Sales Terms & Conditions

Church & Dwight CO., INC.

SALES TERMS & CONDITIONS

1. Applicability.

   The purchase and sale of Products are subject to the terms and conditions of a written agreement which must be signed by both Buyer and Seller under which Buyer submits a Purchase Order, or, in the absence of such written agreement, these Sales Terms & Conditions under which Buyer submits a Purchase Order (as defined in Section 2 below). To the extent there is a conflict between the terms of a written agreement signed by both parties or these Sales Terms & Conditions, the terms of the written agreement shall govern.

2. Definitions.

   "Buyer"

   The individual or entity purchasing the Products covered by these Sales Terms & Conditions

   "Contract"

   The Invoice together with the Sales Terms & Conditions herein

   "Invoice"

   The invoice issued by Seller covering the Products in the Purchase Order, ProForma Invoice or Commercial Invoice

   "Products"

   The products of the Seller covered by these Sales Terms & Conditions

   "Purchase Order"

   The purchase order issued by Buyer to Seller

   "Sales Terms & Conditions"

   These Sales Terms & Conditions for Products which may be amended from time to time

   "Seller"

   Church & Dwight Co., Inc., or its affiliate indicated on the Invoice or Purchase Order

3. Acceptance.

   The Purchase Order is a binding offer by Buyer to purchase the Products from Seller in accordance with and subject to these Sales Terms & Conditions. Seller will be deemed to have accepted the Purchase Order when it (a) sends Buyer notice of acceptance in writing (e.g., an order acknowledgement e-mail or Pro-Forma Invoice via e-mail) and/or (b) delivers any or all of the Products covered by the Purchase Order, whichever occurs first. No contract will exist except as herein provided.

4. No Exclusivity.

   This Contract is a non-exclusive agreement between Buyer and Seller for the purchase and sale of Products.

5. Termination.

   Either party may terminate this Contract, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Contract, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach to the reasonable satisfaction of the non-Defaulting Party within thirty (30) days after receipt of written notice of such breach; or (b)(i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6. Assignments.

   Buyer shall not assign or delegate in whole or in part its rights or obligations under this Contract, except with the prior written consent of Seller. This Contract shall bind and inure to the benefit of the parties' successors and assigns.

7. Intellectual Property.

   (a) Buyer acknowledges that it has no rights in or to any of the intellectual property, including without limitation the trademarks and trade dress, copyrightable material, domain names, generic top-level domain name (gTLD), and patents used on and/or in connection with any of the Products whether used on Products, packaging, labeling, advertising, sales promotion materials, or otherwise ("Intellectual Property"). Buyer shall not attempt directly or indirectly to register, or otherwise make any claim of ownership or any other right in any of said Intellectual Property or anything confusingly similar thereto, and shall not at any time do, or cause to be done, any act or thing impairing or tending to impair any of the Intellectual Property.

   (b) Buyer shall not in any way alter, or permit the alteration of, the content, composition, presentation, container, packaging, or trademarks of any of the Products as supplied by Seller or other parties approved by Seller. Any and all use of any of the Intellectual Property by Buyer shall inure to the benefit of Seller, and Buyer shall assist Seller or its designee with any requested proof of use, or anything else requested by Seller or its designee, to register, maintain, or defend any of the Intellectual Property. Seller may terminate this Contract immediately upon written notice to Buyer in the event Buyer materially breaches this provision.

   (c) Buyer shall notify Seller promptly of (i) any claim or action alleging the Buyer’s activities relating to the Product and the Intellectual Property are infringing upon the intellectual property rights of others and (ii) any infringement of any of the Intellectual Property by others which comes to Buyer's attention.

   (d) Buyer hereby acknowledges that Seller has made no representations or warranties with respect to the status of any of the Intellectual Property including, but not limited to, the availability for use of the trademark(s) used on the Products, or the ability to import, sell, or distribute any of the Products, without infringing upon the rights of any third party, and Seller hereby disclaims any such representations or warranties. Any import, sale, or distribution of any of the Products anywhere by Buyer shall be at Buyer’s sole risk and responsibility, notwithstanding Buyer’s obligations under Paragraph 7(c) above.

8. Modification of Sales Terms & Conditions/Price Revision.

   These Sales Terms & Conditions may be revised by C&D from time to time and Buyer agrees to be bound thereby. No modifications or additions to these Sales Terms & Conditions shall be binding upon Seller unless agreed to in writing signed by an authorized representative of Seller. Seller may change the price of the Products upon thirty (30) days prior written notice to Buyer. Buyer’s failure to make written objection to Seller of such modification or change prior to the effective date shall constitute acceptance. If Buyer makes timely written objection to such modification or change, Seller shall advise Buyer within thirty (30) days thereafter whether Seller will (a) withdraw the modification or change and continue under the terms there to for in effect, or (b) cancel the Contract. A subsequent purchase by Buyer under Seller’s modified Sales Terms & Conditions or change in Price shall constitute a retraction of any previous objection made by Buyer. At any time during the term of this Contract, Seller may add a surcharge onto its invoices for extraordinary increases incurred by Seller in its cost of manufacturing or in its outbound transportation by providing Buyer with written notification of same thirty (30) days prior to the implementation of any such surcharge.

9. Title.

   (a) Risk of loss or damage passes to Buyer upon delivery to the Delivery Location (defined below). If Buyer fails to accept delivery of any of the Products on the date set forth in Seller’s notice that Seller has delivered the Products to the Delivery Location, or if Seller is unable to deliver the Products to the Delivery Location on the date because Buyer has failed to provide appropriate instructions, documents, licenses, or authorizations, then (i) risk of loss to the Products will pass to Buyer, (ii) the Products will be deemed to have been delivered to Buyer, and (iii) Seller, at its option, may store the Products until Buyer takes possession of them, at which time Buyer will be liable for all costs and expenses resulting from the failure (including but not limited to the cost of storage and insurance).

   (b) Title passes to Buyer upon Buyer's payment in full for the Products.

10. Force Majeure.

    In the event of force majeure, e.g., war, fire, flood, strike, labor trouble, breakage of equipment, accident, riot, act of governmental authority, Act of God or any other contingency beyond the reasonable control of the parties interfering with the production supply, transportation acceptance or use of any goods covered by this Contract, or in the event of inability to obtain, on terms deemed by Seller to be acceptable, any raw material (including energy source) used in connection therewith, quantities so affected shall be eliminated from the Contract without liability, but the Contract shall otherwise remain unaffected. Events of force majeure also include, but are not limited to, the adoption or implementation of any (a) federal or state occupational safety and health standard, or (b) pollution, air emission, waste removal and/or effluent discharge control program, standard, restriction, order or directive by a federal, state or local government body or agency -- if compliance with the same would result in additional and/or unexpected costs to Seller which would effectively prevent Seller from realizing a reasonable commercial profit hereunder. During any period of shortage due to any of said causes, Seller may allocate its supply of raw materials among its various uses therefore (e.g., manufacturing and sales), and allocate its supply of such goods among its contract and non-contract customers in any manner which is fair and reasonable. In no event shall Seller be obligated to purchase goods in order to make delivery to Buyer.

11. Limited Warranty.

    Claims relating to quantity, quality, weight, condition, and loss of or damage shall be waived by the Buyer unless made in writing within thirty (30) days after receipt of goods by Buyer. Seller agrees only that the goods covered by this Contract meet the Seller’s published specifications, if any; provided that if specifications are attached hereto, Seller agrees only that such goods meet such specifications. THERE IS NO WARRANTY THAT THE GOODS SHALL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE, NOR IS THERE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT SUCH AS IS EXPRESSLY STATED IN THIS PARAGRAPH.

12. Limitation of Liability.

    Seller shall not be liable to Buyer for direct, indirect, special or consequential damages, or for loss of production or loss of profits or claims of third parties against Buyer, resulting from any cause whatsoever including, but not limited to, any delay, act error or omission of Seller, and Seller’s sole liability to Buyer for any cause of action, whether based upon negligence, contract or strict liability shall be to replace any goods covered by this Contract which do not conform to specifications. Buyer assumes all risks and liability arising from unloading, discharge, storage, handling and use of the goods sold hereunder, including risk or damage resulting from the use of such goods either alone or in combination with other substances.

13. Buyer's Credit.

    If Seller becomes dissatisfied with Buyer's creditworthiness, Seller may change payment terms or decline to make further shipments until such time as Buyer’s credit has been established to Seller’s satisfaction, unless Buyer satisfies any outstanding balance in accordance with a schedule to be set by Seller and pays in advance for any further shipments.

14. Shipments and Payment.

    (a) Seller shall make delivery in accordance with the terms on the face of the Proforma Invoice. The delivery date provided by Seller for the Products is only an estimate and is based upon prompt receipt of all necessary information from Buyer. If Buyer causes Seller to delay shipment or completion of the Products, Seller will be entitled to any and all extra costs and expenses resulting from the delay. Seller will not be liable for any delays, loss, or damage in transit, and failure to deliver within the time estimated will not be a material breach of contract on Seller’s part.

    (b) Seller will deliver the Products in accordance with the delivery terms specified in the Pro Forma Invoice using Seller’s standard methods for packaging and shipping same unless otherwise agreed to in writing by the parties. Seller may, upon advance agreement with Buyer without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer will pay for the units shipped whether the shipment is in whole or partial fulfillment of Buyer’s purchase order.[Buyer is responsible for obtaining any import licenses and other consents required for a Product shipment at its own expense, and will provide the licenses and consents to the Seller before shipment.

    (c) Buyer shall make payment to Seller in accordance with the terms on the face of the Commercial Invoice.

15. Miscellaneous.

    The Contract constitutes the entire agreement between the parties concerning the subject matter hereof. No statements or agreements, oral or written, made prior to or at the signing hereof shall supplement or modify the written terms hereof. No amendment, modification, waiver, or release from any provisions hereof shall be enforceable unless the same is in a writing signed by the party against which enforcement of same is sought which specifically states that the same is an amendment to this Contract. Furthermore, Seller will not be bound by, any "disclaimers" or "click to approve" terms or conditions now or hereafter contained in any website used by Buyer in connection with the Products or the Purchase Order. All notices shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) or email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated herein. The only official version of these Sales Terms & Conditions, and all communications related to these Sales Terms & Conditions, will be in the English language. This Contract shall be construed according to the laws of the State or Country of domicile/incorporation of Seller from which Products are sold.

16. Confidential Information.

    "Confidential Information" shall mean all information Seller provides to Buyer with the exception of only the following: a) information that as of the time of receipt by Buyer is in the public domain or subsequently enters the public domain without Buyer’s fault; b) information that at the time of receipt by Buyer was already known to Buyer as evidenced by appropriate written records. Confidential Information shall be used by Buyer only during the term of, and for purposes of, this Contract. At all times during and after the term of this Contract, Buyer shall maintain in confidence and shall see that Buyer’s shareholders, directors, employees and agents maintain in confidence all Confidential Information. The Confidential Information shall be disclosed by Buyer only to Buyer’s employees whose duties require possession thereof in carrying out Buyer’s activities under this Contract and (except as may otherwise be indicated by Seller at the time specific Confidential Information is provided to Buyer by Seller). Upon C&D's written request, Buyer shall promptly return to Seller any and all copies of Confidential Information.

17. Adverse Event Reporting.

    (a) Buyer shall advise Seller immediately of any adverse communication relating to the performance or effects of any Products and promptly provide copies or notes of any such communication, including but not limited to, communications from any regulatory body, complaints, or adverse drug reports involving any alleged safety or health concern regarding the Products.

    (b) Buyer shall have a continuing obligation to notify Seller immediately of any adverse events or adverse experience of the nature set forth in the immediately preceding paragraph reported or otherwise learned by Buyer arising from or in connection with the use of a Product. Buyer must have the capability to receive adverse events twenty-four (24) hours per day. This notification must occur in order for Seller to be able to comply with adverse event reporting requirements imposed by regulatory authorities worldwide. Buyer shall be responsible for any required reporting in the territory for which it sells Products and Seller shall be responsible for any other or additional required reporting.

    (c) If so requested, each party will provide reasonable assistance to the other party with regard to regulatory, compliance and any other matters relating to the Product as expeditiously as possible.

18. Product Recalls.

    (a) In the event of a Product recall, the parties will take all appropriate corrective actions, to protect the public’s health and preserve the Product’s goodwill and reputation.

    (b) A Product recall will occur in the event that: (i) any government or regulatory authority issues a directive or order that a Product manufactured or supplied by Seller be recalled; or (ii) a court of competent jurisdiction orders such a recall; or (iii) Seller determines that any such Product should be recalled.

    (c) If a Product recall is due to (i) 18(b)(i) or 18b(ii), the party primarily responsible for the cause of the recall will assume responsibility for all expenses of the recall and will reimburse the other party for any expenses of recall incurred; (ii) 18b(iii), then Seller will initially bear the expenses of the recall until primary responsibility for the cause of the recall is determined at which time the party primarily responsible for the cause of the recall will assume responsibility for all expenses of the recall and will reimburse Seller for all expenses of the recall incurred which will include, without limitation, the expenses of notification to Seller’s customers, the expenses of return and/or destruction of the recalled Product, any necessary Product rework expense, any penalties assessed by retailers (including lost sales penalties), any reasonable legal expenses incurred and any other reasonable expenses incurred as a result of the above mentioned action.

    (d) Notwithstanding anything to the contrary herein, in no event will Buyer initiate a Product recall without giving Seller at least ten (10) days’ prior written notice of its intentions except in the case of an emergency or safety hazard to humans or animals; thus giving Seller the opportunity to assess the basis for the recall and to initiate such recall if it deems it to be necessary and advisable under the circumstances.

19. Anti-Bribery Compliance.

    Buyer acknowledges that Seller is subject to the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and anti-bribery and anti-corruption Laws (as defined below) in various other jurisdictions. Buyer agrees that it will (a) comply in all respects with such Laws, including the comparable Laws of all jurisdictions where it or its agents are conducting business, (b) provide written certification of its compliance with the foregoing when asked by Seller, and (c) cooperate with Seller and its designees at Buyer's expense in any inquiry or investigation of Buyer or its agents regarding their conduct or alleged conduct relating to compliance or failure to comply with any of the foregoing.

20. Compliance with Laws.

    Buyer agrees that, in performing its obligations under these Sales Terms & Conditions, and in the performance of any sale, distribution or marketing of Products, Buyer will comply (and will require all of its employees and other agents involved in Buyer's performance under these Sales Terms & Conditions to comply) with all applicable federal, state, local and foreign laws (including, without limitation, common law), rules, statues, regulations. Ordinances, and other provisions having the full force and effect of law, and orders, policies, judgments or requirements of any governmental or regulatory authority, including, without limitation, those described in greater detail in these Sales Terms & Conditions (each a “Law”) and collectively, “Laws”). In addition, Buyer agrees that it shall comply with Seller’s Global Operating Principles located under the Company/Corporate Responsibility tab at http://www.churchdwight.com.

21. Language.

    The only official version of these Sales Terms and Conditions, and all communications related to the Purchase Order, will be in the English language.

    La seule version officielle de ces conditions générales de vente, ainsi que toutes les communications relatives au bon de commande, seront en langue anglaise.

    La única versión oficial de estas Condiciones Generales de Venta, y todas las comunicaciones relacionadas con la Orden de Compra, serán en inglés.

    A única versão oficial destes Termos e Condições de Vendas e todas as comunicações relacionadas com o Pedido de Compra estarão em inglês.

    这些销售条款和条件的唯一正式版本以及与采购订单相关的所有通信将采用英文。

    Zhèxiē xiāoshòu tiáokuǎn hé tiáojiàn de wéiyī zhèngshì bǎnběn yǐjí yǔ cǎigòu dìngdān xiàng guān de suǒyǒu tōngxìn jiāng cǎiyòng yīngwén.