WELLGISTICS, LLC
LAKELAND, FLORIDA

ALL PRICES, PRODUCTS, PURCHASE ORDERS, INVOICES, AND OTHER SALES AND CREDIT TRANSACTIONS WITH WELLGISTICS, LLC (“WELLGISTICS”) ARE SUBJECT TO THESE CONDITIONS, WHICH MAY BE CHANGED WITHOUT NOTICE. The following sets forth WellGistics' Terms and Conditions of Sale (“ ”) as of the Effective Date. Buyer agrees to and is bound to these Conditions set forth in this Agreement by submitting a New Account Application, Purchase Order, or Invoice Payment to WellGistics. WellGistics may amend these Conditions from time-to-time without notice. In the event of a conflict between these Conditions and the terms of another written agreement signed by WellGistics and Buyer, the conflicting terms of the later dated document control. In addition to the statements made in the definitions below, these Conditions apply to any offer, acceptance, acknowledgment, invoice, proposal, quotation, or other similar document issued by WellGistics in connection with a sale of Products to Buyer. These Conditions also apply to any Purchase Order or other similar document issued by Buyer in connection with the purchase of Products from WellGistics, unless the parties expressly agree to the contrary in a writing signed by the Parties. Any terms or conditions stated by Buyer in any Purchase Order that are different from, or in addition to, the Agreement will be void and of no force or effect and are hereby expressly objected to and rejected. WellGistics is not obligated to accept any Purchase Order from Buyer and all orders are subject to acceptance by WellGistics. Once WellGistics agrees to fill an order for Products, Buyer’s order cannot be cancelled without WellGistics' written consent. All sales of Products to Buyer are nonreturnable and nonrefundable. Unless different terms are agreed to in writing by WellGistics, all Buyer’s Purchase Orders issued to WellGistics shall be prepaid via ACH bank transfer, wire transfer, cashier's check, or debit or credit card payment (with an additional convenience fee). Upon receipt of payment, Product shipment will be released to Buyer. If Buyer pays via ACH bank transfer, or debit or credit card payment, Buyer agrees to allow WellGistics to process future Purchase Orders via the same method and account. Buyer agrees to allow WellGistics to store Buyer's financial account information to automatically process such orders. Buyer may update payment method via account settings. If Buyer fails to maintain a sufficient balance or credit line in the account that WellGistics has on file and charges, Buyer will be solely responsible for any and all associated penalties, fees, or surcharges imposed by Buyer's financial institution. If Buyer's Purchase Order is not prepaid, Buyer agrees to pay WellGistics for the Purchase Order no later than ten (10) calendar days from the earlier of the shipping date or invoice date. Buyer further agrees to pay WellGistics a late charge on any past due amounts at the rate of one and a half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. A fifty-dollar service fee will be issued to Buyer’s account for each returned check. In the event that Buyer is past due in payment of any amounts owed, whether invoiced or not, WellGistics may place Buyer's account into credit hold status. While in credit hold status, any pending shipments, or additional Purchase Orders placed may be suspended at WellGistics' sole discretion. Receipt by WellGistics of payment in full for all outstanding balances, including any late fees or associated penalties, is required for WellGistics to consider removing an account from credit hold status. Buyer shall furnish financial information requested by WellGistics as reasonably required in order to establish Buyer’s eligibility for the extension of credit. WellGistics reserves the right in its sole discretion to require payment in full prior to shipment of any Products. Buyer will pay all costs and expenses (including attorneys’ fees) incurred by WellGistics in collecting any amounts owed by Buyer. Buyer hereby waives any existing and future claims and offsets against payments due for the purchase of any and all Products and agrees to pay all amounts due regardless of any such offset or claim. It is not WellGistics' general practice to offer credit terms to Buyers. However, credit terms may be extended on accounts whose credit standing has been approved by WellGistics. Credit levels will be determined by Buyer’s ability to pay based on financial information, credit history, credit references, and Buyer's previous purchase patterns. If approved, credit may be extended up to a level adequate to meet the Buyer’s expected purchase patterns under stated terms of sale provided that the Buyer, in WellGistics' discretion, can demonstrate ability to pay. Buyer must furnish information requested by WellGistics for review to verify its ability to pay sums due, including but not limited to Buyer’s audited financial statements. WellGistics reserves the right to require payment in advance of shipment or delivery in cash, or to suspend or cancel any further shipments until payment has been received, if in WellGistics' sole judgment Buyer’s financial condition or creditworthiness has become impaired. Failure to furnish payment within ten (10) calendar days of demand by WellGistics shall constitute a repudiation of the Agreement and any credit agreement, and in such event WellGistics shall be entitled to receive reimbursement for its costs related to cancellation. If credit is extended to Buyer, the maximum term for the payment of Product purchased by Buyer from WellGistics on credit shall be forty-five (45) calendar days. WellGistics may charge a service fee on Purchase Orders that are fulfilled on credit, in accordance with the following schedule: (i) up to two percent (2%) of purchase price on a fifteen (15) day credit term; (ii) up to three and a half percent (3.5%) of purchase price on a thirty (30) day credit term; and (iii) up to two five (5%) of purchase price on a forty-five (45) day credit term. If Buyer fails to pay WellGistics by the expiration of the agreed upon credit term, the default interest rate of one and a half percent shall apply to the past due balance as stated above in the Payment Terms in addition to the service fee.