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Terms and Conditions

By placing a private label order with Healthy Body LLC d/b/a True Body Wellness, an Idaho limited liability company, 2740 Columbus Street, Ottawa IL 61350 (“TBW”), the buyer / Customer (“Customer”) agrees to and incorporates by reference the following terms and conditions:

  1. Role of TBW. Unless otherwise agreed to by the parties in writing, the role of TBW is expressly limited to the following:
    1. Formula Review – Customer shall provide TBW with specifications for the Product including the proposed form on the Product (tablet, powder, liquid, etc.), the ingredients, proportions, blending instructions and other specifications relevant to creating the Product (“Formula”). TBW shall review the Formula with the Customer solely for the purpose of determining the costs to produce and facilitating the production of the Product. The parties agree that TBW is not part of the development of the Product and makes no claim or representation that the Formula will allow the creation of a Product that is viable or fit for its intended purpose.
    2. Selection of Suppliers, Manufacturers – On behalf of Customer, TBW shall identify and select such suppliers and manufacturers that are able to supply the designated ingredients and produce the Product in accordance with the Formula and that meet commercially reasonable standards as to quality, cost and timeliness of delivery. Customer expressly authorizes TBW to enter into agreements with such suppliers and manufacturers selected by TBW, which agreements shall be executed by TBW on behalf of Customer.
    3. Labeling – TBW shall review Customer’s proposed labeling of the Product for design and production purposes only. If requested by Customer, TBW will coordinate with Customer’s label designer in an attempt to create a label that has the ”look and feel” of the label desired by Customer. With regard to the label, TBW shall not be responsible for the Product claims made or compliance with federal, state or local laws or regulations. TBW shall engage the label supplier on behalf of Customer and coordinate the delivery of the labels to manufacturer or other supplier of packaging materials for the Product.
    4. Packaging – TBW shall engage appropriate suppliers or manufacturers to package the Product in the manner requested by the Customer. If requested by Customer, TBW will select suppliers to fabricate customized packaging and enter into appropriate agreements with such suppliers on behalf of Customer.
    5. Shipping – TBW shall coordinate with the appropriate suppliers or manufacturers to have the packaged Product ready for shipment to such locations specified by Customer. Unless otherwise agreed in writing by the parties, shipping costs are the responsibility of the Customer and are not included in the TBW Fees.
  2. TBW Fees. TBW shall be entitled to receive a fee for its services and expenses (“TBW Fees”), which fees shall be agreed to by the parties and set forth on a purchase order if issued by Customer and invoice by TBW to Customer, and paid as follows:
    1. Initial Fee – Customer shall pay TBW 50% of the TBW Fees upon TBW’s acceptance of the purchase order. Customer agrees that TBW shall have no obligations under this Agreement until and unless TBW has received the Initial Fee.
    2. Pre-shipment Fee – Upon receiving TBW’s notification that the Product has been manufactured and is ready for shipment (” Shipment Notification”), Customer shall pay TBW the balance of the TBW Fees plus any applicable shipping fees prior to shipment. Customer agrees that TBW shall have no obligation to have the Product or products under this Agreement shipped until and unless TBW has received the balance of the TBW Fees.
    3. Late Payment Penalties, Retention of Product – Customer agrees that TBW shall use all or part of the Initial Fee to pay suppliers and manufacturers retained by TBW on behalf of Customer and to pay other costs of TBW in performing this Agreement and that the failure of Customer to pay the Pre-shipment Fee when due will cause TBW substantial harm. In the event Customer has not paid the Pre-shipment Fee within 30 days of the Shipment Notification (i) Customer agrees to pay an additional late fee of 1.5% of the Pre-shipment Fee per month for each month or partial month the Pre-Shipment Fee is not paid and (ii) TBW shall have the right to take possession of the Product and to sell or otherwise dispose of the Product in addition to any other remedies available to TBW by law.
  3. Customer Representations.
    1. Customer represents that it is properly organized, in good standing and authorized to do business in all jurisdictions necessary to make this Agreement binding and enforceable and to allow Customer to develop, manufacture and sell the Product. If applicable, any individual signing as guarantor of Customer’s duties and undertakings in this agreement has done so freely and with full knowledge and capacity to do so.
    2. For custom formulas, Customer represents that it is the original creator of the Product or has acquired all necessary rights to develop the product under the terms of this Agreement. Customer further represents and warrants that no intellectual property, patents, trademarks, copyrights or other rights of any third party have been or will be infringed by the development, manufacture and sale of the Product.
  4. Indemnification, Liability, Insurance.
    1. Customer agrees to defend and indemnify TBW for all claims relating to the Product including without limitation all product liability claims or claims relating to the Product’s performance, suitability or fitness for intended purpose.
    2. In any claim by the Customer against TBW or suppliers or manufacturers engaged by TBW, the liability of TBW and all suppliers and manufacturers of TBW shall be limited to the amount of the TBW Fees paid by Customer. Customer waives all claims against TBW, and any supplier or manufacturer engaged by TBW, for any consequential damages, for any breach of any warranty of fitness and for any claim of false advertising or mislabeling of the Product
    3. If requested, TBW shall add Customer as an additionally insured party to its product liability insurance policy issued by a properly licensed and authorized the insurance company in an amount not less than two million dollars ($2 million) per occurrence. TBW will notify Customer prior to the cancellation of such insurance.
  5. Termination. Either party may terminate this Agreement upon written notice to the other, provided, however, that any termination by Customer shall not relieve the Customer of its responsibilities to pay in full the TBW Fees as provided above including the Pre-shipment Fee. If TBW terminates the Agreement without cause prior to the shipment of the Product, TBW shall refund to Customer any TBW Fees received. If the Agreement cannot be fulfilled due to the order of any court or governmental agency preventing the production or sale of the Product, the Agreement may be terminated by either party and Customer shall pay TBW a reasonable fee for its efforts prior to such order plus any out of pocket costs incurred by TBW. Customer’s obligations under this agreement, including payment of TBW Fees and indemnification of TBW shall survive Termination.
  6. Miscellaneous.
    1. Confidentiality – Without a separate agreement, TBW does not undertake to ensure the confidentiality of any information provided by Customer including but not limited to any formula, specifications, ingredients or other information relating to the Product.
    2. Dispute Resolution – Other than in the case of an application for emergency relief or if required by law, prior to any arbitration or other claim being filed, all parties agree to submit any dispute arising under this Agreement to private mediation and to participate in one mediation conference with a Mediator from Business Mediation Network, LLC in accordance with the Mediation Rules published at www.BusinessMediationNetwork.com or with another mutually acceptable Mediator. Any such Mediation Conference shall be conducted in LaSalle County, Illinois at a mutually agreeable time and place. In the event a full resolution of any such dispute cannot be reached through the mediation process, any party to the dispute may initiate an arbitration proceeding with the American Arbitration Association (“AAA”) or other mutually acceptable arbitration service. For the enforcement of any arbitration award, for the application for emergency or injunctive relief or for any other matter requiring an order of court, the parties agree to adjudicate exclusively in the Circuit Court for the Thirteenth Judicial Circuit in Ottawa, Illinois and agree that personal jurisdiction and venue over the parties and issues are appropriate in such court. The parties agree to share equally any mediator fees and to bear their own costs and attorney’s fees in any mediation. The successful party in any arbitration or judicial proceeding shall be awarded their reasonable attorney’s fees and costs.