Gummi World Manufacturing and Supply Agreement

This Manufacturing and Supply Agreement, effective as of the Purchase Order (“PO”) execution date (“Agreement”), is entered into between Compass Alpha, LLC d/b/a Gummi World, a Texas limited liability company (“Seller”), and the company or entity specified on the executed Purchase Order (“Buyer,” and together with Seller, the “Parties,” and each, a “Party”).

The Parties agree as follows:

  1. Sale of Goods. Seller will sell to Buyer and Buyer will purchase from Seller the goods set forth on the executed PO, which is subject to change by agreement of the Parties (the “Goods”) in the quantities and at the Prices as forth on the executed PO, and upon the terms and conditions set forth in this Agreement.

  2. Receipt of Goods.

    1. The goods will be made available for Buyer to take receipt per the executed PO. 

    2. Seller will make the Goods available for Buyer to take receipt at its facility located at 1839 West Drake Drive, Tempe, Arizona 85283 (“Facility”). Transport of the Goods from the Facility will be at Buyer’s sole expense. Buyer must take receipt of the Goods within seven days of Seller’s notice that the Goods are available for receipt at the Facility.

    3. Seller may, in its sole discretion, without liability or penalty, make available for receipt by Buyer partial shipments of Goods. Each shipment will constitute a separate sale, and Buyer will pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.

    4. If for any reason Buyer fails to accept any of the Goods on the date fixed pursuant to Seller’s notice that the Goods are available for receipt, or if Seller is unable to make the Goods available for receipt on such date because of any action or omission on the part of Buyer : (i) risk of loss to the Goods will pass to Buyer; (ii) the Goods will be deemed to have been delivered to Buyer; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

  3. Non-Delivery. The quantity of any installment of Goods as recorded by Seller prior to Buyer taking receipt of the Goods at the Facility is conclusive evidence of the quantity received by Buyer unless Buyer can provide conclusive evidence proving the contrary. Seller will not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within three days of the date Buyer takes receipt of the Goods at the Facility. Any liability of Seller for non-delivery of the Goods is limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

  4. Quantity. If Seller delivers to Buyer a quantity of Goods of up to 5% more or less than the quantity set forth on the executed PO, Buyer is not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and must pay for such Goods the price set forth in the executed PO adjusted pro-rata.

  5. Title and Risk of Loss. Title and risk of loss pass to Buyer upon taking receipt of the Goods from the Facility. As collateral security for the payment of the purchase price of the Goods, Buyer grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or acquired, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Arizona Uniform Commercial Code.

  6. Inspection and Rejection of Nonconforming Goods.

    1. Buyer must inspect the Goods within seven days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means any Goods that do not conform to the Purchase Order. 

    2. If Buyer timely notifies Seller of any Nonconforming Goods, Seller will, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. Buyer must ship, at its expense and risk of loss, the Nonconforming Goods to the Facility. If Seller exercises its option to replace Nonconforming Goods, Seller will, after receiving Buyer’s shipment of Nonconforming Goods, make the replaced Goods available for receipt at the Facility.

    3. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Subsection (b) of this Section, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

  7. Price. Buyer must purchase the Goods from Seller at the prices (the “Prices”) set forth in the executed PO. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer is responsible for all such charges, costs, and taxes; provided that Buyer is not responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

  8. Payment Terms. Buyer must pay 50% of the amount due to Seller per the executed PO  prior to Seller beginning production of the Goods and the remaining 50% before taking possession of the Goods. Buyer must make all payments under this Agreement by wire transfer or ACH transfer and in US dollars. Buyer will pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer must reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

  9. No Setoff. Buyer cannot, and acknowledges that it will have no right, under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing ) to Seller or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Seller or its affiliates, whether relating to Seller’s or its affiliates’ breach or non-performance of this Agreement or any other agreement between Buyer or any of its affiliates, and Seller or any of its affiliates, or otherwise

  10. Warranties. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

  11. Limitation of Liability.

    1. IN NO EVENT WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED; AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

    2. IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD UNDER THE RELEVANT BATCH OR LOT NUMBER.

  12. Compliance with Law. Buyer is in compliance with and must comply with all applicable laws, regulations, and ordinances. Buyer has and must maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

  13. Indemnification. Buyer must indemnify, defend and hold harmless Seller as set forth in the Gummi World Release and Indemnity Agreement attached as Exhibit A and incorporated into this Agreement as if set out in full. 

  14. Insurance. During the term of this Agreement, Buyer must, at its own expense, maintain and carry insurance in full force and effect, which includes, but is not limited to, commercial general liability in a sum no less than $1,000,000 per occurrence and $5,000,000 in the aggregate with financially sound and reputable insurers. Upon Seller’s request, Buyer must provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in this Agreement. Buyer must provide Seller with seven days’ advance written notice in the event of a cancellation or material change in Buyer’s insurance policy. Except where prohibited by law, Buyer must require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.

  15. Termination. In addition to any remedies that may be provided in this Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, or reorganization or assignment for the benefit of creditors.

  16. Confidential Information. All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized by Seller in writing. Upon Seller’s request, Buyer must promptly return all documents and other materials received from Seller. Seller is entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.

  17. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

  18. Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained in this Agreement survive the expiration or earlier termination of this Agreement; and (b) any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, survive the expiration or earlier termination of this Agreement.

  19. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed by the Parties, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section

Notice to Seller: Alexander Candelario, CEO

acc@gummiworld.com

1701 Directors Blvd, Suite 110

Austin, TX 78744

With a copy to:

Ayan Monpara M.D., Chief Medical Officer

ayanm@gummiworld.com

1701 Directors Blvd, Suite 110

Austin, TX 78744

Notice to Buyer: As specified in the executed PO

20. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

21. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

22. Waiver. No waiver by any Party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement may operate or be construed as a waiver of the same, nor may any single or partial exercise of any right, remedy, power, or privilege arising from this Agreement preclude any other or further exercise of any right, remedy, power, or privilege.

23. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Notwithstanding the previous sentence, the Parties intend that Buyer’s rights as stated in this Agreement are Buyer’s exclusive remedies.

24. Assignment. Buyer cannot not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. Any purported assignment, transfer, delegation, or subcontract in violation of this Section is null and void. No assignment, transfer, delegation, or subcontract relieves Buyer of any of its obligations under this Agreement. Seller may at any time assign, transfer, delegate or subcontract any or all of its rights or obligations under this Agreement without Buyer’s prior written consent.

25. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and assigns.

26. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

27. Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws provisions to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.

28. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than U.S. District Court for the State of Texas or the courts of the State of Texas sitting in Austin, Travis County, Texas, and any appellate court from any such courts. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

29. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED THIS AGREEMENT.

30. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary, a signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

31. Force Majeure. Any delay or failure of Seller to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence, and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, epidemics, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).

32. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement may be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity may be construed from this Agreement.

Contact

1839 West Drake Drive

Tempe, AZ 85283

Office:  830-214-5579

Sales:   830-358-9770

info@gummiworld.com

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