1. Exclusive Governing Provisions
   The sale of all goods and services by the seller (“Sylvara Labs” or the “Company”) to the purchaser shall be governed exclusively by these terms and conditions of sale (the “Conditions”). The Company’s acceptance of any order or offer by the purchaser (whether in writing, by telephone, or otherwise) is conditioned upon the purchaser’s assent to these Conditions. No modification, amendment, or addition to these Conditions shall be binding unless made in writing and signed by an authorized officer of Sylvara Labs.

2. Payment Terms; Late Fee
   All invoices shall be paid in full without deduction or offset. Payments are not contingent upon the purchaser’s receipt of payment from any third party. Late payments will accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Sylvara Labs reserves the right to suspend credit, change payment terms, or require advance payment if the purchaser’s financial condition warrants it. Acceptance of partial payment does not waive the Company’s rights to collect the balance due.

3. Taxes
   Prices do not include sales, use, VAT, excise, or similar taxes. The purchaser is responsible for all applicable taxes, duties, and fees unless a valid exemption certificate is provided and accepted.

4. Delivery; Performance
   All shipping dates are approximate and not guaranteed. Sylvara Labs is not responsible for delays due to events beyond its control, including but not limited to natural disasters, strikes, government actions, transportation delays, material shortages, or any other force majeure events.

5. Errors
   Any clerical or typographical errors are subject to correction by Sylvara Labs.

6. Assignment
   The purchaser may not assign any rights or obligations under any purchase order without Sylvara Labs’ prior written consent. Sylvara Labs may assign its rights or obligations without notice to the purchaser.

7. Risk of Loss; Inspection; Notice of Rejection
   Risk of loss passes to the purchaser once goods are placed with the carrier. The purchaser must inspect all goods within ten (10) days of delivery. Failure to provide written notice of any defects or non-conformities within that period constitutes acceptance.

8. Disclaimer of Warranties
   All goods and services are provided “as is.” Sylvara Labs makes no express or implied warranties, including warranties of merchantability or fitness for a particular purpose. Any product samples or models are for illustrative purposes only and do not constitute a warranty.

9. Testing Responsibility
   The purchaser is responsible for testing and determining the compatibility of Sylvara Labs’ goods with their products or applications.

10. Trade Practices
    Actual delivered quantities may vary by up to ten percent (±10%). Prices are subject to change based on material and production cost fluctuations. Production schedules depend on receipt of approved product specifications.

11. Confidentiality
    Any pricing, supplier, or business information shared by Sylvara Labs is confidential and may not be disclosed or used for any purpose unrelated to the transaction.

12. Arbitration; Jurisdiction and Venue
    Except for collection of unpaid invoices, all disputes shall be resolved by binding arbitration in Los Angeles County, California, under the Commercial Arbitration Rules of the American Arbitration Association. For disputes not subject to arbitration, the parties agree that jurisdiction and venue shall lie exclusively in the state or federal courts located in Los Angeles County, California.

13. Attorneys’ Fees
    The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party, in proportion to the degree of success achieved.

14. Returns for Credit
    No goods may be returned without prior written approval from Sylvara Labs. Unauthorized returns will be refused. Credit amounts, if any, will be determined solely by Sylvara Labs.

15. Defective or Broken Goods (Glass or Packaging)
    If breakage or defect levels exceed agreed limits, the purchaser must immediately stop filling, notify Sylvara Labs, and provide detailed information including batch codes, quantities, and samples. Sylvara Labs will advise whether production may continue under modified inspection or reduced speeds.

16. Claims for Breakage
    Claims must include supporting data, samples, and documentation. Sylvara Labs’ liability is limited strictly to the replacement or credit of the affected glass or packaging materials.

17. Indemnification Against Patent Infringement
    If goods are produced according to the purchaser’s specifications, the purchaser shall indemnify Sylvara Labs against all claims of intellectual property infringement arising therefrom.

18. Applicable Law
    This agreement shall be governed by the laws of the State of California, excluding its conflict of law provisions and the U.N. Convention on Contracts for the International Sale of Goods.

19. Purchaser’s Representation of Solvency
    By placing an order, the purchaser represents that it is solvent. If the purchaser becomes insolvent prior to delivery, it must immediately notify Sylvara Labs in writing.

20. Interpretation
    These Conditions constitute the entire agreement between Sylvara Labs and the purchaser and supersede all prior discussions or agreements. Any invalid provision shall not affect the enforceability of the remaining terms.

21. Limitations of Liability
    Sylvara Labs’ total liability shall not exceed the price allocable to the goods or services giving rise to the claim. In no event shall Sylvara Labs be liable for indirect, special, incidental, or consequential damages.

22. Unclaimed Goods
    Goods not picked up within thirty (30) days of notification shall be considered unclaimed. Sylvara Labs is not responsible for loss, damage, or theft. After this period, the Company reserves the right to dispose of or sell the goods without liability.

23. Pricing Adjustments
    All pricing is subject to change without notice due to fluctuations in tariffs, freight, or other costs related to importation.

Excess Materials Liabilities Agreement

1. Material MOQ and Shelf-Life
   Every chemical and raw material used in production has a minimum order quantity (MOQ) and a defined shelf-life provided by the supplier.

2. Liability for Excess Materials
   Sylvara Labs assumes responsibility for generic raw materials. The customer is responsible for any excess or special materials used exclusively in their formulations.

3. Purchase Orders for Excess Materials
   A separate purchase order must be issued to cover liabilities for unique materials. Excess materials will be stored by Sylvara Labs for six (6) months. Customers must provide a consumption plan before the end of this period. Sylvara Labs will credit the respective POs as materials are used.

4. Handling Expired Chemicals
   If materials expire, the customer is responsible for destruction fees. Sylvara Labs will facilitate disposal and connect the customer with a third-party provider for payment and certification of destruction.