TERMS AND CONDITIONS OF SALE

RMS ORGANICS, LLC dba RMS BEAUTY 

TERMS AND CONDITIONS OF SALE 

1. TERMS OF SALE. These Terms and Conditions of Sale (“Terms”) are the exclusive Terms which govern any  order accepted by RMS Organics, LLC dba RMS Beauty or its affiliates ("Seller" or "RMS") for the sale of any RMS  goods or products (each, a “Product” and, collectively, the “Products”) to a buyer (“Buyer”). Buyer and Seller may  be referred to herein individually as a “Party” or collectively as the “Parties”). Sales by Seller to Buyer of Products  are expressly limited to and conditioned upon acceptance of these Terms, regardless of whether Buyer purchases  Products by phone, in person, verbally, purchase orders, electronic orders, Electronic Data Interchange (“EDI”),  acknowledgements, confirmation, or other writings or forms of communication ("Purchase Orders”). To the extent  these Terms conflict with an existing individual customer contract signed by an authorized representative of both  RMS and Buyer, the terms and conditions contained in such individual customer contract will control. The placement  or acceptance of any Purchase Order indicates Buyer’s complete and unconditional consent to and acceptance of  these Terms. The formation of any contract and Buyer’s acceptance of any Purchase Order is expressly conditioned  on acceptance of all of these Terms. Any additional, inconsistent, or differing terms or conditions proposed by Buyer  or stated in any order or other communication from Buyer are hereby expressly rejected by RMS. Any failure of RMS to object to any provision contained in any Purchase Order or other communication from Buyer shall not be  construed as a waiver of these Terms nor an acceptance of any such provision. These Terms, together with the  accompanying confirmation of sale or invoice issued by RMS shall constitute the final, complete and exclusive  statement of the contract between RMS and Buyer for the sale of Products and may not be modified or rescinded  except by a writing signed by an authorized representative of DSS.  

2. DELIVERY, TITLE AND RISK OF LOSS. Delivery of Products and title and risk of loss to all Products shall pass  to Buyer once Products leave Seller’s custody or control (EWX Incoterms® 2020) whether Products are being shipped  within the United States or outside the United States ("Delivery"). Claims for loss or damage to Products in transit  should be made to the carrier and not to RMS.  

3. PRICES; TAXES.  

(a) Published prices and quoted prices ("Prices"), unless otherwise specified, are subject to change by  Seller without notice. All orders are accepted on the condition that Seller reserves the right to adjust Prices to Seller’s  Prices prevailing at time of shipment. Prices do not include transportation or insurance charges. When transportation  or insurance charges are paid by Seller, such charges will be paid by Buyer to Seller as an addition to the purchase  price and will be shown on the applicable invoice. 

(b) Buyer shall pay all taxes levied or based on any amounts payable under these Terms, including  without limitation, customs duties, state and local sales and use taxes, and privilege, gross receipts, or excise taxes  based on gross revenues, exclusive, however, of taxes based on Seller’s net income ("Taxes"). Buyer shall promptly  reimburse Seller for any such Taxes paid by Seller. 

4. PAYMENT TERMS; CREDIT. 

(a) Buyer shall prepay all purchase orders prior to Shipment. The total Purchase Order must be paid  at least three (3) business days prior to Shipment. All funds shall be paid by Buyer in United States Dollars (US$) via  ACH or wire transfer of immediately available funds , without deduction, unless Seller and Buyer have otherwise  mutually agreed in writing to alternative payment terms. Buyer shall reimburse Seller for all costs incurred in  connection with collecting late payments, including, without limitation, attorneys’ fees.  

(b) If Seller issues credit terms to Buyer upon separate written agreement, Seller makes no assurance  or guarantee regarding any amount of credit or the continuation of such credit to Buyer. If Seller, in its sole 

discretion, provides Buyer with a line of credit to facilitate purchases of Products from Seller, such credit line may  be amended, decreased or terminated at any time in Seller’s sole discretion. If Seller determines, in its sole  discretion, that the creditworthiness or future performance of Buyer is impaired or unsatisfactory, Seller may, in  addition to its other rights and remedies: (i) suspend deliveries of Products; (ii) require prepayment by wire transfer  of immediately available funds at least three (3) days prior to Shipment; and/or (iii) require Performance Assurance  (as hereinafter defined) prior to a scheduled shipment. Buyer hereby waives written notice of any such action.  “Performance Assurance” means collateral in the form of either cash, letter(s) of credit, guaranty, or other security  acceptable to Seller in its sole discretion. 

(c) Seller reserves the right, at any time, to Set- off against any amount that Seller and/or its affiliates  owe to Buyer and/or its affiliate under any agreement(s) or transaction(s) between such parties. “Set-off” means  set-off, offset, combination of accounts, netting of dollar amounts of monetary obligations, right of retention or  withholding or similar action exercised by Seller. Buyer shall not withhold payment of any amounts due and payable  by reason of any Set-off or claim against Seller, whether relating to Seller’s breach, bankruptcy or otherwise. 

5. SHIPMENT.  

(a) Seller will reasonably cooperate with Buyer to coordinate delivery of Products under a Purchase Order,  including with respect to quantities of Products ordered and scheduled delivery dates requested by Buyer. If Buyer  has not issued written delivery instructions to Seller as to Buyer's requested method of shipment by the time  Products are ready for shipment, Seller may select any reasonable method of shipment without liability by reason  of its selection ("Shipment"). All Shipment dates are approximate and not guaranteed by Buyer. Seller may, in its  sole discretion, without liability or penalty, make partial Shipments of Products to Buyer. Each Shipment will  constitute a separate sale, and Buyer shall pay for the Products shipped, in accordance with the payment terms  specified in the applicable Purchase Order, whether such Shipment is in whole or partial fulfillment of such Purchase  Order. Seller shall not be liable to Buyer for damages or charges resulting from a delay in the Delivery of Products,  or for partial Shipments.  

(b) The quantity of Products shipped, as recorded by Seller on the packing slip included with the Shipment, is conclusive evidence of the quantity received by Buyer on Delivery unless Buyer can provide conclusive evidence  proving the contrary. If Seller delivers to Buyer a quantity of Products of up to 15% less than the quantity set forth  in the applicable Purchase Order, Buyer shall not be entitled to object to or reject the Products or any portion of  them by reason of the shortfall and shall pay for such Products at the Price set forth in the Purchase Order, adjusted  pro rata. Seller shall not be liable for any non-Delivery of Products (even if caused by Seller’s negligence) unless  Buyer gives written notice to Seller of non-Delivery within three (3) business days of the date when the Products  would, in the ordinary course, have been received by Buyer. Any liability of Seller for non-delivery of Products  shall be limited to replacing the Products within a reasonable time or adjusting the invoice for such Products to  reflect the actual quantity of Products delivered. 

(c) Buyer may cancel or postpone a scheduled Shipment under a Purchase Order only with the prior written  consent of RMS, which consent may be withheld in RMS’s sole discretion, and upon payment of reasonable  cancellation fees. 

(d) If and to the extent that Shipment and Delivery are made from any Seller-affiliated facility, public  warehouse, or supplier, such entity shall have the right to require the execution of an access agreement prior to  granting Buyer, its carriers, contractors or agents, access to such facility. Buyer agrees that it, and its carriers,  contractors and agents, will comply with such facility’s safety rules and regulations. 

6. INSPECTION. Immediately upon Buyer’s receipt of Products, Buyer shall, at its sole cost and expense,  inspect the Products. Buyer shall promptly notify RMS in writing of the rejection of any Delivery, specifying the  reason for the rejection and providing photographic evidence and any other supporting documentation related to  the rejection requested by RMS ("Delivery Rejection Notice"). Buyer’s failure to give RMS any Delivery Rejection 

Notice five (5) business days if receipt by Buyer shall constitute an unqualified acceptance of the Product and the  Shipment and a waiver by Buyer of all claims with respect thereto. If Buyer has reason to believe any Product does  not comply with the limited warranty set forth herein, Buyer shall not Use the Product without the prior written  approval of the Seller. 

7. CHANGES TO PRODUCTS; FURTHER HANDLING AND USE.  

(a) RMS may at any time make changes in the design, composition of ingredients, and the packaging of its  Products in compliance with applicable law. 

(b) If Buyer uses (contrary to provided use instructions, or after Delivery but prior to a Delivery Rejection  Notice, or after the date of the Delivery Rejection Notice), or otherwise alters, modifies, processes, disposes of, or  makes any other changes from the original condition upon Shipment of any part of the Products or packaging at any  time (collectively, “Use” or, as a verb, “Used”), the warranty set forth herein shall not apply. 

(c) Without Seller's express, advance written consent, to be given or not in Seller's sole and absolute  discretion, Buyer shall not, directly or indirectly, resell any of the Products online, whether through Buyer's website,  a Buyer affiliate website, or any third-party website (i.e. Amazon).  

(d) Seller shall not be liable for, and Buyer shall indemnify, defend and hold harmless Seller, its affiliates and  their respective equity owners, shareholders, officers, directors, members, managers, employees, representatives  and agents (“Indemnitees”) from and against any and all claims, losses, liabilities, costs and expenses, including  attorneys’ fees, (collectively, “Claims”) arising out of or resulting from the handling, Use, combination with other  ingredients, incorporation, manufacture, storage, processing, alteration, distribution, transportation, sale or  marketing of Products(including the resale of Products as prohibited by subsection (c) of this Section 7), or any other  action or inaction with regard to the Products, in each case after the delivery thereof to Buyer, including, without  limitation, product liability claims, intellectual property claims, and other liability for injuries, death, losses or  damages; provided however, that Buyer shall not be liable to Seller for damages directly caused by the sole  negligence of Seller. Buyer’s obligation shall survive the termination, cancellation or expiration of all Purchase Orders  delivered pursuant to these Terms and the cessation of business between Seller and Buyer. 

8. RETURNS; RESTOCKING. A Product may be returned only with Seller’s prior written authorization, which  can be conditioned or denied at any time in Seller’s sole discretion, and for credit only, subject to being returned  freight prepaid to a warehouse designated by Seller and subject to a restocking charge of twenty-five (25%) percent  of the invoiced price for the Product. 

9. LIMITED WARRANTY. RMS warrants, at the time of Delivery, only that: (i) Products, if delivered by RMS in  the United States, are not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic  Act of June 25, 1938 (the “1938 Act”), as amended, or the Fair Packaging and Labeling Act of 1966 (together with  the 1938 Act, the “Federal Acts”), as amended, or within the meaning of any state cosmetic or drug law substantially  similar to those Federal Acts (the “State Acts”), and that the Products are not articles which may not, under the  provisions of Section 404 or 505 of the 1938 Act or the State Acts, be introduced into interstate commerce; and (ii)  RMS will deliver good title to the Products and the Products shall be delivered free of liens and encumbrances. The  limited warranty in (i) above shall be void and Seller shall have no liability or responsibility for any claims respecting  the quality or condition of the Product (a) if Buyer has not examined, inspected, sampled and tested the Product, or  caused the Product to be examined as required in these Terms, or (b) Buyer’s agents or carriers do not store and  handle the Product properly in accordance with standard good practices, the Product specifications or RMS’s  direction. Buyer, having the expertise and knowledge in the intended Use of Products and any Use or other product  made therefrom, assumes all risk and liability for results obtained by the Use of Products, whether Used singly or in  combination with other ingredients or in any process. EXCEPT AS SET FORTH IN THIS SECTION, RMS SPECIFICALLY  DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW  OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS OF THE PRODUCT FOR A 

PARTICULAR PURPOSE. ANY DETERMINATION OF THE SUITABILITY OF THE PRODUCT FOR THE USE CONTEMPLATED  BY BUYER IS BUYER’S SOLE RESPONSIBILITY. 

10. LIMITATION OF LIABILITY AND LIMITED REMEDIES. NOTWITHSTANDING ANYTHING HEREIN TO THE  CONTRARY, IN NO EVENT WILL RMS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOST OR PROSPECTIVE  PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING,  WITHOUT LIMITATION, LOST EARNINGS OR BUSINESS INTERRUPTION, WHETHER OR NOT BASED UPON RMS’S  NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN TORT OR ANY OTHER CAUSE OF ACTION INCLUDING,  INTER ALIA, THOSE INCIDENTAL AND CONSEQUENTIAL DAMAGES REFERENCED IN THE UNITED STATES UNIFORM  COMMERCIAL CODE. Buyer’s exclusive remedy against RMS for any cause of action under the Terms, including for  failure to deliver, is, at RMS’s option, either: (i) replacement of the Products; or (ii) refund of the amount paid to  RMS for the Products. IN NO EVENT SHALL RMS’S CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY BUYER  TO RMS FOR THE PRODUCTS. BUYER ACKNOWLEDGES AND AGREES THAT BUYER’S REMEDY IN (i) OR (ii) IS FAIR  AND ADEQUATE. 

11. IMITATIONS ON SUITS AND ACTIONS Buyer shall not commence any claim to enforce Buyer’s rights or  remedies arising from a sale under any Purchase Order later than one year from the date of Shipment. If any claim  by Buyer cannot be settled amicably between the Parties, such claim shall be settled by arbitration, in accordance  with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall  be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction  thereof. 

12. COMPLIANCE WITH LAWS AND EXPORT REGULATIONS 

(a) “Laws” shall mean all applicable laws, treaties, conventions, directives, statutes, ordinances, rules,  regulations, orders, writs, judgments, injunctions or decrees of any governmental authority having jurisdiction over  the transactions, either in the United States or in the country where the Buyer is located, or in which subsequent  Buyers or consumers are located, including, without limitation, the export and/or import control Laws of other  countries.  

(b) Buyer is solely responsible for complying with all such Laws. If the Product is to be exported outside of  the United States, Buyer will be responsible for obtaining and maintaining, if applicable, all international regulatory  approvals and ensuring that the Product specifications and all analysis and other testing conducted complies with  all applicable international laws and regulations. Buyer shall hold Seller harmlessfrom and against any and all losses,  damages, liabilities, claims, costs and expenses of any kind arising out of or relating to any fines, penalties, sanctions,  claims, actions, proceedings, or lawsuits, threatened or commenced as a result of Buyer's failure, directly or  indirectly, to comply with such Laws. 

(c) Without limiting the foregoing, Buyer assumes all responsibility for Shipments of Products requiring any  import or export clearance. Buyer shall comply with all applicable United States and foreign import and export  controls, Laws, regulations, orders and requirements. The Products, including any documentation, instructions, and  any related technical data included with, or contained in, such Products, may be subject to various export control  laws and regulations. Buyer agrees that all applicable import and export control Laws, regulations, orders and  requirements, including without limitation those of the United States and the jurisdictions in which Buyer is  established or from or to which Products may be supplied, will apply to their receipt and Use. Buyer shall not, and  shall not permit any third parties to, directly or indirectly, use, transfer, release, divert, transship, import, or  export/re-export Products in violation of such Laws. 

(d) If Buyer violates any United States export laws or regulations, including but not limited to the Export  Administration Regulations and/or the United States economic sanctions administered by OFAC, Seller may,  immediately and without notice, terminate any purchase order submitted by Buyer, and/or any business  arrangement or relationship with Buyer. 

13. ANTI-TERRORISM AND ANTI-BRIBERY LAWS Buyer represents and warrants that neither buyer nor any of  its parents, affiliates, representatives, agents or employees: (i) is identified, either by name or an alias, pseudonym  or nickname, on the lists of “Specially Designated Nationals” or “Blocked Persons” maintained by the U.S. Treasury  Department’s Office of Foreign Assets Control (texts currently available at  www.treas.gov/offices/enforcement/ofac/); (ii) is directly or indirectly owned or controlled by the government of  any country that is subject to a United States embargo; (iii) acts, and none of them will act, directly or indirectly on  behalf of the government of any country that is subject to a United States embargo; or (iv) has violated, and none  of them will violate, any law prohibiting corrupt business practices, money laundering or the aid or support of  persons who conspire to commit acts of terror against any person or government, including acts prohibited by the  USA Patriot Act (text currently available at http://www.epic.org/privacy/terrorism/hr3162.html), and U.S. Executive  Order 13224. Buyer will take all reasonable steps to require its respective representatives, consultants, agents,  subcontractors and employees to comply with such laws prior to engaging or employing any such persons. The  foregoing constitute continuing representations and warranties, buyer will immediately notify RMS in writing of the  occurrence of any event or the development of any circumstance that might render any of the foregoing  representations and warranties false, inaccurate or misleading. 

14. DEFAULT. Upon the occurrence of any of the following: (i) the failure by Buyer to provide payment when  due, and such failure remains uncured for a period of at least ten (10) business days; (ii) the failure of Buyer to  perform any other required obligation where such failure is not excused or cured within ten (10) business days after  written notice thereof; or (iii) the occurrence of a Bankruptcy Event (as hereinafter defined), then any and all  obligations of Buyer, including payments or deliveries due, will, at the option of Seller, become immediately due and  payable or deliverable, as applicable, and Seller, in its sole discretion and without prior notice to Buyer, may do any  one or more of the following: (a) suspend its performance; (b) cancel any Purchase Orders or other sales agreed to  by Buyer and Seller; and/or (c) Set-off against any amount that Seller and its affiliates owe to Buyer and its affiliates  under any agreement or transactions(s) between such parties. If Seller suspends performance and withholds Product  delivery as permitted above, Seller may sell the Products to a third party and deduct the proceeds of such sale from  the claim against Buyer. All reasonable costs resulting from Buyer’s default as identified above, including, without  limitation, all costs associated with the transportation (including demurrage and other vessel or shipping-related  charges), storage, and sale of the Product shall be paid by Buyer. In addition, Seller shall be entitled to recover from  Buyer all court costs, attorneys’ fees and expenses incurred by Seller in connection with Buyer’s default, and interest  on past due amounts at the rate specified in these Terms. The foregoing rights, which shall include, but not be limited  to, specific performance, shall be cumulative and alternative and in addition to any other rights or remedies to which  Seller may be entitled including at law or in equity. “Bankruptcy Event” means the occurrence of any of the following  events with respect to Buyer or any Performance Assurance provider for Buyer: (i) filing of a petition or otherwise  commencing, authorizing or acquiescing in the commencement of a proceeding or cause of action under bankruptcy,  insolvency, reorganization or similar Law; (ii) making of an assignment or any general arrangement for the benefit  of creditors; (iii) having a bankruptcy petition filed against it and such petition is not withdrawn or dismissed within  thirty (30) days after such filing; (iv) otherwise becoming bankrupt or insolvent (however evidenced); (v) having a  liquidator, administrator, custodian, receiver, trustee, conservator or similar official appointed with respect to it or  any substantial portion of its property or assets; or (vi) being generally unable to pay its debts as they fall due. 

15. FORCE MAJEURE: RMS shall not be liable for failure to make any Delivery hereunder caused by or resulting  from events or circumstances beyond RMS’s reasonable control, including without limitation, acts of God, fire,  explosion, flood, earthquakes, weather, riots, civil disturbances, invasions, hostilities, revolutions, insurrections,  epidemics, pandemics, quarantine restrictions, wars, act of terrorism, actions of governments, voluntary or  involuntary compliance with any Law or request of any governmental authority, any detention or rejection of the  Products by an agency of the United States or of any foreign government, strikes, lockouts or other labor difficulties,  failure of usual sources of Products or supplies, mechanical or electronic failure, plant shutdowns, any necessity not  to operate or to reduce operations, or any circumstances beyond the reasonable control of the party seeking excuse  from performance, including, RMS’s inability to obtain delivery from its suppliers. RMS may apportion any reduced 

quantity of Products among its customers in its sole discretion, and/or eliminate any/all quantities of Product(s)  affected from an accepted Purchase Order. Under no circumstance will RMS be obligated to obtain Products for  Delivery hereunder other than from its usual, customary and/or most recent source of supply, as determined by  RMS in its sole and absolute discretion. Nothing in this paragraph shall excuse Buyer from the timely payment of  any amounts due to RMS under a Purchase Order or otherwise pursuant to these Terms. 

16. CONFIDENTIAL INFORMATION. The Parties shall treat as confidential all information supplied by the other  which is not in the public domain, including, without limitation: (i) methods and processes of operation;(ii) identities  of employees, customers, suppliers and their personnel and/or their production means and methods, including  information developed from site visits as well as RMS’s inventory volumes, inventory levels, number of SKUs,  containers, cross dock orders, and other information concerning its warehousing and operations; (iii) cost and  expense information; (iv) production information; (v) trade secrets; (vi) confidential processes and technology; (vii)  pricing information; (viii) computer programs and equipment; (ix) know-how; (x) research; (xi) inventions; (xii)  financial statements or other financial information; (xiii) marketing plans and strategies; (ix) recipes and samples;  and (x) other information of RMS’s (collectively, the “Confidential Information”). The parties shall: (i) limit use of the  Confidential Information only to the performance of the Terms; and (ii) limit the disclosure of the Confidential  Information to those employees whose knowledge of such Confidential Information is necessary in the ordinary  course of business, unless prior written consent has been granted by the other Party to permit other use or  disclosure. Each Party shall, upon written request after expiration, termination or cancellation of any business  relationship between the Parties, promptly return all documents previously supplied, destroy any and all copies that  were reproduced, and send written confirmation to the other Party certifying such destruction. RMS’s remedies for  any violation of this section shall include, but are not limited to, injunctive relief. 

17. INTELLECTUAL PROPERTY; TRADEMARKS. Except as may be contained in a separate trademark license, the  sale of a Product (even if accompanied by documents using a trademark or trade name) does not convey any license,  express or implied, for Buyer to use any RMS trademarks or trade names in any way whatsoever, and Buyer shall  claim no ownership interest or right therein whatsoever. All intellectual property rights of RMS shall remain the  property of RMS and will be kept confidential in accordance with these Terms. All drawings, know how, inventions,  devices, developments, processes, copyrights, trademarks, patents and applications therefore, and other  information or intellectual property disclosed or otherwise provided to Buyer by RMS, including intellectual property  developed by RMS as a part of its relationship with Buyer, and all rights therein will remain the property of RMS and  will be kept confidential by Buyer in accordance with these Terms. Buyer shall have no claim to, nor ownership  interest in, any intellectual property and such information, in whatever form and any copies thereof, shall be  promptly returned to RMS upon written request of RMS. Buyer shall indemnify and hold harmless RMS against any  claim, demand, loss, expense, or liability, including attorneys’ fees, for actual or alleged infringement of any patent,  trademarks, or other intellectual property rights in any way related to (a) the manufacture and sale of Products,  manufactured in accordance with information supplied by Buyer; (b) Buyer’s Use of the Products other than as  specified by RMSS; (c) Buyer’s modification of the Products; and (d) Buyer’s Use of any RMS Productsin combination  with goods or property not supplied by RMS. 

18. GOVERNING LAW; VENUE; SUBMISSION TO JURISDICTION. The validity, performance, construction, and  effect of these Terms, and all matters arising out of or relating thereto, shall be interpreted in accordance with the  Laws of the State of South Carolina, without regard to its conflicts of law rules or principles. Any action or proceeding  between Buyer and Seller relating to the Terms shall be commenced and maintained exclusively in the state or  federal courts in South Carolina, and Buyer submits itself unconditionally and irrevocably to the personal jurisdiction  of such courts. BUYER AND SELLER EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY  RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO  OR ARISING OUT OF THESE TERMS.

19. INDEMNIFICATION. Buyer shall defend, indemnify and hold Seller harmless against any and all claims,  losses, liabilities, damages, costs or expenses, including reasonable attorney’s fees and court costs, arising out of  Buyer’s breach of any obligations, representation, warranty or agreement made under these Terms and/or in  connection with a Purchase Order, and/or (b) Buyer’s actions, inactions, fraud or willful misconduct. 

20. FINAL AGREEMENT Except as otherwise agreed in writing, these Terms constitute the entire agreement  between RMS and Buyer with respect to the subject matter hereof, and there are no understandings, agreements,  or representations, express or implied, which are not contained herein. These Terms shall not be modified by any  prior course of dealing or trade customs and usage. 

21. UNITED NATIONS CONVENTION ON CONTRACTS. The United Nations Convention on Contracts for the  International Sate of Goods does not apply to any transaction between RMS and Buyer, and Buyer expressly waives  any rights or remedies under such Convention. 

22. WAIVER; INVALIDITY OF PROVISION. Waiver or failure to enforce by either party any breach of these Terms contained herein will not be construed as a waiver of any other term or condition or continuing breach. The invalidity  or unenforceability or any provisions hereunder shall not affect the validity or enforceability of its other provisions. 

23. NOTICES. All notices, consents, communications or transmittals under these Terms shall be in writing and  shall be deemed received on the day of delivery if delivered by internationally or nationally-recognized overnight  courier or delivery service, (with confirmation of receipt), or within five (5) business days if mailed by United States  certified mail, return receipt, postage prepaid, addressed to the party to whom such notice is given at the address  of such party.