Purchasing Terms

April 4, 2012

Contents
1.0 Purchase Orders ................................................................................................................................................................................... 2 1.1 Order Acceptance ............................................................................................................................................................................ 2 1.2 Confirmation .................................................................................................................................................................................... 2 1.3 Termination of Open Purchase Orders ............................................................................................................................................ 2 2.0 Shipping, Receiving and Paperwork Requirements ............................................................................................................................. 3 2.1 Shipping Requirements.................................................................................................................................................................... 3 2.1.1 Ownership ................................................................................................................................................................................ 3 2.2 Standard Receiving Requirements................................................................................................................................................... 3 2.2.1 Packaging Requirements .......................................................................................................................................................... 4 2.3 Shipping Paperwork Requirements ................................................................................................................................................. 4 3.0 Receiving Terms and Remedies for Discovered Non-Conformance .................................................................................................... 4 3.1 Receiving Acceptance Terms ........................................................................................................................................................... 4 3.2 Refusal Terms .................................................................................................................................................................................. 5 3.3 Remedies of Non Conformance ....................................................................................................................................................... 5 3.3.1 Remedy Charges ....................................................................................................................................................................... 5 4.0 Invoicing Requirements ....................................................................................................................................................................... 6 4.1 Accounts Payable Terms .................................................................................................................................................................. 6 4.2 Required Invoice Paperwork Components ...................................................................................................................................... 6 4.3 Transmission of Invoice ................................................................................................................................................................... 6 5.0 Specifications of Goods ........................................................................................................................................................................ 7 5.1 Chemical Raw Materials .................................................................................................................................................................. 7 5.1.1 Shipping Requirements ............................................................................................................................................................ 7 5.1.2 Packaging Requirements .......................................................................................................................................................... 7 5.2 Packaging Components ................................................................................................................................................................... 7 5.2.1 Bags .......................................................................................................................................................................................... 7 5.2.2 Bottles, Drums, Pails and Totes ................................................................................................................................................ 8 5.2.3 Boxes and Corrugate ................................................................................................................................................................ 8 5.2.4 Caps, Closures and Lids ............................................................................................................................................................ 8 5.2.5 Dip Tubes and Portioning Cartridges ....................................................................................................................................... 8 5.2.6 Labels ....................................................................................................................................................................................... 8 5.2.7 Other ........................................................................................................................................................................................ 9 5.3 Finished Goods ................................................................................................................................................................................ 9 5.3.1 Bottles: ..................................................................................................................................................................................... 9 5.3.2 Boxes: ....................................................................................................................................................................................... 9 5.3.3 Cardboard Partition:............................................................................................................................................................... 10 5.3.4 Chemical: ................................................................................................................................................................................ 10 5.3.5 Closures: ................................................................................................................................................................................. 10 5.3.6 Dip Tube/Dilution Control: ..................................................................................................................................................... 10 5.3.7 Identification: ......................................................................................................................................................................... 10 5.3.8 Labels: .................................................................................................................................................................................... 10 5.3.9 Pails: ....................................................................................................................................................................................... 11 6.0 Pricing ................................................................................................................................................................................................ 11 6.1 Pricing Terms ................................................................................................................................................................................. 11 7.0 Legal and Ethics .................................................................................................................................................................................. 11 7.1 Jurisdiction and Legal .................................................................................................................................................................... 11 7.2 Warranty ........................................................................................................................................................................................ 12 7.3 Business Standards and Legislation ............................................................................................................................................... 12 7.4 Sustainable Business Practices ...................................................................................................................................................... 12 7.4.1 Economic ................................................................................................................................................................................ 12 7.4.2 Environmental ........................................................................................................................................................................ 12 7.4.3 Social ...................................................................................................................................................................................... 12

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1.0 Purchase Orders

1.1 Order Acceptance
The seller is required to fulfill all requirements of the Purchase Order and Charlotte Purchasing Terms listed in this document. Any questions, modifications or request for exemption from a specific requirement must be made prior to delivery of the Purchase Order. Default acceptance terms are: Upon delivering goods to Charlotte, the seller accepts the Purchase Order and all standard Purchasing Terms irrevocably Charlotte Purchase Orders override seller order confirmations, without exception. Fair post delivery amendments may be made only at the discretion of the buyer Modifications to Charlotte Purchase Order terms or prices must be made prior to delivery. The onus is on the seller to receive confirmation of changes by the buyer before delivery

1.2 Confirmation
The seller must confirm all orders by return email to the issuing buyer at Charlotte, or, fax if email is unavailable. PDF format is preferred. Confirmation must include the following details: Name of the vendor and date the order was received Charlotte purchase order number and seller sales order number Payment terms (eg. Net 50, 2% N10 ect.) Delivery date(s) Itemized list of ordered goods including: Seller item code Charlotte stock keeping unit code (if available) Item description Ordered quantities Unit of measure Price per unit of measure Line item total price Freight terms or freight charge line item if terms are "Prepaid and Collect" Any other documents specifically requested by the buyer (eg. NAFTA Certificates)

1.3 Termination of Open Purchase Orders

Charlotte reserves the right to cancel any issued Purchase Order in the event that business is interrupted, in whole or in part, for reasons beyond control such as: Acts of God (flood, hurricane, earthquake, tornado) Disasters (man-made or natural, including pandemics) Fire Governmental, National or Political Actions (Embargo, New Taxation, Nationalization) Strike or other labour action War or civil upheaval

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Cancelling under these conditions is at the discretion of the buyer, and may be applied to business conditions at or of the buyer or seller. The buyer also reserves the right the pre-emptively cancel orders in the event any of the conditions listed above are predicted to occur by Government or mainstream media.

2.0 Shipping, Receiving and Paperwork Requirements

2.1 Shipping Requirements
Seller is required to ensure all materials (especially chemical goods) are shipped in accordance with the applicable laws of the Ontario, Canada, the seller's local government and any other jurisdictions the goods may pass through during transit. Under no circumstances should the seller ship any liquid, chemical goods or dangerous goods to the buyer via air freight. The following terms are expected in regards to shipping: If terms are "Prepaid" (delivered) the seller manages all logistics If terms are "Prepaid and Add" the seller manages logistics and charges buyer on the invoice. The seller should regularly tender freight to competition as to ensure freight rates are competitive If terms are "Collect" a carrier must be specified by the buyer. The seller must make an appointment with the carrier for pickup, and ship at an appropriate date to ensure the requested delivery date is met If terms are "Pickup" the seller must confirm to the buyer pickup date (and time if necessary), pickup location and any other relevant information 2.1.1 Ownership The terms of ownership are: Goods in possession of the seller are owned by the seller Goods in-transit being delivered at sellers expense (including prepaid and add freight) are owned by the seller Goods in-transit in possession of Charlotte or a third party carrier specified by the buyer prior to departure are owned by Charlotte Any goods purchased via performa invoice are owned by the seller until goods are delivered, picked up by Charlotte or taken by third party carrier specified by the buyer

2.2 Standard Receiving Requirements

Prerequisite requirements to receiving are: Packing Slip/ Bill of Lading must accompany shipment with itemized list of goods shipped, description of goods, Buyer Codes (if compatible with Sellers ERP), count of goods shipped, and count of all units backordered All Chemicals must be shipped with MSDS, no exceptions All Chemical raw materials must be shipped with Certificate of Analysis (or email .pdf copy to coa@charlotteproducts.com prior to delivery), no exceptions Deposit tracked items such as drums, totes or pallets must be identified on the bill of lading All goods must ship on pallets; the only exception is couriered goods. All pallets must be standard 40"x48" and be of sufficient quality to support the goods they are intended to ship Page | 3

There must be no overhanging goods on the width (40") and no overhanging on the length (48") Goods should be stacked on pallet no higher than 56 (50 product, 6 Pallet) Pallets must be stretch wrapped or strapped to prevent shipping damages from shifting Backorders over 15% of the original volume on Purchase Order must be filled at the sellers' expense 2.2.1 Packaging Requirements Shipping and secondary packaging must meet the following requirements: Packaging must be strong enough to withstand crushing if single stacked on a pallet 56" tall Packaging should not be damaged by the weight or nature of the goods within Packaging must protect the goods within from dust Secondary packaging must indicate goods quantity and description Chemical goods must be marked with a lot number printed or affixed permanently to primary and secondary packaging. Boxes intended for shipping liquids must have orientation arrows Regulated Goods must be packaged in government and industry mandated packaging

2.3 Shipping Paperwork Requirements

All deliveries should be accompanied by a bill of lading/packing list. Paperwork must list: Name of the vendor, date of shipment departure and intended delivery date Charlotte Purchase Order number, seller sales order number and bill of lading number Itemized list of goods including Seller item code Charlotte stock keeping unit code (if available) Item description Delivered quantities Units of measure Backordered quantities if any Any other documents specifically required/requested by the buyer (eg. Certificate of Analysis, MSDS ect.) For returnable deposit tracked items the seller should prepare the driver to issue detailed and traceable paperwork to Charlotte shipping/receiving department

3.0 Receiving Terms and Remedies for Discovered Non-Conformance

3.1 Receiving Acceptance Terms
Seller agrees that all goods shipped to Charlotte are subject to count and inspection. Charlotte agrees to inspect and receive the goods prior to sellers' invoice due date. The following conditions apply to all receipts: Goods drop shipped to any Third Party require proof of delivery/pickup to be provided by the seller Items that are refused will be declared promptly with the seller, removed from receivables and quarantined for return Items that are refused and quarantined will be returned to the seller. If returning goods is not possible, items will be disposed of at sellers' expense

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3.2 Refusal Terms

Goods not in accordance with specifications will be rejected and held at vendor's risk for disposal. Vendor must pay freight to return all rejects as well as costs of shipping replacement goods. Goods may be refused under the following conditions: Goods are damaged (includes damages in shipping), soiled, contaminated or wet Defective or off-specification Shipped without pallets Packaged incorrectly or not to regulation Unacceptable amount of overhanging goods on pallets Early or Late (+/- 5 business days from the PO due date) Regulated goods not accompanied by proper paperwork Chemical raw materials delivered without Certificate of Analysis

3.3 Remedies of Non Conformance

Any Goods or Services identified as unacceptable by Charlotte may be refused and sent back to seller at the sellers' expense. Should any unknown non conformance be discovered during the course of a production run within 36 months of initial delivery, the buyer has the discretion to complete the production run, return the goods to the Seller for refund/credit/remedy and charge cost variance to the seller Should no agreement on remedying non conforming goods be reached within 30 days of initial rejection, Charlotte may dispose of the goods at the buyers' discretion and charge any disposal costs to the seller 3.3.1 Remedy Charges Extra Labour Charge per Hour - $100 (in sellers currency) Extra Administration Charge per Hour - $50 (in sellers currency) Missing Certificate of Analysis - $100 initial charge, and $100 per working day starting next working day after initial request from Buyer (in sellers currency) Year Day $115,200.00 $458.96 $213,000.00 $848.61 251 8 Hour $57.37 $106.08

Value Added per Administration Employer Value Added per Labour Employee Working Days per Year Hours per Day

Industry Canada, Performance Soap and Cleaning Compound Manufacturing, Manufacturing Revenue per Employee <http://www.ic.gc.ca/cis-sic/cis-sic.nsf/IDE/cis-sic32561pere.html#per2>

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4.0 Invoicing Requirements

4.1 Accounts Payable Terms
Parties will observe the following default terms: In the absence of quick pay terms or terms specifically agreed to by the buyer, terms are Net 50 from invoice date In the absence of specified remit to details the buyer reserves the right to pay via electronic funds transfer, as a preferred means of secure payment Seller guarantees terms of any performa invoices paid by the buyer, and on request must issue a full refund within 5 business days should the terms listed not be met. Terms of performa invoice are final once payment is made; the seller cannot change terms or make any modifications unless buyer explicitly agrees in writing Should the seller declare bankruptcy or have incoming payments routed or garnished by a creditor/third party, Charlotte reserves the right to consult legal counsel and defer payment for 1 year from invoice date

4.2 Required Invoice Paperwork Components

The sellers' invoice must include the following information: Name of the vendor and date of the invoice creation date (cannot be before ship date) Charlotte Purchase Order number, sellers' sales order number, invoice number and bill of lading number Payment terms / due date (terms must agree with Charlotte Purchase Order) Itemized list of goods being invoiced including: Seller item code charlotte stock keeping unit code (if available) Item description Delivered quantities Unit of measure Price per unit of measure Line item total price Freight terms or freight charge line item if terms are "Prepaid and Collect" Any other documents specifically requested by the buyer Remit-to information and preferred method of payment. Charlotte prefers EFT electronic funds transfer as means of payment

4.3 Transmission of Invoice

Seller should transmit Invoice in one of the following methods: Email PDF copy to charlotte Accounts Payable clerk Fax Invoice to fax number designated on the Purchase Order, or alternate designated fax number Regular mail addressed to the bill to location listed on the Purchase Order

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5.0 Specifications of Goods

5.1 Chemical Raw Materials
5.1.1 Shipping Requirements The seller must fulfill the following chemical raw material shipping requirements: Goods must be shipped in accordance with the laws and regulations of each jurisdiction the material originates from, transits through and is delivered to Chemicals must be shipped via ground only. Under no circumstances should the seller ship any liquid, chemical goods or dangerous goods to the buyer via air freight Charlotte requires all chemical goods to be shipped with certificate of analysis, MSDS and any other regulated paperwork 5.1.2 Packaging Requirements The seller must fulfill the following chemical raw material packaging requirements: Proper label must be permanently affixed to the goods and must include chemical trade name and generic name A lot number must be printed or affixed to the top and sides of the packaging An expiration date must be permanently printed on the packaging The packaging should be robust enough to contain the chemical with no chance of incidental release under regular shipping and storage conditions The packaging must be UN certified if the chemical it contains is regulated All liquid chemical with a viscosity greater than table syrup or honey (1.3806 Pas at 25 C) must be shipped in an open head container. Slurry and semi solids must also be shipped in open head containers All dry chemical must be shipped in bags or an open head container Seller must not package or ship any chemicals in fibre drums. Ship only in steel or poly containers with an appropriate liner if necessary The maximum weights per unit of storage are: 25kg/55lbs per bag, no more than 40 bags on one pallet 28kg/62lbs per carboy or pail, no more than 36 units per pallet 320kg/705lbs per drum, no more than 4 drums on one pallet 1100kg/2425lbs per tote, no taller than 56" floor to ceiling Maximum height is 56" (50" for the chemical containers, 6" for the pallet)

5.2 Packaging Components

Packaging components purchased by Charlotte for use in the production of finished goods must meet the criteria of the following sub sections: 5.2.1 Bags Material: 2 mil clear or natural HDPE or LDPE Measurements: Must conform to supplied measurements and fall within specified tolerances Printing: Generic English and French infant suffocation warning Special: Ship in boxes with contents quantity and description clearly indicated

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5.2.2 Bottles, Drums, Pails and Totes Material: HDPE and PET, color must be that specified on Purchase Order. Should be composed of at least 15% post-production recycled resins (flashings, ect). Finished units must be BPA free Measurements: Must conform to supplied drawing and fall within specified tolerances Orifice: Standard neck finish must meet drawing specifications and fall within specified tolerances. Controlled "I" dimension must meet prescribed diameter within expected tolerances. Thread pitch should be 6TPI for 28-400 and 38-400 finishes unless otherwise specified on bottle drawing Identification: All units must indicate cavity number. UN tested bottles must indicate UN Class. Open head containers with orifice greater than 120mm must have infant drowning warning label Totes: All totes must be 1000L and UN approved. Refurbished totes must be thoroughly rinsed out or come with virgin bottle Special: Ship in boxes or flats with contents quantity and description clearly indicated. Flats are to only be used where bottles are strong enough to support the weight of three additional pallets of the same product stacked on top. Drums are to be shipped on pallets 5.2.3 Boxes and Corrugate Material: Pulp/fibre with a minimum 95% post consumer material. Must be 100% recyclable and biodegradable. All boxes must be pre-glued and folded Measurements: Must conform to supplied drawing and fall within specified tolerances Printing: Art must conform to approved drawing. Charlotte SKU code, orientation arrows, manufacturers seal and "Made in Canada" are always required unless specifically stated otherwise. Ink must be vegetable based and water fast ECT: Minimum ECT must be 40C unless another strength has been specifically requested Special: Boxes must be shipped with identification on each side of the pallet indicating Charlotte SKU, contents quantity and description 5.2.4 Caps, Closures and Lids Material: PP and HDPE, color must be as specified on Purchase Order Measurements: Must conform to supplied drawing and fall within specified tolerances. Thread pitch should be 6TPI for 28-400 and 38-400 finishes unless otherwise specified on cap drawing. Liner: Must be installed as specified in line item description on Purchase Order Special: Pail lids must come with Reike spout, and be lined with a gasket. UN tested closures and lids must indicate UN Class. All caps, closures and lids must ship in boxes with contests quantity and description clearly indicated 5.2.5 Dip Tubes and Portioning Cartridges Material: PP and HDPE, color must be specified on Purchase Order Measurements: Must conform to supplied drawing and fall within specified tolerances. Diameter must be tightly controlled to specification Special: Ship in boxes with contents quantity and description clearly indicated 5.2.6 Labels Stock: White BOPP, permanent adhesive with short-term removability, service temperature -29C to 93C, HDPE Loop Tack: 1.2 - 1.8 lbs peel adhesion: 1.1 - 1.7 lbs, PET Loop Tack: 3.6 - 4.2 lbs peel adhesion: 2.6 - 3.2 lbs (Recommended stock is Fasson 76911) Backing: Translucent and compatible with optical gap detection. Any splice must be as strong as the backing itself Page | 8

Ink: Vegetable based or UV. Must contain no VOC, heavy metals, toxins, carcinogens or mutagenic agents. Ink must be water fast and resistant to UV degradation over 3 years Roll diameter: Maximum 11" overall roll diameter with 3" core Special: Finished with UV lacquer. All rolls must have count indicated on the roll, and shipping cases should be maximum 10" tall with sample label affixed to one side 5.2.7 Other All purchased packaging goods and media not specified in previously mentioned criteria must conform to specification and sample provided to Charlotte buyer during initial quotation. All units must ship with clearly indicated contents quantity and description

5.3 Finished Goods

Finished goods purchased from a Third Party must meet the following specifications: All Finished goods must be stacked on a 40 x 48 pallet Pallet must be in good condition and able to support the weight of the load Finished goods should be stacked no higher than 56 (50 product, 6 Pallet) Finished goods should not be stacked higher than crush test / loading rate permits Finished goods must not leak, must be clean, free of mold, free of dust and free of residue from spillage or chemical migration Pallets must be stretch wrapped or strapped to prevent shipping damages Components and sub assemblies of all finished goods must meet the following specifications: 5.3.1 Bottles: Bottles must be in good condition and free of visible and/or measurable defects Bottle mould, resin and colors should not change from batch to batch without prior notification Bottles should be made from HDPE or PET unless other materials are approved by Charlotte Neck finish must be properly controlled where the application requires a dip tube or proportioning cartridge is installed Neck finish pitch must be 6TPI for both 28mm and 38mm Dip tube or proportioning cartridge must not increase spout diameter past max range of one standard deviation from target diameter Bottles should be UN rated if the contents are TDG Classified 5.3.2 Boxes: Boxes should be craft brown Box strength should follow ECT rating: 2x4L 55 ECT Single Wall (also 2x4.73L) 2x1.89L 55 ECT Single Wall (also 4x1.89L) 4x4L 55 ECT Single Wall (also 4x3.78L) 6x946ml 44 ECT (also 6x1L, 12x946ml or 12x1L) Any handles should be of sufficient strength to be used without tearing, if not, the handles should be removed from the box design Boxes must be printed with orientation arrows, quantity times metric and imperial volume declarations, country of origin declaration, and box manufacturers seal indicating ECT rating Box contents should be indicated on the outside via label or printed ink Boxes should be UN rated if the contents are TDG Classified Page | 9

5.3.3 Cardboard Partition: Corrugate should be craft brown 2x4L boxes should contain a corrugated partition perpendicular to the inner flaps opening to segregate the unit and provide added structural integrity (also 2x4.73L) 4x4L boxes should contain a corrugated partition perpendicular to the inner flaps opening to segregate the unit and provide added structural integrity (also 4x3.78L) Partitions should be stacked with flutes pointing upward to increase rigidity 5.3.4 Chemical: Chemical efficacy must be guaranteed by Seller for 3 years from delivery date unless another prescribed expiration date is printed on the goods prior to delivery Chemical should meet prescribed expectations as per Right to Know section on label Color and scent should not change from batch to batch without prior notification to Charlotte Seller must manage any 3rd party certifications (eg. CFIA, Green Seal, Eco Logo, UL, ect.) 5.3.5 Closures: The container closure must be installed correctly, and must prevent leakage of the chemical contents Closures should be lined with induction seal, gasket, foam or pulp to deter leakage Closure must not back-off after application and threads should not jump or strip Internal thread pitch must be 6TPI for both 28mm and 38mm Closure color must not change from batch to batch without prior notification If a vented closure is needed the seller must perform due diligence to ensure benefits outweigh consequences. The seller must keep test results for future reference Closures should be UN rated if the contents are TDG Classified 5.3.6 Dip Tube/Dilution Control: Dip tube should be firmly installed in the bottle without displacing or deforming the bottle or destroying the dip tube itself in the process Dip tube length must be sufficient to empty the contents accepting a reasonable amount of inaccessible residue Proportioning cartridge should be firmly installed in the bottle without displacing or deforming the bottle or destroying the unit itself in the process Proportioning cartridge should be installed correctly on a slant as prescribed by Hydro Systems Proportioning cartridge should meet the product specific dilution requirements 5.3.7 Identification: Primary and secondary packaging should be market with Charlotte SKU code and an identifying batch/lot number Certificate of Analysis must be supplied with shipment Primary and secondary packaging should be marked with an expiry date if expiry is less or greater than 3 years Dangerous goods must have "Ltd. Qty" indicated where applicable 5.3.8 Labels: Labels must be permanently applied to primary packaging The label must be applied on level, and be free of wrinkles, bubbles or tears Instances of obvious label printing defects should be identified with Charlotte purchasing prior to finished goods labelling (eg. label has no text or smudges of printing ink) Page | 10

5.3.9 Pails: Pails are to be in good condition and free of visible and/or measurable defects Moulds, resin and colors should not change from batch to batch without prior notification Pails should be made from HDPE resin Pails should be UN rated if the contents are TDG Classified

6.0 Pricing
6.1 Pricing Terms
All prices must be transmitted to Charlotte in writing. The following terms must apply: Quotes must be transmitted to Charlotte via emailed .pdf (or fax is email is unavailable) All quotes are valid until expiry date or date Charlotte receives new quote No surcharges are accepted. All charges must be represented in the price of the goods alone Price on sellers invoice must agree with Charlotte Purchase Order Any modification to prices on any issued Purchase Order must be made in writing by the buyer. Oral agreements are invalid

7.0 Legal and Ethics

7.1 Jurisdiction and Legal
The Seller must ensure compliance with national, provincial, state and local laws, statutes or regulations in regards to any business transactions carried out in the execution of a Purchase Order. In executing confirmation or delivery of any Charlotte Purchase Order, the seller agrees to all terms listed on the Purchase Order and within this Purchasing Terms document. The seller must irrevocably agree that all legal matters regarding transactions between the seller and Charlotte will be governed by the laws of the province of Ontario and the federal laws of Canada. The seller must waive application of the UN Convention on Contracts for the International Sale of Goods. The seller must irrevocably agree to submit to the jurisdiction of the Courts in the Province of Ontario and must waive all right to request a different venue on terms of inconvenience. Any legal action brought against Charlotte by the seller will be at the expense of the seller. Seller agrees to pay all costs; including mediation, arbitration, court costs, attorney fees and any other expenses related the litigation. The seller also agrees to give Charlotte exclusive right to defer proceedings to legal binding arbitration. The seller must specifically guarantee that all dangerous goods, hazardous materials or regulated substances are packaged and shipped from the point of origin in accordance with UN Recommendations on the Transport of Dangerous Goods and the Canadian federal Transportation of Dangerous Goods Act. Any repercussions or fines from compliance failure will be the liability of the seller; Charlotte and Charlotte agents will be held harmless from and against any and all claims, costs, fines, losses, accountings, damages and/or liabilities. The purchasing terms listed in this document and each Charlotte Purchase Order supersedes the common laws that govern both seller and Charlotte. In the event of a specific conflict or conflicts between terms on a Charlotte Purchase Order or this Purchasing Terms document with the written laws of Ontario or Canada, all other terms listed on the Purchase Order or in this Purchasing Terms document remain valid and in force. Page | 11

7.2 Warranty
The seller must warranty all goods and services for a period of 36 months, beginning on the day the goods are received by the buyer. The only exception will be goods with a specific expiration date that is marked on the primary packaging. All statements that attempt to waive warranty are void, and do not have to be disputed by the buyer at the point of purchase. This warranty only applies to original defects in the goods or services that Charlotte does not immediately detected at point of receipt (and would have therefore been rejected) or find expressed though the initial use. Any defects that are created through willful acts or negligent care by Charlotte will void the sellers' obligation to warranty that specific product

7.3 Business Standards and Legislation

All parties must observe and obey the domestic business laws of the Federal Government of Canada, Provincial Government of Ontario and where applicable the Federal or State Laws of the United States of America. The seller must also conform to the business standards of the following where applicable: (formal certification is preferred but not required) ISO 9001:2000 Standards Chemistry Industry Association of Canada Responsible Care Canadian Association of Chemical Distributors Code of Practice for Responsible Distribution

7.4 Sustainable Business Practices

Charlotte Products Ltd. is committed to sustainable business practices. The sellers' business must address economic, environmental and social sustainability. The seller should follow the following guidelines in respect to these aspects of sustainability: 7.4.1 Economic All vendors must make suitable profit during the course of regular operations to be viable. Any seller that operated at a loss is not a long term viable vendor and will weaken the Charlotte supply chain 7.4.2 Environmental All Vendors must maximize their stewardship of the Environment. Wherever possible business must be shifted to sustainable and renewable process in regards to the environment Incorporating an environmental sustainability initiative is essential to future economic success, as every resource is finite unless it is renewable "Green Washing" and trading of one environmental advantage for another disadvantage are to be avoided 7.4.3 Social All businesses must accept there are more stakeholders than simply the owners, buyers and sellers. All parties have a reasonability to ensure the proper consideration of workers, community, and the commons Degradation of the commons is a social detriment and should be avoided

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