Index: Purpose, General Counsel, Contractual Requirements, Credit or Debit Card Purchases, Reservation of Rights, General

Purpose

1. This web page has been posted by TRIMSPA® to give Public Notice of our contractual requirements for vendors and others doing business with TRIMSPA®. For our Internet use, disclaimer and options statement, please see http://www.trimspa.com/main/legal_privacy.shtml. Any transactions in violation of the procedures set forth in this Notice are void. All persons interested in this Notice are required to download a copy of the Notice as it exists at the time of their interest, or, any dispute shall be deemed to be governed by the most recent version posted on the TRIMSPA® web site.

General Counsel

2. Unless you are represented by counsel, you may contact the General Counsel via telephone at 973-267-4400 during regular business hours, Monday through Friday.

Contractual Requirements

3.1 TRIMSPA® wants to do business with you, and we want you to know that we will treat you fairly. To make sure that we both understand any agreement we may make, all agreements with TRIMSPA® must be in writing signed by a properly authorized representative. No verbal, unsigned or partially signed contract shall be considered valid.

3.2 All contracts must be approved by TRIMSPA® Counsel and an Executive Officer (CEO, CFO or COO, etc.) before signing. If a contract does not have the signatures of TRIMSPA® Counsel and an Executive Officer, it is not valid. Any Contract personally signed by the CEO, is valid.

Credit or Debit Card Purchases

4.1 Credit or Debit Card purchases from TRIMSPA® (herein, Card Purchases) shall be subject to the terms of this Transactions Requirements Notice.

4.2 Card Purchases by retail customers are governed by the terms and conditions agreed to by TRIMSPA® with the Card Service Providers. Card Purchases by wholesale customers or distributors are governed by the terms and conditions of the agreement between TRIMSPA® and the wholesale customer or distributor. Wholesale customers and distributors agree not to dispute such Card Purchases so long as the goods ordered are delivered. Card Purchases from Vendors by TRIMSPA® are subject to the terms and conditions of this Notice which shall supercede any and all other written agreements or communications between the parties whatsoever. Whenever TRIMSPA® prepays any charge for a service or goods prior to actual receipt of such service or goods, if vendor fails to perform, TRIMSPA® reserves the right to object to and dispute such charge and the vendor consents to the removal of such charge until the dispute is resolved.

Reservation of Rights

5.1 TRIMSPA® reserves all rights under statutory and common law and the Uniform Commercial Code.

5.2 TRIMSPA® reserves the right to subtract the reasonable costs associated with Vendor billing errors, delays or other issues beyond our control that result in time, effort or expense to TRIMSPA®.

General.

6.1 ANY DISPUTE ARISING FROM ANY AGREEMENT SUBJECT TO THESE TRANSACTION REQUIREMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY AND SHALL BENEFIT AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS. Any and all disputes shall be resolved solely in the courts located with the State of New Jersey, United States of America, and the Parties consent to the jurisdiction of such courts and irrevocably waive any objection thereto, including on the basis of improper venue or forum non-conveniens, except that an action to recognize and enforce an award may be instituted in any court of competent jurisdiction.

6.2 Should any Party to an Agreement subject to these Transaction Requirements reasonably retain counsel for the purpose of enforcing or preventing the breach of any provision of any such Agreement and/or these Transaction Requirements, then if the matter is settled by judicial determination, mediation, or arbitration, the prevailing Party (whether at mediation, trial or appeal) shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the losing Party for all costs and expenses incurred, including, but not limited to, reasonable attorneys’ fees and costs for services rendered.

6.3 The waiver by any Party of any breach or failure to enforce any of the terms and conditions of any Agreement subject to these Transaction Requirements and/or these Transaction Requirements at any time shall not in any way affect, limit or waive either Party’s rights thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

6.4 Any and all communication directed to Company shall be in English.

6.5 The Parties expressly state that they are subject to the jurisdiction of, and will abide by the rules and regulations of, the Internet Corporation for Assigned Names and Numbers (hereinafter, “ICANN”) and the World Intellectual Property Organization (hereinafter, “WIPO”).

Last Revised: 4/22/05 KCD