Non-Wholesaler Sales Terms – Effective May 1, 2009

Bedford Laboratories, a division of Ben Venue Laboratories, Inc., makes products available to customers according to these Sales Terms. Bedford Laboratories objects to and rejects any customer attempt at modification of these terms and conditions, providing additional terms and conditions, or replacement of these terms and conditions in an order or other documentation provided by a customer. Any modification, addition, or replacement must be agreed to in writing between Bedford Laboratories and the customer. These terms and conditions are not applicable to transactions with any customer where Bedford Laboratories and the customer have a pre-existing, written agreement regarding those transactions. Do not place an order with Bedford Laboratories unless the terms contained herein are accepted.

Payment Terms
NET 30 days from date of invoice.

Orders and Prices
All orders are subject to acceptance by Bedford Laboratories. Prices are subject to change without notice.

Service
Generally, orders are shipped within 48 hours of receipt.

Minimum Order Requirements and Shipments
Bedford Laboratories product orders over $200.00 are shipped prepaid. For orders less than $200.00, a $20.00 shipping and handling charge will be applied. Orders within the contiguous United States are shipped F.O.B. destination. Orders for Hawaii, Alaska, Puerto Rico and U.S. Virgin Islands are shipped F.O.B. shipping point. Orders are shipped from Bedford Laboratories' distribution center in Bedford, Ohio. Customers requesting special handling will be billed for additional expenses.

Damages in Transit
If shipments arrive broken or damaged, insist upon the transportation company's agent noting "damaged" or "broken" on the freight bill. The damaged material must remain in the original carton for inspection by the transportation company. All requests for credit for damaged or broken goods must be received by Bedford Laboratories within 10 days of delivery by contacting 800-562-4797.

Order and Shipping Errors
In order to be resolved appropriately, order discrepancies including over-shipments, short-shipments, ordering errors or any other error must be reported to Bedford Laboratories' Customer Service at 800-562-4797 within 10 days of delivery. All adjustments require prior authorization.

Returns
Returns will be handled in accordance with Bedford Laboratories Returned Goods Policy, available at www.bedfordlabs.com, by contacting Bedford Laboratories Customer Service at 800-562-4797, or by contacting your local Bedford Laboratories representative.

Force Majeure
Bedford Laboratories will not be liable for any delays or failure to perform resulting from circumstances or causes beyond its control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, terrorist acts, war, or any law, order or requirement of any governmental agency or authority or regulatory changes.

Limited Warranty
BEDFORD LABORATORIES WARRANTS THAT, AT THE TIME OF SHIPMENT, SUCH PRODUCT ORDERED BY CUSTOMER WILL NOT BE ADULTERATED OR MISBRANDED WITHIN THE MEANING OF THE FEDERAL FOOD, DRUG AND COSMETIC ACT AS AMENDED AND IN EFFECT AT THE TIME OF SHIPMENT. BEDFORD LABORATORIES MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. BEDFORD LABORATORIES SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES IN THE EVENT THAT SUCH PRODUCTS ARE NOT ADMINISTERED, HANDLED, OR OTHERWISE USED IN STRICT ACCORDANCE WITH THE DESCRIPTION AND DIRECTIONS ON THE PRODUCT'S LABELING. IN ANY EVENT, BEDFORD LABORATORIES SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES.

CUSTOMER'S REMEDY FOR BREACH OF WARRANTY PERTAINING TO THE PRODUCT PROVIDED SHALL BE LIMITED SOLELY TO THE PRODUCT REPLACEMENT OR REFUND OF THE PRICE PAID FOR THE SUCH PRODUCT WHICH, UPON BEDFORD LABORATORIES' EXAMINATION, IS FOUND TO BE NOT IN COMPLIANCE WITH THE LIMITED WARRANTY CONTAINED ABOVE.

Indemnification
Bedford Laboratories shall indemnify and defend customers from any third party claims arising out of a breach of the Limited Warranty set forth above, except to the extent such claims arises from customer's, its employees' or agents': (i) negligence, (ii) willful misconduct; (iii) violation of any applicable law; or (iv) if the product is not administered, handled and otherwise used in strict accordance with the description and directions on such labeling.

Waiver
Waiver by Bedford Laboratories of any breach by customer shall not operate as a waiver of any future breach nor as a continuing waiver. All of Bedford Laboratories' remedies, whether provided by law, contract or contained elsewhere, shall be deemed to be cumulative. Customer shall bear all costs and expenses, including reasonable attorney's fees, incurred by Bedford Laboratories in enforcing the terms and conditions of this Sales Policy.