Applicable to All Quotations, Orders, and Website Checkout Transactions

These Sales Terms and Conditions (“Terms”) apply to all quotations, sales, and shipments of products (“Products”) by Seller. By accepting a quotation, issuing a purchase order, or completing checkout through Seller’s website, Buyer agrees to be bound by these Terms.

1. PRICE; PAYMENT; SHIPMENT

1.1 Pricing.
All prices are as stated in Seller’s quotation and are Ex Works (EXW) Seller’s facility unless otherwise specified in writing. Prices exclude applicable taxes, duties, tariffs, freight, insurance, and similar charges, all of which shall be the responsibility of Buyer.Quotations are valid only for the period specified therein. Seller reserves the right to revise pricing after expiration of the quotation validity period.

1.2 Credit Card Fees.
If payment is made by credit card, applicable processing fees may be passed through to Buyer.

1.3 Payment Terms.
Domestic payment terms, subject to credit approval, are NET 30 days from date of shipment unless otherwise stated. International sales require wire transfer or Irrevocable Letter of Credit unless otherwise agreed in writing.

Overdue payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Seller may withhold shipments if any amount owed by Buyer is more than ten (10) days past due. Seller shall have no obligation to resume shipments until all outstanding invoices are paid in full.

1.4 Shipment; Risk of Loss.
Shipping dates are estimates only. Risk of loss or damage transfers to Buyer upon shipment from Seller’s facility. Seller’s weights and counts taken at shipping point shall govern. Seller reserves the right to route shipment at its discretion.

2. CANCELLATION

Orders may not be canceled except as follows:

• Before raw materials are purchased: No cancellation charge.

• After raw materials are purchased but before production: Buyer shall pay the cost of raw materials purchased, plus any applicable disposal fees. If Seller can reasonably repurpose such materials, Seller may reduce the cancellation fee to twenty-five percent (25%) of raw material cost.

• After production begins or Products are manufactured: Orders are non-cancelable. If Seller elects to accept cancellation, Buyer shall pay the full order amount plus any disposal or restocking costs. Seller may, at its discretion, accept a post-production cancellation subject to a minimum 25% restocking fee.

Seller may cancel any order if Buyer:

(a) becomes insolvent,

(b) files or has filed against it any bankruptcy proceeding, or

(c) defaults under this or any other agreement with Seller.

3. INTELLECTUAL PROPERTY

Seller reserves the right to discontinue deliveries of any Product if its manufacture, sale, or use may infringe any intellectual property right.

If Products are manufactured to Buyer’s specifications, Buyer shall indemnify and hold Seller harmless from any intellectual property infringement claims arising from such manufacture or sale.

Neither party acquires any ownership rights in the other party’s intellectual property unless expressly granted in writing.

4. REGULATORY COMPLIANCE; PRODUCT USE

Buyer acknowledges that Products are raw materials or components and are not finished consumer products unless expressly stated in writing.

Buyer is solely responsible for:

• Determining suitability of Products for intended use
  
• Conducting all required testing, validation, and stability studies
  
• Ensuring compliance with all applicable laws and regulations
  
• Obtaining all required licenses, permits, registrations, or approvals
  
• All labeling, marketing, and product claims
  
• Compliance with dietary supplement, food, cosmetic, pharmaceutical, or other regulatory frameworks as applicable
  

Seller makes no representation that Products are approved for any specific end use unless expressly stated in writing.

Buyer assumes all responsibility and liability for storage, handling, reformulation, resale, and use of Products.

5. WARRANTY; DISCLAIMER

Seller warrants for ninety (90) days from date of sale that Products shall be of merchantable quality and conform to Seller’s written specifications.

THIS WARRANTY IS EXCLUSIVE.

SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Buyer’s sole remedy for breach of warranty shall be, at Seller’s option:

(a) replacement of defective Product, or

(b) refund of the purchase price.

6. LIMITATION OF LIABILITY

Seller’s total liability for any claim arising out of or relating to the sale of Products shall not exceed the purchase price of the Product giving rise to the claim.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

Buyer must provide written notice of any claim within thirty (30) days of delivery. Any action must be commenced within one (1) year of accrual.

7. CERTIFICATES; SAFETY

Seller shall provide a Certificate of Analysis (COA) for Products upon request.

Buyer shall communicate all safety information to any person who may be exposed to the Products.

8. FORCE MAJEURE

Seller shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, supply shortages, labor disputes, transportation disruptions, governmental actions, or other unforeseen events.

If available supply is insufficient, Seller may allocate Products among customers at its discretion without liability.

9. EXPORT COMPLIANCE

Buyer agrees to comply with all applicable U.S. export control and sanctions laws. Buyer shall not export, re-export, transfer, or resell Products in violation of any applicable law.

10. GOVERNING LAW; VENUE

These Terms shall be governed by the laws of the State of Missouri, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Any litigation shall be brought exclusively in the state or federal courts located in Missouri, and the parties consent to such jurisdiction.

11. COMPLETE AGREEMENT

These Terms constitute the entire agreement between Buyer and Seller regarding the sale of Products and supersede all prior communications.

Sale of Products is expressly conditioned on Buyer’s assent to these Terms. Any additional or different terms proposed by Buyer are rejected unless expressly agreed in writing by Seller.

Acceptance of a quotation, issuance of a purchase order, or completion of website checkout constitutes acceptance of these Terms.

12. ASSIGNMENT

Buyer may not assign this agreement without Seller’s written consent, except in connection with the transfer of substantially all Buyer’s assets. No assignment relieves Buyer of its obligations.