Terms & conditions

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SUPPLY AND MANUFACTURING AGREEMENT

(Terms and Conditions of Sale)

Company: NutraSeller Manufacturing, LLC (d/b/a “NutraSeller Manufacturing” or “NSM”)
 Address: 1019 Grand Blvd, Deer Park, NY 11729
 Email: will@nutraseller.com

Important: By paying any deposit, partial payment, full payment, or by authorizing automatic charges, you acknowledge and accept these Terms & Conditions of Sale (the “Agreement”) whether or not you sign them. Unless modified in a writing signed by both parties, these Terms & Conditions apply to this and all future transactions between NSM (the “COMPANY”) and the customer named on an order or purchase order (the “CUSTOMER”).

RECITALS

WHEREAS, CUSTOMER desires to have COMPANY or COMPANY’s designee manufacture and package certain products using agreed formulas and specifications; and
 WHEREAS, the Parties wish to set forth the terms for manufacture and sale of such products;
 NOW, THEREFORE, the Parties agree as follows:

1. Definitions

  1. “Product(s)” mean the item(s) ordered by CUSTOMER from COMPANY that are manufactured by COMPANY or COMPANY’s designee.
     b. “Specifications” mean the mutually agreed written specifications for each Product, including formulas, raw materials, packaging, labeling, and quality standards, as updated from time to time by signed writing.
     c. “Party/Parties” Each of COMPANY and CUSTOMER is a “Party” and collectively the “Parties.”

2. Purchase and Sale of Products

  1. General. During the term, COMPANY will be a supplier of Products to CUSTOMER and may assign manufacturing to qualified designees meeting standards no less stringent than stated herein.
  2. Ordering. This Agreement is not a purchase order. CUSTOMER emails order details to COMPANY; COMPANY will generate a Purchase Order (“PO”) for CUSTOMER’s signature. Upon execution, COMPANY will issue a Deposit Invoice.
  3. Effectiveness & Changes. A non‑refundable 50% deposit of the PO total is required to commence work. Payment of the deposit is CUSTOMER’s final confirmation of the PO contents. After deposit, changes are at COMPANY’s sole discretion and, if permitted, incur a $500 minimum service fee (not applied to the order price) plus any cost and timeline impact memorialized in a change order. If a requested change is declined, the original PO remains in force.
  4. Pilot/Testing Deviations. If pre‑production or pilot tests show deviations from Specifications and CUSTOMER (i) approves such deviations or (ii) instructs COMPANY to proceed, CUSTOMER remains obligated for full payment. If CUSTOMER does not approve, COMPANY may attempt to correct the deviation or cancel and, at COMPANY’s sole discretion, refund applicable amounts.

3. Prices

  1. Deposits & Final Payment. A non‑refundable 50% deposit starts production. Upon completion, COMPANY issues a Final Invoice for the remaining 50% plus any artwork, label, special packaging, storage, freight, insurance, duties, taxes, or other services/fees. Final payment is due upon completion and receipt of the Final Invoice and must be received prior to shipment/pickup unless written credit terms are extended.
  2. Cost Changes & Spec Changes. If COMPANY’s documented total cost of a Product (raws, components, manufacturing) increases by >5%, COMPANY may adjust price and will notify CUSTOMER. CUSTOMER may cancel affected items only if production for those items has not started. For items in process, CUSTOMER remains liable for associated charges. Agreed spec changes or changes required by law/regulation may also adjust pricing. COMPANY will provide reasonable documentation upon request.

4. Quantities, Delivery & Shipping

  1. Shipping Terms. All shipments are FOB Deer Park, New York (or COMPANY’s designated facility). Products will be suitably packaged per good commercial practice. Title and risk of loss transfer to CUSTOMER upon delivery to the carrier at COMPANY’s dock. International import costs, paperwork, and clearances are CUSTOMER’s responsibility. Insurance during transit is at CUSTOMER’s option and cost.
  2. Completion Dates. Any quoted dates are estimates based on conditions at the time and may change. COMPANY will notify CUSTOMER of material delays and use commercially reasonable efforts to expedite.
  3. Quantity Variance. CUSTOMER agrees to accept ±10% variance from PO quantity if otherwise conforming to Specifications. CUSTOMER will be billed for actual finished units manufactured. COMPANY will retain four (4) QC retains per SKU per lot.
  4. Inspection & Acceptance. Payment does not equal acceptance. CUSTOMER must inspect promptly upon receipt. Claims for overage/shortage/visible damage must be submitted in writing within 10 business days of delivery; all other non‑latent defects within 20 business days. Latent defect claims must be made within 10 business days of discovery and include samples and documentation. Failure to timely notify constitutes acceptance.
  5. Defective Products. Upon evidence of a defect, COMPANY may at its option replace the defective Product if feasible or refund the Product cost. CUSTOMER must provide samples and reasonable cooperation. The Parties will coordinate regulatory and safety communications when applicable.
  6. Returns & RGA. Returns require a completed Returned Goods Authorization (RGA). Returns without a matching RGA or with incomplete/mismatched info may incur a $2.50 per unit handling fee. Returned items must be unopened and in original condition. COMPANY does not accept returns directly from end consumers or third parties; any such returns may be refused and a $2.50/unit fee charged to CUSTOMER. COMPANY accepts returns only for defective items as determined under this Agreement.

5. Payment & Invoices

  1. Application of Payments. Payments apply to the oldest open invoice(s) first.
  2. Invoicing at Readiness. COMPANY may invoice when Products are ready for shipment, even if CUSTOMER delays pickup/delivery.
  3. Overdue Amounts. Past‑due balances accrue 25% per annum interest beginning 15 days after the due date until paid. COMPANY may suspend performance until all overdue amounts are paid. Amounts 90+ days past due constitute material breach: COMPANY may keep deposits/fees, cancel orders, and invoice completed but unshipped goods.

6. Intellectual Property

  1. COMPANY IP. All intellectual property owned or developed by COMPANY (including processes, SOPs, stock formulas, vendor networks) remains COMPANY’s property.
     b. CUSTOMER IP. CUSTOMER retains ownership of unique formulations, brands, trademarks, and materials supplied by CUSTOMER.
     c. Use of CUSTOMER Materials. COMPANY will use CUSTOMER’s materials solely to manufacture Products for CUSTOMER, will not disclose to third parties (except qualified designees under confidentiality), and will return upon request.

7. CUSTOMER Responsibilities

  1. Compliance & Claims. Except where due solely to COMPANY’s breach of Section 8 warranties, CUSTOMER is responsible for label content, packaging claims, marketing claims, and legal/regulatory compliance in all jurisdictions where Products are sold.
  2. Labels & Artwork (COMPANY prints). COMPANY coordinates compliance review and print scheduling. CUSTOMER and its designer must deliver print‑ready artwork per COMPANY’s guidelines and timelines. Delays in artwork/compliance are CUSTOMER’s responsibility. Changes after first submission may extend timelines and add cost.
  3. Labels & Artwork (COMPANY not printing). Orders are due and payable upon production completion regardless of label status.
  4. Artwork Deadlines. CUSTOMER‑supplied print‑ready artwork due within 2 weeks of order. Failure to provide print‑ready artwork within 8 weeks may result in Products being produced/packaged without labels and invoiced in full. Customer’s failure to provide labels/artwork does not delay the Final Invoice or payment due date. If CUSTOMER’s labels require re‑application due to CUSTOMER error, a $975 relabel setup fee applies plus reprint or re‑supply costs. UPC or lid sticker add/remove after completion: $0.25/unit.
  5. Pre‑Printed Labels. If CUSTOMER supplies labels, deliver within 8 weeks and specify Unwind Position #4 on appropriate cores. Insufficient/incorrect labels may result in mixed labeled/unlabeled shipments; all units are billable. Re‑label after Final Invoice: $2.00/label processing plus labor/materials.
  6. Customer‑Supplied Raw Materials. COMPANY relies on CUSTOMER’s Certificates of Analysis (COAs); COMPANY is not obligated to independently test unless requested in writing and paid by CUSTOMER. All customer‑supplied raws are subject to a $175 documentation/testing administration fee per raw to satisfy cGMP recordkeeping. CUSTOMER must supply adequate overage to account for process loss; shortages are CUSTOMER’s responsibility. If finished goods fail Specifications due to CUSTOMER‑supplied raws, CUSTOMER assumes all liability and costs.
  7. Custom R&D and Samples. Formulas are evaluated by R&D; pricing typically within 5–7 business days. After deposit, CUSTOMER is entitled to up to three (3) rounds of custom samples per SKU upon request.
     (i) If the PO proceeds to production, the first three rounds incur no additional sample fees. Additional rounds are $500 each.
     (ii) If the Product does not proceed to production, CUSTOMER owes $3,000 for the first three rounds plus $500 for each additional round. If deposit < sample fees, CUSTOMER will be invoiced the shortfall; if deposit > sample fees, the excess will be refunded net of sample fees.
     Typical sample lead time is ~15–20 business days per round after payment.
  8. Communications. CUSTOMER must provide requested information and respond to inquiries within 90 calendar days. Failure to do so constitutes material breach permitting cancellation and retention of deposits/fees.
  9. Shelf Life / Stability. True expiration dating requires formal stability studies. Absent a study, COMPANY may apply a “Best By” designation upon written request. COMPANY guarantees up to one (1) year shelf life for stock Products. For longer dating, a custom build (and/or stability testing) is required.
  10. Storage & Disposal Fees. Storage is separate from Deposit/Final Invoices.
     (i) Finished Goods: $50/pallet/week while held at COMPANY. Finished goods unpaid or uncollected >60 days may be deemed abandoned; COMPANY may sell or dispose of such goods. Disposal fee: $250/pallet. CUSTOMER remains liable for accrued storage. Fully paid goods that remain uncollected >6 months may also be deemed abandoned.
     (ii) Customer Inventory (labels/raws/packaging): $50/pallet/week. Inactive >18 months may be declared abandoned if not retrieved within 30 days of written notice, and may be destroyed at COMPANY’s discretion; storage fees still apply.
  11. Case/Parcel Labels & Fulfillment. Printing and affixing case/FBA/UPS/custom labels: $2.50 per case/label. Adding/removing UPCs or lid stickers post‑completion: $0.25/unit.
  12. Creative Services. COMPANY offers label design services prepaid in full. Includes up to three (3) edits to the final approved asset; additional edits or label retouching billed at $100/hour.

8. Product Warranty

  1. Specifications & Quality. COMPANY warrants Products will be manufactured per agreed Specifications, using approved suppliers and quality systems consistent with current Good Manufacturing Practices (cGMP) applicable to the Product category, and that Products will conform in all material respects to the Specifications at shipment.
  2. Legal Compliance (Manufacturing). COMPANY warrants it will comply with applicable U.S. laws and regulations governing the manufacture of the Products under this Agreement.
  3. Additional Assurances. COMPANY represents it is not debarred/disqualified under applicable FDA/healthcare programs and complies with Fair Labor Standards.
  4. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER is responsible for determining suitability for its intended uses and claims.
  5. Damages Limitation. NO PARTY SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, COMPANY’S MAXIMUM LIABILITY IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS IN THE PRECEDING TWELVE (12) MONTHS. The Parties agree pricing reflects this allocation of risk.

9. CUSTOMER Representations & Covenants

  1. Compliance for Custom/Market Claims. For custom Products or where CUSTOMER dictates Specifications, labels, or claims, CUSTOMER ensures compliance with all applicable laws and regulations in each market of sale.
     b. International. CUSTOMER is solely responsible for any foreign registrations/approvals; COMPANY will reasonably assist with documentation at CUSTOMER’s cost.
     c. IP Ownership & License. CUSTOMER warrants ownership or license of all marks and materials it provides and grants COMPANY a non‑exclusive, royalty‑free license to use them solely to manufacture Products for CUSTOMER.
     d. Publicity. COMPANY may display photos/renders of finished Products for the limited purpose of showcasing COMPANY’s manufacturing services, unless CUSTOMER opts out in writing.

10. Indemnification

  1. By COMPANY. COMPANY shall indemnify, defend, and hold CUSTOMER and its affiliates, officers, employees, and agents harmless against third‑party claims to the extent arising from: (i) bodily injury or property damage caused by COMPANY’s failure to manufacture in accordance with Section 8; (ii) COMPANY’s breach of this Agreement; or (iii) recalls caused solely by COMPANY’s failure to meet Specifications or cGMP. This does not apply to the extent caused by CUSTOMER’s breach, misuse, storage, or modifications.
  2. By CUSTOMER. CUSTOMER shall indemnify, defend, and hold COMPANY and its affiliates, officers, employees, and agents harmless against third‑party claims arising from: (i) IP infringement or advertising/labeling claims tied to CUSTOMER’s content; (ii) CUSTOMER’s breach of this Agreement; (iii) adulteration/misbranding, storage issues, or recalls arising from CUSTOMER’s Specifications, claims, or handling, except to the extent caused solely by COMPANY’s breach of Section 8.
  3. Procedures. The indemnified Party will promptly notify the indemnifying Party, who may control the defense with counsel reasonably acceptable to the other. The indemnified Party may participate with its own counsel at its own cost. Failure to promptly notify does not relieve obligations except to the extent materially prejudiced.

11. Insurance (CUSTOMER)

  1. Product Liability. Minimum $1,000,000 per occurrence / $2,000,000 aggregate; once annual sales of the Products exceed $10,000,000, increase to $5,000,000 / $10,000,000.
     b. General Liability. Minimum $1,000,000 aggregate.
     c. Additional Insured & Tail. COMPANY to be named Additional Insured on required policies with 60 days’ notice of cancellation. Evidence due within 45 days of execution. Additional insured status shall continue for five (5) years post‑termination.

12. Confidentiality & Non‑Solicitation

Mutual confidentiality of non‑public information with standard exceptions (public, already known, independently developed, or required by law). Each Party will bind its personnel. Neither Party will use confidential information to solicit the other’s employees/contractors or interfere with business relationships.

13. Term & Termination

  1. Term. Starts on Effective Date and continues for one (1) year, then auto‑renews for successive five (5) year terms unless either Party gives 90 days’ prior written notice of non‑renewal.
     b. Default. Either Party may terminate for material breach not cured within 30 days for payment defaults or 90 days for other defaults after written notice.
     c. Immediate Termination. Either Party may terminate immediately for insolvency events, cessation of business, government investigations/recalls affecting safety/quality, or material breach.
     d. Effect. On termination (absent CUSTOMER’s material breach), CUSTOMER shall (i) purchase all finished goods; (ii) purchase at cost all raw/packaging procured for unfinished custom Products; and (iii) pay actual WIP costs (labor, supplies, overhead allocation). If termination is due to CUSTOMER’s material breach (including failure to respond within 90 days), COMPANY may cancel orders and retain deposits/fees.

14. Force Majeure

Performance (other than payment) is excused for events beyond reasonable control (e.g., acts of God, strikes, shortages, pandemics, regulatory actions). The affected Party will notify the other and use reasonable efforts to resume. If a Force Majeure event persists 90 days, either Party may terminate by written notice before performance resumes.

15. Change of Ownership

CUSTOMER must promptly notify COMPANY of any change in control or ownership.

16. Assignment

CUSTOMER may not assign or subcontract without COMPANY’s prior written consent, except to an Affiliate (CUSTOMER remains liable). This Agreement binds and benefits permitted successors and assigns.

17. Notices

All notices must be in writing and deemed given when (i) personally delivered; (ii) sent by reputable express courier (charges prepaid, receipt requested); or (iii) mailed by certified mail (return receipt requested) to the addresses below, or as updated by notice:

To COMPANY:
 NutraSeller Manufacturing, LLC
 1019 Grand Blvd
 Deer Park, NY 11729
 Email: will@nutraseller.com

To CUSTOMER:
 The address/email on the applicable PO or as otherwise provided in writing by CUSTOMER.

18. Amendments & Waivers

Any amendment or waiver must be in a writing signed by the Party to be bound. Failure to enforce is not a waiver of future enforcement.

19. Severability

If any provision is invalid/unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in full force.

20. Entire Agreement

This Agreement (with any Exhibits/POs expressly incorporated) is the entire agreement and supersedes prior understandings regarding its subject.

21. No Agency

The Parties are independent contractors; no agency, partnership, or employment is created. Neither Party may bind the other.

22. Governing Law & Disputes

This Agreement is governed by New York law (conflicts principles excluded). The Parties consent to exclusive jurisdiction and venue in the state or federal courts located in Suffolk County, New York.

23. Interpretation

Headings are for convenience only and do not affect interpretation.

24. Supplementary Terms

The Parties may execute supplementary written terms; if a conflict exists, the supplementary terms control unless expressly stated otherwise.

25. Acceptance

ALL SALES ARE SUBJECT TO THESE TERMS. NO REFUNDS ARE AVAILABLE AFTER THE INITIAL DEPOSIT HAS BEEN PAID.