B2B Terms of Supply

These B2B Terms of Supply apply to all quotations, offers, order confirmations, invoices, supplies, services and deliveries by Munte Personal Services, registered with the Dutch Chamber of Commerce under number 85951609, VAT identification number NL004168869B46 ("Supplier").

Supplier provides custom laboratory work, research-grade materials, analytical and formulation services, raw materials, biochemical materials, peptides, research chemicals, intermediates, reference materials, samples, prototypes, laboratory batches, non-consumable research tablets, capsules and powders, custom blends, solutions, suspensions, lyophilised materials, labelled or unlabelled containers, vials and other laboratory deliverables.

These Terms apply only to professional business-to-business transactions. Supplier does not sell Products or Services to consumers, private individuals, patients, athletes, informal groups or other non-professional end users.

These Terms are intended to define the permitted B2B research scope, allocate regulatory responsibilities and prevent misclassification of Products or Services as medicinal, consumable, cosmetic, veterinary or consumer products. They are not intended to prevent lawful professional research or to treat Buyer adversely where Buyer acts in good faith within the agreed scope.

Where Supplier uses a brand name, website name, product label, project name or trading style, including "Inovix Biosciences", the legal contracting party remains Munte Personal Services unless an accepted quotation expressly identifies another legal contracting party.

In these Terms, the following definitions apply unless the context requires otherwise.

• "Buyer" means the professional business customer, institution, laboratory, university, company, CRO, CDMO, distributor or other legal entity that requests, orders, purchases, receives or uses Products or Services.
• "Products" means all materials supplied by Supplier, including raw materials, research chemicals, biochemical materials, peptides, analytical standards, reference materials, powders, liquids, tablets, capsules, vials, samples, prototypes, custom blends, mixtures, formulations, labels, packaging and documentation.
• "Services" means all custom laboratory work, sourcing, aliquoting, blending, filling, lyophilisation, labelling, packaging, tableting, capsule-filling, formulation, sample preparation, analytical support, documentation, consulting and related services supplied by Supplier.
• "Research Use" means legitimate professional laboratory, analytical, in-vitro, non-clinical, non-consumable, non-cosmetic, non-medicinal, non-veterinary or formulation research use by qualified personnel in an appropriate business, institutional or laboratory setting.
• "Human or Veterinary Use" means any use in or on humans or animals, including ingestion, tasting, inhalation, injection, implantation, topical application, transdermal use, diagnosis, treatment, prevention, compounding, clinical use, cosmetic end-use, food use, feed use, supplement use or consumer testing.
• "Medicinal Use" means any use as or in connection with a medicinal product, veterinary medicinal product, active pharmaceutical ingredient, API, starting material for medicinal manufacturing, clinical trial material, pharmacy preparation, compounded preparation, sterile injectable product or therapeutic product.
• "Regulated Use" means any use that requires a licence, permit, registration, authorisation, GMP, GDP, API registration, marketing authorisation, clinical approval, food or supplement registration, cosmetic compliance, biocide authorisation, controlled-substance permit, regulatory filing or similar regulatory approval.

These Terms are incorporated into and form part of every quotation, offer, order confirmation, invoice, email offer, purchase order acceptance, project instruction, supply agreement and delivery where these Terms are attached, linked, referenced by URL, referenced by title or otherwise made available to Buyer before or at the time of contract formation.

Buyer accepts these Terms by signing or accepting a quotation, issuing a purchase order, confirming an order by email or message, making payment, supplying materials or specifications, instructing Supplier to start work, accepting delivery, using any Product or Service, or otherwise proceeding with the transaction after these Terms have been made available.

If Buyer uses its own purchase terms or general terms, those terms are expressly rejected and shall not apply unless Supplier accepts them in a separate written document signed by Supplier.

If a quotation conflicts with these Terms, the quotation shall prevail only to the extent that the quotation expressly and specifically states the intended deviation. No deviation shall be implied from silence, commercial practice, product name, packaging format, label format, website text or prior dealings.

The version of these Terms applicable to a transaction is the version published on Supplier's website or otherwise provided to Buyer on the date the quotation or order is accepted, unless a specific version is attached to or identified in the quotation.

Supplier supplies Products and Services only to professional business customers. Buyer warrants that it acts in the course of its trade, business, profession, research activity or institutional function and not as a consumer, patient, athlete, private individual, informal group or non-professional end user.

Supplier may request reasonable business verification, company registration details, VAT number, institutional email address, website, end-use information, permits, licences, registrations, compliance statements, responsible-person details, customer declarations or other due diligence information where relevant to the requested Products or Services.

Supplier may decline to quote for, accept or proceed with a prospective order where Buyer does not provide information reasonably required for B2B verification or where the requested supply appears inconsistent with these Terms or applicable regulatory requirements.

A decision not to accept a prospective order does not imply wrongdoing by Buyer. Where practical and lawful, Supplier will communicate the general compliance reason for declining or pausing a transaction, without being required to disclose confidential legal, supplier, security or due-diligence analysis.

Where an order has already been accepted and a compliance issue arises before completion, the fair handling procedure in Clause 21 applies. Supplier shall not use a compliance concern merely as a basis to keep prepaid amounts for undelivered Products or unperformed Services where no work has been performed and no non-recoverable cost has been incurred.

Unless a quotation expressly states otherwise in clear written terms, every Product and Service is supplied strictly as a research-grade, non-medicinal, non-consumable, non-cosmetic, non-food, non-feed, non-supplement, non-sterile-for-clinical-use, non-injectable and non-veterinary laboratory deliverable for professional Research Use only.

No Product or Service is supplied as a medicinal product, veterinary medicinal product, active pharmaceutical ingredient for Medicinal Use, API for human or veterinary use, clinical trial material, sterile injectable product, compounded preparation, medical device, cosmetic product, food, feed, dietary supplement, nutraceutical, consumer product, biocide or product for market placement unless a separate written agreement expressly identifies that regulated classification and all required regulatory conditions are satisfied.

The physical form of a Product does not change this classification. Powders, tablets, capsules, vials, cartridges, bottles, droppers, jars, creams, gels, serums, solutions, suspensions, lyophilised cakes, labelled containers, batch numbers, certificates, concentration statements or mass-per-container statements shall not be interpreted as indicating suitability for Human or Veterinary Use, Medicinal Use, administration, ingestion, topical application, consumer use or market placement.

Amounts such as mg, g, mg/vial, mg/tablet, mg/capsule, mg/mL, percentage, assay, purity, peptide content or net weight are provided for identification, analytical, inventory, research and traceability purposes only. They are not dosage information, dosing recommendations, administration instructions, reconstitution instructions or therapeutic instructions.

Buyer acknowledges that certain research chemicals, peptides, biochemical materials and other raw materials may have the same or similar chemical identity as substances that, depending on intended use, presentation, claims, jurisdiction or downstream activity, could be regulated as medicinal products, veterinary medicinal products, active pharmaceutical ingredients, APIs, clinical trial materials, controlled substances or otherwise regulated products.

Supplier does not supply any Product or Service for Medicinal Use unless Supplier has first accepted that use in a separate written regulated-supply agreement and all required licences, permits, registrations, authorisations, quality systems and regulatory conditions are in place.

Buyer shall not use, market, resell, redistribute, process, formulate, compound, relabel, repackage, dilute, reconstitute, fill, finish, release, test, validate, certify or otherwise make available any Product as or for a medicinal product, veterinary medicinal product, API for human or veterinary use, clinical material, pharmacy preparation, compounded preparation, injectable product, sterile clinical product or therapeutic product without Supplier's prior written approval and all legally required approvals.

Buyer shall not rely on product names, chemical identity, batch numbers, Certificates of Analysis, purity data, assay values, mass indications, vial format, sterile-looking packaging, lyophilised format, container format or research-only wording to reclassify a Product as suitable for Medicinal Use.

If Buyer becomes aware that a Product or Service is intended, requested, promoted or used downstream for Medicinal Use, Buyer must inform Supplier in writing before proceeding with that use or resale. Supplier may then review whether the request can lawfully be performed under a separate regulated agreement or should be declined.

Buyer shall not use, market, resell, distribute, supply, formulate, compound, repackage, relabel, process or make available Products or Services for Human or Veterinary Use.

Buyer shall not provide, publish, distribute or assist with dosing instructions, cycle information, stacking information, reconstitution instructions, injection routes, administration routes, therapeutic claims, medical claims, veterinary claims, performance claims, cosmetic claims, supplement claims or other information suggesting Human or Veterinary Use.

Buyer shall not combine, bundle, promote or sell Products together with syringes, needles, vials, injection supplies, bacteriostatic water, alcohol swabs, dose calculators, treatment protocols or other materials suggesting Human or Veterinary Use.

Buyer shall not use any Product name, image, packaging, label, quantity statement or description in a manner that suggests the Product is intended for Human or Veterinary Use, Medicinal Use, consumer use, supplement use, cosmetic use or market placement.

Peptides, sourced raw materials, biochemical materials and research chemicals are supplied only as professional research materials unless a separate written regulated agreement states otherwise.

Where Supplier sources or procures a raw material for Buyer, Supplier acts within the classification and end-use restrictions set out in the accepted quotation and these Terms. Sourcing, repacking, aliquoting, labelling, batch identification, a Certificate of Analysis, analytical data or a safety document does not convert the material into a medicinal, GMP, API, clinical, sterile, injectable, food, supplement, cosmetic or consumer-grade product.

Unless explicitly agreed in a separate regulated agreement, Supplier does not warrant that sourced materials are manufactured, stored, handled, tested or released under GMP, GDP, API-GMP, clinical, pharmaceutical, sterile, endotoxin-free, pyrogen-free, injectable, food-grade, supplement-grade, cosmetic-grade or medical-grade standards.

Buyer is responsible for determining whether its intended use, resale, formulation, import, export, market activity or downstream presentation triggers API, medicinal product, controlled substance, export-control, chemical safety, customs, cosmetic, food, supplement, biocide or other regulatory obligations.

Supplier may produce, fill, blend or package tablets, capsules, powders or dosage-form-like prototypes only as non-consumable Research Use prototypes, unless a separate written regulated agreement expressly states otherwise and all required regulatory conditions are satisfied.

Research tablets, capsules and powders are not food, feed, dietary supplements, nutraceuticals, medicines, pharmacy preparations, clinical materials, consumer samples or products for ingestion, tasting, administration or market placement.

Buyer shall not describe or present research tablets, capsules or powders as serving sizes, daily doses, supplement facts, nutrition facts, oral products, consumer samples, clinical samples, trial products, wellness products or ingestible products.

Supplier is not registered or operated as a food, feed or supplement manufacturer under these standard Terms. Any food, feed, supplement or ingestible work requires a separate written agreement and appropriate regulatory setup before work begins.

Vials, cartridges, ampoules, lyophilised cakes, capped containers, labelled containers or sterile-looking formats are supplied only as professional laboratory formats and not as evidence of suitability for injection, administration, reconstitution, clinical use, sterile use or Human or Veterinary Use.

Unless expressly agreed in a separate written regulated agreement, Supplier does not supply sterile injectable products, aseptically manufactured medicinal products, clinical trial materials, pharmacy preparations, GMP products, endotoxin-free products, pyrogen-free products or products released for administration to humans or animals.

Buyer shall not use laboratory vials, lyophilised materials, container closure systems, fill amounts, labels or batch numbers to imply that a Product is suitable for injection, administration, clinical use, patient use, veterinary use or pharmacy use.

Supplier may provide custom formulations, creams, gels, lotions, serums, solutions, suspensions or topical-looking prototypes only as non-consumable, non-cosmetic, non-medicinal Research Use prototypes, unless a separate written regulated agreement expressly states otherwise and all required regulatory conditions are satisfied.

Topical-looking prototypes are not cosmetic products, medicinal products, medical devices, consumer samples, salon samples, patch-test products or products for skin, hair, nail, mucosal or animal application.

Buyer shall not apply such prototypes to humans or animals and shall not distribute them for consumer testing, patch testing, salon testing, market testing, influencer testing or clinical testing unless a separate written regulated agreement applies and all legally required cosmetic, medicinal, clinical, safety and market-placement obligations are satisfied.

Product names such as cream, gel, lotion, serum, balm, solution, suspension, prototype or sample are descriptive laboratory terms only and do not change the research-only classification.

Under these standard Terms, Supplier does not manufacture, fill, blend, pack, label, store or distribute food, feed, drinks, edible powders, gummies, drops, capsules, tablets, dietary supplements, nutraceuticals or similar ingestible products for consumption, tasting, sensory testing, consumer use or market placement.

If Buyer requests a product or service that may be intended for consumption, tasting, food use, feed use, supplement use or nutraceutical use, Buyer must clearly disclose that intended use before Supplier accepts the quotation. Supplier may then decline the request or handle it only under a separate written regulated agreement if legally and operationally possible.

No research-only wording, product form, capsule format, tablet format, powder format, flavour, excipient, label or packaging may be used by Buyer to present a Product as suitable for ingestion or supplement use.

If Buyer supplies materials, formulas, specifications, labels, artwork, claims, containers, instructions, methods or project information, Buyer warrants that such inputs are accurate, lawful, safe for the intended Research Use and do not infringe third-party rights.

Supplier may rely on the information supplied by Buyer when preparing quotations, sourcing materials, performing Services or preparing documentation.

Buyer remains responsible for the legality, regulatory classification, intended use, downstream presentation and market activity of Buyer-supplied materials, formulas, claims, specifications and instructions.

Supplier may decline or pause work where Buyer-supplied materials or specifications appear inconsistent with these Terms, unsafe for the agreed Research Use or subject to regulatory restrictions that have not been addressed. The fair handling procedure in Clause 21 applies to accepted orders.

Supplier does not provide medical, pharmaceutical, therapeutic, diagnostic, veterinary, cosmetic, supplement, dosing, reconstitution, injection, administration, compounding or clinical advice.

Any technical information, Product name, specification, Certificate of Analysis, storage information, quantity statement, purity value, assay value, literature reference or safety document supplied by Supplier is provided only for professional laboratory identification, traceability, quality, safety and research assessment.

Buyer shall not interpret or republish Supplier information as medical advice, dosing advice, administration advice, reconstitution guidance, therapeutic guidance, cosmetic guidance, supplement guidance or consumer instructions.

Buyer shall not sell, resell, distribute, transfer or otherwise make Products or Services available to consumers, private individuals, patients, athletes, informal groups or non-professional end users.

Buyer shall not offer Products through consumer-facing peptide shops, supplement shops, wellness shops, bodybuilding channels, anti-aging channels, fitness channels, social media channels, messaging groups, marketplaces or similar channels in a way that suggests Human or Veterinary Use, Medicinal Use, supplement use, cosmetic use, consumer use or market placement.

Any authorised B2B redistribution must remain limited to professional Research Use, must include equivalent end-use restrictions and must comply with all applicable laws, classification, labelling, packaging, safety, traceability, import/export and due-diligence obligations.

Buyer is responsible for all claims, labels, websites, product descriptions, advertisements, customer communications and downstream statements made by Buyer or its customers.

Buyer shall comply with all applicable laws, rules, regulations, standards, licence requirements, registration obligations and governmental restrictions in all relevant jurisdictions, including chemical safety, REACH, CLP, occupational safety, environmental law, transport regulations, customs law, import/export controls, sanctions, pharmaceutical law, medicinal product law, API requirements, GMP, GDP, medical device law, veterinary law, cosmetic law, food law, supplement law, controlled substance law, anti-doping rules, biocide rules and product safety rules where applicable.

Supplier does not warrant that Products or Services may lawfully be purchased, imported, possessed, stored, used, processed, distributed, resold, exported or applied for any specific purpose or in any specific jurisdiction.

Buyer is solely responsible for obtaining and maintaining all permits, licences, registrations, exemptions, approvals, notifications, authorisations, quality systems and procedures required for Buyer's purchase, possession, storage, handling, import, export, use, processing, resale, disposal or downstream supply of Products or Services.

Buyer shall not cause Supplier to breach any applicable law, regulation, licence, permit, restriction, sanction, export control rule, import rule or regulatory obligation.

Supplier may provide Certificates of Analysis, safety data sheets, specifications, labels, analytical data, storage information and other technical documentation where available.

Buyer shall independently assess the suitability, safety, identity, purity, stability, regulatory status and legal permissibility of Products or Services for Buyer's intended Research Use.

Specifications apply only at the time of shipment unless expressly agreed otherwise in writing.

Analytical values, purity, assay, water content, salt form, counter-ion, peptide content, net peptide content, impurity profile and related parameters may depend on analytical method, reference standard, calculation basis and testing conditions.

Buyer is responsible for confirmatory testing where a Product or Service is used in critical, regulated, validated, high-risk or commercially material research.

Prices are exclusive of VAT, duties, import charges, customs fees, taxes, insurance, packaging, shipping, handling, regulatory fees and other charges unless expressly stated otherwise.

Payment shall be made within the term stated in the quotation or invoice. Supplier may require full or partial advance payment.

Buyer shall pay for Products delivered, Services performed, custom work started at Buyer's instruction, non-cancellable materials purchased for Buyer's project and other amounts properly due under the accepted quotation and these Terms.

Buyer shall not withhold, suspend or set off properly due payment amounts unless Supplier has expressly accepted the relevant counterclaim in writing or the counterclaim has been finally determined by a competent court.

In case of late payment, Buyer shall owe statutory commercial interest, reasonable collection costs, legal costs and other reasonable recovery costs.

Delivery shall take place according to the delivery term stated in the quotation. If no delivery term is stated, delivery shall be Ex Works Supplier's facility or warehouse.

Risk of loss, damage, delay, temperature deviation, customs delay, inspection or deterioration passes to Buyer when Products are handed over to the carrier, unless expressly agreed otherwise in writing.

Delivery times are estimates only and are not binding unless expressly agreed as firm deadlines in writing.

Supplier is not liable for delays, damage, loss, temperature excursions, customs issues, inspections, import refusals, export restrictions, carrier errors, incorrect shipping information, failed delivery attempts or Buyer's failure to accept delivery, to the extent those matters are outside Supplier's reasonable control or are caused by Buyer, the carrier, customs authorities or other third parties.

Buyer is responsible for timely receipt, inspection, storage and handling of Products upon delivery.

Buyer shall inspect Products and Services immediately upon receipt or completion for identity, quantity, visible damage, labelling, documentation, packaging integrity and transport issues.

Visible defects or transport damage should be reported in writing within three business days after receipt. Hidden defects should be reported in writing within seven business days after discovery. Late notice may limit Buyer's remedies only to the extent Supplier is materially prejudiced by the delay.

Any complaint must include the batch number, order number, photographs where relevant, storage records, handling records, analytical method, test results, chain-of-custody information and any other information reasonably requested by Supplier.

Returns are permitted only with Supplier's prior written approval and in accordance with Supplier's reasonable instructions. Opened, used, processed, relabelled, repackaged, contaminated, temperature-deviated, improperly stored or otherwise altered Products are not eligible for return, replacement or credit unless the non-conformity is proven to have existed before Buyer handling, Supplier agrees otherwise in writing or mandatory law requires otherwise.

For proven non-conformity for which Supplier is responsible, Buyer's remedies are limited, at Supplier's reasonable discretion, to replacement of the relevant Product, supplementary delivery, re-performance of the relevant Service, credit of the relevant purchase price or refund of the relevant purchase price after return or documented destruction where appropriate.

Supplier is not obliged to accept any new quotation request, project request or order. Supplier may decline a prospective order where the requested supply appears inconsistent with these Terms, the requested information is insufficient, or the requested supply cannot reasonably be verified as professional B2B Research Use.

If, after an order has been accepted but before completion, information becomes available indicating that the order may involve Human or Veterinary Use, Medicinal Use, consumer use, unauthorised resale, import/export issues, sanctions issues, safety issues or another material regulatory concern, Supplier may place the order on a temporary compliance hold and request clarification from Buyer.

Supplier and Buyer shall cooperate in good faith to clarify the issue and, where possible, adjust the project so that it remains within the agreed lawful Research Use classification.

If the issue is resolved, Supplier may continue performance. If the issue cannot reasonably be resolved, Supplier may cancel only the affected unperformed or undelivered part of the order.

Where Supplier cancels an accepted order or part of an order under this clause for compliance reasons, Supplier shall refund any prepaid amounts relating to unperformed Services or undelivered Products, less reasonable charges for work already performed, Products already delivered, custom materials purchased or committed for Buyer's project, non-cancellable third-party costs, special packaging, testing, documentation, transport costs and other amounts properly due under the accepted quotation.

Supplier shall not retain prepaid amounts solely because of a compliance concern where no work has been performed, no Product has been delivered and no non-recoverable cost has been incurred.

Cancellation, refusal or compliance hold under this clause does not give either party a right to lost profits, consequential damages, reputational damages or other indirect damages.

Supplier warrants only that, at the time of shipment or completion, Products and Services substantially conform to the written specifications expressly agreed in the quotation or Certificate of Analysis, provided that Products have been transported, stored, handled and used correctly.

Supplier makes no warranty that Products or Services are suitable for any particular purpose, research outcome, commercial result, regulatory use, API use, medicinal use, pharmaceutical use, clinical use, veterinary use, cosmetic use, food use, supplement use, sterile use, injectable use, consumer use or use in any specific jurisdiction.

All warranties not expressly stated in these Terms are excluded to the fullest extent permitted by law.

To the fullest extent permitted by law, Supplier shall be liable only for direct damages that are the direct and proven result of an attributable breach by Supplier.

Supplier's total aggregate liability arising out of or in connection with any quotation, order, Product, Service, delivery, delay, defect, non-conformity, advice, document or agreement shall, to the fullest extent permitted by law, be limited to the purchase price actually paid by Buyer to Supplier for the specific Product or Service that directly gave rise to the claim.

If a claim relates to part of an order, Supplier's liability is limited to the purchase price actually paid for that specific part only, not to the value of the entire order, project, framework relationship, resale value, downstream product value or Buyer's consequential loss.

Supplier shall not be liable for indirect damages, consequential damages, loss of profit, loss of revenue, loss of goodwill, reputational damage, business interruption, production loss, loss of data, regulatory costs, recall costs, replacement sourcing costs, fines, penalties, enforcement measures, third-party claims, injury or loss caused by prohibited or unauthorised use, damages caused by delay, or damages caused by Buyer's customers or downstream users, except where mandatory law does not allow exclusion.

Supplier shall not be liable for damages, claims, penalties, injuries, losses, costs or liabilities to the extent they arise from Human or Veterinary Use, Medicinal Use, prohibited use, unauthorised resale, consumer use, incorrect storage, incorrect handling, incorrect analysis, reconstitution, dilution, formulation, compounding, repackaging, relabelling, redistribution, import/export issues, regulatory non-compliance, Buyer's claims or Buyer's downstream activities.

Nothing in these Terms limits liability for intent, wilful misconduct, fraud or any liability that cannot lawfully be excluded or limited under applicable mandatory law.

To the fullest extent permitted by law, Buyer shall bring any claim arising out of or in connection with a quotation, order, Product, Service, delivery or agreement only against Supplier as the contracting party and not against any owner, director, shareholder, officer, employee, contractor, adviser, agent, representative, beneficial owner, affiliated person or other individual personally.

This clause does not exclude liability where mandatory law does not allow exclusion, but Buyer agrees that all contractual claims and all claims connected with the business transaction shall be directed only to Supplier to the maximum extent permitted by law.

Buyer is responsible for losses, claims, damages, fines, penalties, enforcement measures, seizure, recall costs, legal costs, expert costs, third-party claims and liabilities to the extent they arise from Buyer's breach of these Terms, false or incomplete information supplied by Buyer, Buyer's prohibited use, Buyer's unauthorised resale or Buyer's failure to comply with applicable laws.

Buyer shall indemnify Supplier and its owners, directors, officers, employees, contractors, advisers, representatives and affiliates against claims and losses to the extent arising out of or related to:

• Buyer's purchase, possession, storage, handling, import, export, processing, use, resale, redistribution, disposal or downstream supply of Products or Services outside the agreed Research Use scope.
• Any Human or Veterinary Use, Medicinal Use, consumer use, unauthorised resale, prohibited use, unsafe use, unlawful use or diversion by Buyer or parties supplied by Buyer.
• Medical, therapeutic, diagnostic, clinical, cosmetic, food, supplement, bodybuilding, anti-aging, fat-loss, recovery, wellness, performance, veterinary or consumer claims made by Buyer or downstream parties.
• Buyer's breach of these Terms, end-use declarations, applicable laws, permits, licences, registrations, sanctions, export controls, import rules or regulatory obligations.
• Claims by Buyer's customers, end users, employees, contractors, regulators or other third parties caused by Buyer's conduct or downstream presentation.

This indemnity survives completion, cancellation, termination and expiry of the agreement.

Buyer shall maintain appropriate traceability records for Products where reasonable for the nature of the Products and Buyer's permitted Research Use, including batch numbers, quantities received, storage location, internal use, transfers, disposal and any authorised onward supply.

Buyer shall inform Supplier in writing without undue delay of any material safety concern, suspected contamination, quality issue, regulatory issue, misuse, diversion, unauthorised resale, seizure, inspection, enforcement action, adverse event or other issue related to Products or Services.

Buyer shall cooperate reasonably with Supplier in any investigation, corrective action, hold, return, disposal, regulatory response or legal defence, to the extent such cooperation is lawful, proportionate and related to the Products or Services.

Sale of Products or performance of Services does not grant Buyer any licence or right under any patent, trademark, trade secret, know-how, formulation, process, analytical method, dossier, regulatory filing, database, artwork, label design or other intellectual property right of Supplier or any third party.

Buyer is solely responsible for determining whether its requested Product, specification, formulation, process, use, resale, import, export or market activity infringes any intellectual property right, contractual restriction or regulatory exclusivity right.

Quotations, prices, specifications, supplier information, sourcing information, technical data, analytical data, formulations, processes, project communications and non-public commercial information from Supplier are confidential.

Buyer shall not disclose confidential information to third parties except where strictly necessary for permitted internal Research Use, required by law or authorised by Supplier in writing.

Supplier shall not be liable for delay or failure to perform to the extent caused by events beyond Supplier's reasonable control, including supply shortages, manufacturing issues, analytical delays, equipment failure, transport disruption, customs delay, inspection, seizure, export restriction, import restriction, governmental measure, war, sanctions, cyber incident, power failure, strike, fire, flood, epidemic, pandemic, supplier failure or regulatory change.

In case of force majeure, Supplier may suspend performance, make partial delivery, extend delivery times, cancel affected orders or terminate the affected agreement. Any prepayments for unperformed and undelivered parts shall be handled fairly in line with Clause 21 where applicable.

These Terms, all quotations, all orders, all Products, all Services and all agreements are governed by the laws of the Netherlands.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any dispute arising out of or in connection with these Terms, a quotation, order, Product, Service, delivery or agreement shall be submitted exclusively to the competent court in Rotterdam, the Netherlands, unless mandatory law requires otherwise.

If any provision of these Terms is held invalid, void or unenforceable, the remaining provisions shall remain in full force. The invalid, void or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as legally possible to the original commercial and legal purpose.

Clauses relating to end-use restrictions, prohibited use, compliance, no resale, documentation, liability limitation, no personal claims, indemnity, confidentiality, intellectual property, governing law and jurisdiction survive completion, cancellation, termination and expiry of the agreement.

These Terms, together with the accepted quotation, order confirmation, invoice and any signed end-use declaration or project-specific agreement, constitute the entire agreement between Supplier and Buyer regarding the relevant transaction.

Buyer confirms that, for the relevant transaction, it relies only on the accepted quotation, these Terms, any signed end-use declaration, any project-specific written agreement and official written Product documentation expressly issued by Supplier for that transaction, such as an applicable Certificate of Analysis, safety data sheet or written specification.

No silence, delay, course of dealing, partial enforcement or failure to enforce any provision shall constitute a waiver of Supplier's rights.