Pure Encapsulations, LLC Conditions & Terms of Sale

Effective Date: August 12, 2026

1. APPLICABILITY. These Conditions & Terms of Sale ("Terms”) govern the sale of products ("Product(s)") in the United States by Pure Encapsulations, LLC (“Pure Encapsulations”), to you ("Customer"). Sale of Products shall be under the Terms herein. Issuing or submitting a purchase order or other order to Pure Encapsulations whether by mail, telephone, facsimile transmission, electronic data interchange, through Pure Encapsulations' sales order team, or otherwise, accepting delivery of Products, or issuing payment against an Pure Encapsulations invoice shall be deemed to be a full and unmodified acceptance of and agreement to these Terms by Customer, notwithstanding any modification of Terms by Customer in writing or electronically, including any Customer forms or vendor agreements. For avoidance of doubt, these Terms prevail over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms to Pure Encapsulations. Fulfilment of Customer's order does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms. Pure Encapsulations hereby expressly rejects any and all different, conflicting, or additional terms appearing on any other document or communication provided by Customer, and such terms will have no force or effect. All orders must be acknowledged or accepted by Pure Encapsulations in accordance with its processes to be considered binding and accepted by Pure Encapsulations, but the acceptance does not extend to Customer errors or changes to these Terms. Pure Encapsulations reserves the right to refuse or reduce any order, cancel any current orders or refuse, delay or withhold delivery of current or future orders due to availability of Product, as determined by Pure Encapsulations. These Terms do not apply to sales of private label products or sales by Pure Encapsulations directly to consumers.
2. POLICIES. Customer will comply with all Pure Encapsulations policies as communicated by Pure Encapsulations to Customer from time to time, including without limitation any then-current authorized seller program policies (e.g., www.pureencapsulationspro.com/terms-and-conditions). For avoidance of doubt, the Pure Encapsulations policies incorporated by reference expressly exclude any minimum advertised price or other pricing policy, which is a unilateral policy and does not constitute consideration for any agreement between Customer and Pure Encapsulations and does not separately constitute an agreement between Customer and Pure Encapsulations regarding the price Customer advertises or will charge its Customers for Products.
3. INVOICING AND PAYMENT TERMS. Order may be subject to a minimum order delivery requirement as communicated to Customer by Pure Encapsulations or one of its representatives. Pure Encapsulations will invoice Customer upon shipment of Products or when the Products leave the applicable warehouse. Payment terms are as set forth on the applicable invoice. Customers that are eligible for cash discounts will pay all invoices within the applicable discount period to earn the cash discount. If Customer deducts an unauthorized discount or imposes any fees, charges, fines or other deduction from the purchase price not specifically authorized by Pure Encapsulations in writing, and does not pay the unauthorized deduction back to Pure Encapsulations within a time frame requested by Pure Encapsulations, Pure Encapsulations reserves the right to, in its sole discretion, (a) charge back the unauthorized deduction on future orders, (b) collect or deduct the unauthorized deduction from other available funding, (c) implement a surcharge to cover any administrative fees of analyzing, administering, or recovering the unauthorized deduction, (d) withhold innovation partnership support, and/or (e) refuse any future order, cancel any current orders or refuse, delay or withhold delivery of current or future orders until Customer pays for the unauthorized deduction. Pure Encapsulations will provide prior notification to Customer of the actions to be taken. Any wire or other fees associated with payment of invoices is the sole responsibility of Customer. Pure Encapsulations will not accept changes to purchase orders made later than forty-eight (48) hours from order submission. Unless otherwise agreed by Pure Encapsulations, Pure Encapsulations does not accept nor process back orders. Product cut from an order must be reordered.
4. PRICE AND CHANGES. The purchase price of any Product will be determined based on Pure Encapsulations' then-current applicable Product price list made available by Pure Encapsulations. All prices and terms are subject to change without notice. All prices are exclusive of federal, state, and local taxes of any type. All Pure Encapsulations price changes will be effective immediately with the timing and details stated in Pure Encapsulations' change announcement. Pure Encapsulations may reject any purchase orders in Pure Encapsulations' sole discretion, including but not limited to, as a result of inaccurate pricing listed in the order.
5. DELIVERIES, TITLE, AND RISK OF LOSS. All Products will be shipped DDP (Incoterms 2020), except for those Products that are picked up by Customer (which are made available FCA (Incoterms 2020)), or unless otherwise stated on an applicable invoice. All shipping dates are approximate and not guaranteed. Pure Encapsulations reserves the right to make partial shipments and if it is arranging carriage, to determine shipping carriers in its own discretion. Pure Encapsulations will work in good faith with Customer to attempt to optimize delivery times and service levels. Pure Encapsulations will use commercially reasonable efforts to provide Products with a shelf life at the time of shipment of no less than the minimums communicated to Customer by Pure Encapsulations. However, Pure Encapsulations will not be responsible for Customer fines, penalties, or charges related to on-time, missed, incomplete, or otherwise deficient deliveries.
6. RECALL. Pure Encapsulations will have sole control over the decision to initiate and conduct recalls of Products. Pure Encapsulations will bear all reasonable and direct costs of a Product recall initiated by Pure Encapsulations and arising from a breach of Pure Encapsulations' warranties in Section 12 below, including costs to remove Product from the market. Customer will cooperate with Pure Encapsulations to coordinate all returns of Product affected by a recall and to remediate the defect causing the recall. Customer will follow all instructions provided by Pure Encapsulations with respect to a Product recall, including without limitation, Pure Encapsulations' instructions to cease selling or distributing the affected Product. Pure Encapsulations shall not be responsible or liable for damages incurred arising from Customer's failure to follow Pure Encapsulations' instructions.
7. UPC SYMBOLS. For UPC Source Symbol marking, Pure Encapsulations has been guided by the UPC Symbol Specifications Manual, the Symbol Location Manual, and other information published by the Uniform Product Code Council, Inc. Pure Encapsulations' intent, as always, is to apply all reasonable care in printing UPC Symbols on its Products sold through retail food stores and other channels. HOWEVER, PURE ENCAPSULATIONS OFFERS NO WARRANTY OF ANY NATURE -- EXPRESS OR IMPLIED -- REGARDING UPC SYMBOLS.
8. NO DIVERSION. Customer will not sell, ship, invoice, or promote the Products outside the United States or to any party Customer knows or has reason to know intends to ship or otherwise divert the Products outside of the United States without Pure Encapsulations' prior written consent. Customer will not sell the Products to liquidators, reclamation service providers, close-out companies or other similar discount resellers without the prior written consent of Pure Encapsulations. Customer will not offer for sale or sell the Products on or through any third-party online marketplace website (including, but not limited to, Amazon, eBay and Walmart Marketplace) without the advance written consent of Pure Encapsulations.
9. DAMAGE - REJECTIONS OF SHIPMENTS. The Products shall be subject to inspection by Customer for shortage or damage within seven (7) business days of delivery. Any claims of shortage or damage must be made within seven (7) days of receiving package. If no rejection claim is made by Customer for shortage or damage within seven (7) business days of delivery, Customer will be deemed to have accepted the Products and Pure Encapsulations shall have the right to reject returns and/or requests for payment of claims. Products that are defective, non-conforming as of the time of shipment must be returned within 30 days from receipt and require preauthorization. Any claims of shortage or damage must be made within 7 days of receiving package. Authorized returns must be received by our warehouse within fourteen (14) days of authorization. Any authorized returns will be credited upon receipt and are subject to a fifteen percent (15%) processing fee plus the cost of shipping. This Section 9 of the Terms constitutes Pure Encapsulations' sole obligation as to non-conforming, defective or otherwise damaged Products as of the time of delivery, and Customer acknowledges this Section 9 sets forth the exclusive remedy for any breach of warranty or other duty related to the Products or quality thereof, unless these conditions are waived by Pure Encapsulations in writing.
10. SUB-STANDARD PRODUCTS. If any Products are not fit for sale to consumers because they are damaged, spoiled, or otherwise not in conformity with Pure Encapsulations standards, Customer will not sell or transfer those Products. Notwithstanding Section 9 herein, all Products that are purchased directly from Pure Encapsulations by retail and wholesale Customers are subject to the saleable and unsaleable- related provisions of the then current Pure Encapsulations Product return policy.
11. PRODUCT STORAGE AND HANDLING. From time to time, Pure Encapsulations may communicate certain storage and handling requirements applicable to Products or a certain subset thereof. Customer will handle, store, and transport Products in compliance with those requirements, if any, maintain adequate records to demonstrate compliance with such requirements, and inform its customers of the requirements.
12. WARRANTIES. PURE ENCAPSULATIONS REPRESENTS AND WARRANTS THAT, AS OF THE TIME OF SHIPMENT OF THE PRODUCT, (I) NO PRODUCT IS ADULTERATED OR MISBRANDED, OR UNSAFE, WITHIN THE MEANING OF THE FEDERAL FOOD, DRUG AND COSMETIC ACT AND (II) THE PRODUCT IS OF QUALITY FOR SALE IN THE UNITED STATES. THE REMEDIES PROVIDED UNDER SECTION 9 OF THESE TERMS (AS APPLICABLE) ARE THE EXCLUSIVE REMEDIES AVAILABLE TO CUSTOMER FOR BREACH OF WARRANTY SET FORTH IN THIS SECTION 12. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURE ENCAPSULATIONS MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS ARE HEREBY SUPERSEDED, EXCLUDED AND DISCLAIMED. PURE ENCAPSULATIONS DOES NOT GUARANTEE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING, ORDER QUANTITIES AND DELIVERY DATES.
13. LIMITATION OF LIABILITY. EXCEPT FOR PURE ENCAPSULATIONS’ WILLFUL MISCONDUCT OR INTENTIONAL FRAUD, IN NO EVENT SHALL PURE ENCAPSULATIONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION OR COMMERCIAL LOSS IN ANY ACTION OF CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE SALE OF THE PRODUCTS OR AS A RESULT OF ANY RECALL OF PRODUCTS, WHETHER CONSIDERED IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF PURE ENCAPSULATIONS WAS ADVISED OF THE POSSIBILITY OF THE SAME IN ADVANCE. PURE ENCAPSULATIONS' AGGREGATE LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM. ANY CUSTOMER CLAIM OF ANY NATURE WHATSOEVER UNDER THESE TERMS SHALL BE INVALID UNLESS MADE IN WRITING TO PURE ENCAPSULATIONS NOT LATER THAN ONE (1) YEAR AFTER THE DATE THE CLAIM OCCURRED. THIS SECTION DOES NOT LIMIT ANY WRITTEN SATISFACTION GUARANTEE OR PRODUCT WARRANTY MADE BY PURE ENCAPSULATIONS TO THE CONSUMER. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THESE TERMS SHALL APPLY EVEN IF CUSTOMER'S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
14. FORCE MAJEURE. Pure Encapsulations is not liable for delay, spoilage, non-delivery of Products or any other failure of performance attributable to events or causes beyond its control (including without limitation war, riot, strike, rebellion, terrorism, civil disturbances, pandemic or similar health emergency, power failures, transportation delays, failure of telephone lines and equipment, extreme weather, flood, storm, fire, earthquake, or other acts of God or conditions or events of nature, or any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority).
15. ALLOCATION. Pure Encapsulations shall have the right to allocate, in its sole discretion, available Products among Customer and its other customers in the manner Pure Encapsulations may consider to be equitable in the event of a shortage of any Product for any reason.
16. BUSINESS CONTACT DATA. Customer and Pure Encapsulations may, in the ordinary course of maintaining the business relationship with the other party, come to possess names, mailing addresses, email addresses and/or phone numbers in relation to the other party or its personnel ("Business Contact Data"). Each party will ensure that it is legally entitled to and has taken the necessary steps to enable it to: (a) provide the Business Contact Data to the other party; and (b) authorize the other party to process the Business Contact Data for the purposes of orders and transacting business with the other party.
17. INSURANCE. Each party shall maintain commercial general liability insurance, workers' compensation insurance, and any other insurance appropriate for its business activities. Upon reasonable request from a party, the other party shall furnish an insurance certificate evidencing the insurance coverage.
18. COMPLIANCE WITH LAWS. Each party will comply in all material respects with all laws, ordinances, rules, and regulations pertaining to its performance of these Terms.
19. GOVERNING LAW. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles and shall be subject to the exclusive venue of the state and federal courts located in New Castle County, Delaware.
20. NOTICES. Any notice or other communication required or permitted to be given ("Notices") will be deemed to have been sufficiently given if in writing and either delivered by nationally recognized overnight courier service requiring a receipt or delivery confirmation, or sent by registered or certified U.S. mail, return receipt requested to PURE ENCAPSULATIONS, LLC, ATTN: PURE ENCAPSULATIONS, LLC LEGAL.
21. SEVERABILITY. Any term or provision of these Terms that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions of the Terms or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. All terms in the Terms are intended to apply and be enforced only to the maximum extent permitted by applicable law.