Manufacturer Platform Agreement

1. Parties, acceptance, and marketplace role

1.1 This Manufacturer Platform Agreement (“Agreement”) is between SupplementQuotes LLC (“SQ” or “Platform”) and the manufacturing business accepting it (“Manufacturer”). An authorized representative accepts electronically on behalf of Manufacturer. SQ will record the signer’s name, title, business, timestamp, and the exact accepted agreement version.

1.2 SQ operates a business-to-business marketplace through which customers (“Customers”) request supplement manufacturing quotations and Manufacturers submit offers. The Customer and accepted Manufacturer are intended to be the parties to the manufacturing and supply transaction. SQ administers marketplace records, issues order documentation, collects Customer funds and coordinates Manufacturer remittances, subject to applicable law and payment-provider authorization. SQ does not itself manufacture products; descriptions of its role do not waive nonwaivable obligations.

1.3 The accepted quote, final RFQ specification snapshot, documented approved changes, and order terms form the Customer–Manufacturer transaction terms. SQ’s issuance of an administrative purchase order does not alone make SQ the buyer or seller of the goods. In case of inconsistency, a specifically agreed written order amendment controls commercial specifications, but not SQ’s platform fee or payment-administration terms unless SQ expressly agrees.

1.4 Manufacturer is an independent contractor and has no authority to bind SQ. SQ does not guarantee Customer creditworthiness, order volume, or product commercial success.

2. Verification, certifications, and account approval

2.1 Manufacturer may view restricted RFQs or quote only after SQ approval and acceptance of this Agreement and the applicable Manufacturer NDA. Manufacturer shall provide accurate legal business and facility information, evidence of lawful operation, applicable FDA food facility registration information where required, and facility certifications designated as required for its profile.

2.2 SQ reviews certificate expiration dates and requests current replacement documents. An expired required certificate suspends RFQ viewing and quoting until renewed and approved; an expired optional certificate removes its displayed credential without automatically suspending the account. SQ verification is not an audit, certification, or guarantee of compliance.

2.3 Manufacturer represents that supplied documents are authentic, current, and relevant to the facility performing the work. Manufacturer must report a suspension, withdrawal, or material regulatory action affecting its ability to perform promptly and within two business days of learning of it.

2.4 SQ may immediately suspend new quoting for credible safety, compliance, confidentiality, fraud, or security concerns, giving notice when reasonably practicable. Existing accepted orders remain subject to documented safety, payment, and cancellation decisions rather than being automatically abandoned.

3. Confidentiality and formula protection

3.1 The separately accepted Manufacturer NDA is incorporated by reference and applies from the moment Manufacturer accesses a Customer RFQ, formulation, specification, artwork, or other confidential material, regardless of whether Manufacturer submits, withdraws, declines, or wins a quote.

3.2 Manufacturer may use Customer information only to evaluate and perform authorized transactions. It may share information only with personnel and authorized service providers who need to know and are bound by appropriate confidentiality obligations. No license to exploit Customer formulas or intellectual property is granted.

3.3 The NDA governs confidentiality duration: ordinary confidential information is protected for five years after disclosure; qualifying trade secrets remain protected for as long as they retain trade-secret status. Applicable NDA exceptions and lawful disclosures continue to apply.

3.4 Enforceable pre-access NDA gate. SQ shall require affirmative, version-recorded acceptance of the applicable Manufacturer NDA and this Agreement before granting access to confidential RFQs or permitting quotations. Manufacturer acknowledges that access without submitting a quote still creates the NDA duties. SQ may suspend confidential access if current acceptance is missing. These requirements supplement, and do not reduce, Sections 2.1 and 3.1–3.3.

3.5 Formula, quote and subcontractor controls. Manufacturer shall not use customer formulas, confidential specifications, identities, or nonpublic pricing to develop or sell an unrelated product or benefit another customer without authorization. Manufacturer may provide information to permitted employees, laboratories, suppliers, advisers, and subcontractors only on a need-to-know basis under appropriate enforceable confidentiality and restricted-use obligations. Any required customer approval of subcontracting remains governed by the order and applicable law. The NDA exceptions, five-year ordinary-information period, trade-secret duration, and lawful retention permissions control.

4. RFQs, offers, and quote expiry

4.1 Manufacturer may quote on eligible visible RFQs but is not required to do so. Every submitted quote is Manufacturer’s own offer and must accurately state its price, quantity, minimums, assumptions, capabilities, testing, packaging, and lead time.

4.2 Customer and Manufacturer may exchange counteroffers through SQ. Only an accepted, unexpired offer creates a binding order, subject to the accepted transaction terms.

4.3 Quote validity is the period selected and displayed by Manufacturer. Expired quotes cannot be accepted. The Customer must request reopening, and Manufacturer must reopen or resubmit a new valid offer before acceptance. An expired offer does not retroactively invalidate an accepted order.

4.4 When Customer changes an RFQ, a new version is created. Prior quotes are not deemed quotes on the changed version unless Manufacturer expressly resubmits or confirms them for that version.

5. Pricing and SQ fee

5.1 SQ adds a 10% platform fee to Manufacturer’s accepted product price, paid by Customer. Manufacturer receives its accepted product price without deduction of SQ’s 10% markup. For example, a $10.00 Manufacturer product unit price produces an $11.00 Customer product unit price.

5.2 Label printing, freight, and separately approved pass-through charges are excluded from the 10% fee and passed through without SQ markup. All prices and approved adjustments are recorded in the order.

5.3 No listing, subscription, or lead fee is charged to Manufacturer under this Agreement. This does not waive liability for independently agreed services or breaches.

6. Production, quality, tolerance, and delivery

6.1 On acceptance, SQ records the accepted specification and order quantity. Manufacturer shall not commence production before receipt of the applicable Manufacturer deposit unless expressly agreed in writing. Manufacturer is responsible for lawful manufacture, applicable dietary supplement cGMP requirements, testing, documentation, and the manufacturing obligations it undertakes.

6.2 The standard finished-unit tolerance is 90%–110% of ordered quantity. Actual units within that band are billed at the accepted unit price, with corresponding adjustments to final payment.

6.3 Units above 110% require Customer’s explicit approval of the specific excess quantity before billing or shipping. Unapproved excess units remain Manufacturer’s responsibility and shall not be billed to or shipped to Customer without further agreement.

6.4 If production is below 90%, Customer must explicitly approve the specific reduced quantity before final payment or shipment. If Customer declines, Customer and Manufacturer must document a corrective run, negotiated cancellation, or other settlement; no automatic acceptance is implied.

6.5 Manufacturer shall supply agreed batch, testing, and quality records and cooperate in complaints, investigations, and recalls. Each party retains its own nonwaivable regulatory duties.

6.6 Title and transit risk pass directly from Manufacturer to Customer when the goods are delivered to the destination designated in the accepted order, except where a separately agreed shipping term specifies otherwise. SQ does not take title merely by arranging payment or shipping.

7. Artwork and label responsibilities

7.1 Customer provides and approves artwork and is responsible for its marketing claims and content to the extent applicable law assigns those duties. Manufacturer remains responsible for its own statutory labeling, packaging, manufacturing, and quality-control duties and must flag apparent discrepancies before printing or applying labels.

7.2 Manufacturer shall use only the approved artwork and documented label-production instructions. Label charges and changes require recorded approval. Neither party may use this Agreement to waive a regulatory obligation imposed by law.

8. Customer collections and Manufacturer remittances

8.1 Customer generally pays 50% deposit and 50% balance on the accepted Customer order, adjusted for approved quantity or other charges. SQ collects through supported Stripe ACH arrangements or approved bank wire, only where permitted by law and provider terms. SQ does not promise escrow or fiduciary segregation.

8.2 Manufacturer receives 50% of its accepted compensation as deposit after order acceptance, Customer deposit receipt and availability, identity and fraud checks, and any documented risk hold. The remaining adjusted Manufacturer balance is released after completed production, required quality and label approvals, Customer final payment receipt and availability, and shipment readiness.

8.3 SQ ordinarily initiates each Manufacturer remittance within three business days after all applicable release conditions are satisfied, not after ACH initiation alone. A reasonable documented hold may apply for suspected fraud, payment-return exposure, bank detail changes, legal restrictions, or a transaction dispute. SQ will explain the hold and provide a revised expected timing when reasonably practicable.

8.4 Payouts go to verified Manufacturer bank details by approved ACH or wire. Changes to bank instructions are subject to a minimum 48-hour verification hold and independent callback to a previously verified contact before release.

8.5 Customer ACH returns and shared payment risk. If a Customer ACH debit funding an accepted order is returned, reversed, or finally determined uncollectible after SQ has remitted funds to Manufacturer, SQ will promptly investigate, notify Manufacturer with available supporting records, and ordinarily first request repayment or correction from Customer. Regardless of whether Manufacturer caused the ACH return, Manufacturer agrees to share the resulting collection risk: to the extent the corresponding Customer funds remain unrecovered, Manufacturer shall reimburse SQ for the lesser of (i) the portion of Manufacturer compensation previously remitted from the affected Customer payment that SQ has not recovered from Customer or another source, and (ii) the amount of the verified reversal remaining unpaid, excluding SQ’s platform fee. This is a contractual risk-sharing repayment obligation, not a finding that Manufacturer caused the return. Manufacturer owes no reimbursement to the extent the loss results from SQ’s own unauthorized payment, misdirection, fraud, or negligent disbursement, or is otherwise prohibited by applicable law. SQ shall not recover more than its actual unrecovered loss or collect the same amount twice. Customer remains primarily obligated to pay the order amount properly due.

8.5A Repayment procedure and limitations. SQ will provide written notice identifying the affected order, ACH return evidence, Customer recovery steps, calculation, and supporting reconciliation. Manufacturer may dispute the calculation or grounds in writing within ten (10) business days of notice; the parties will cooperate in good faith to resolve it. Undisputed reimbursable amounts are payable within ten (10) business days after the later of the notice period or resolution of any timely documented dispute. Any offset against otherwise payable Manufacturer amounts requires an express contractual right, written accounting, and compliance with applicable law and provider rules; SQ may not unilaterally seize funds or make unsupported deductions. SQ shall credit Manufacturer promptly for subsequent recovery from Customer or another source attributable to an amount Manufacturer reimbursed. This clause does not alter nonwaivable payment-network rights or guarantee enforceability.

8.6 SQ may hold only amounts reasonably related to a documented unresolved risk or dispute, subject to law and provider rules. Funds being shown as available does not make ACH irreversible. The parties shall reasonably cooperate in recovery, charge investigation, and payment records.

9. Cancellations and refunds

9.1 Cancellations and financial settlements are governed by the accepted order and the applicable Customer Refund and Cancellation Policy. Costs committed to production and approved materials are handled under the documented settlement rather than presumed fully refundable.

9.2 Approved Customer refunds are ordinarily returned to the original payment method, or by verified wire transfer where the original method is unavailable or unsuitable, subject to identity verification, law, and payment-provider rules. A voluntary refund that reduces earned Manufacturer compensation requires Manufacturer agreement unless required by law, a binding determination, or the accepted terms.

10. Communications, reviews, and non-circumvention

10.1 Customer and Manufacturer may communicate directly about specifications, quality, visits, shipping, and other ordinary coordination. Manufacturer shall not manipulate or purchase Customer reviews.

10.2 For 24 months following the last qualifying SQ-facilitated transaction between parties introduced through SQ, Manufacturer shall not intentionally arrange a substantially related manufacturing transaction with that introduced Customer outside SQ for the purpose of avoiding the applicable SQ fee. Pre-existing commercial relationships demonstrable by records dated before the SQ introduction are excluded. This restriction does not prohibit ordinary direct communication, independently developed relationships, or lawful unrelated business. Remedies are limited to provable contractual losses and applicable lawful relief; no automatic penalty applies.

10.3 Manufacturer must disclose any pre-existing relationship it wishes to exclude promptly after recognizing the relevant Customer, with reasonable supporting records; failure to disclose does not by itself erase a provable pre-existing relationship.

11. Indemnity, liability, and insurance

11.1 Manufacturer responsibility; defense and indemnification. Each party remains responsible for its own acts, omissions, contractual breaches, and nonwaivable legal obligations. To the extent caused by Manufacturer or persons for whose performance Manufacturer is legally responsible, Manufacturer shall defend, indemnify, and hold harmless SQ and its officers, employees, and authorized representatives from third-party claims, actions, and proceedings, including reasonable and documented defense costs, settlements, judgments, and legally recoverable losses, arising from: (a) failure to manufacture, test, package, label, store, release, or ship products in accordance with the accepted order, approved specifications, or applicable law; (b) defective, contaminated, adulterated, or otherwise nonconforming products attributable to Manufacturer; (c) Manufacturer negligence, willful misconduct, or material contractual breach; or (d) product-safety investigations, recalls, withdrawals, or corrective actions to the extent resulting from the foregoing Manufacturer conduct. Manufacturer shall not indemnify SQ for losses to the extent caused by SQ’s own acts or omissions, a Customer’s independently attributable conduct, or another party for whose conduct Manufacturer is not responsible. Where causes are shared, indemnification and recoverable costs shall be allocated according to each party’s legally established responsibility; no party is required to indemnify another for liability that applicable law prohibits shifting. SQ shall give reasonably prompt notice and cooperate in the defense; delayed notice reduces obligations only to the extent of material prejudice. Manufacturer may control the defense using qualified counsel reasonably acceptable to SQ, provided that SQ may participate through separate counsel where a material conflict exists. No settlement may admit fault by SQ, impose nonmonetary obligations on SQ, or fail to provide SQ an appropriate release without SQ’s prior written consent, not to be unreasonably withheld. Nothing in this Section delays mandatory safety, recall, reporting, or regulatory action, or overrides obligations under the accepted Purchase Order Terms.

11.2 SQ platform-services liability cap. To the maximum extent permitted by applicable law, SQ’s total aggregate monetary liability to Manufacturer arising out of or relating to SQ’s own platform services in connection with a particular accepted order, under any theory of liability, shall not exceed the platform fees actually received and retained by SQ for that affected order. Amounts held for Manufacturer or Customer, and amounts SQ is legally obligated to return, transfer, or account for, are not platform fees and are not extinguished by this limitation. This limitation does not cap Manufacturer’s separate manufacturing obligations or liabilities. It does not exclude or limit fraud, willful misconduct, gross negligence, SQ’s own misappropriation or unlawful handling of funds, or any other liability that cannot lawfully be limited. Mandatory payment-network, refund, confidentiality, intellectual-property, and statutory rights remain subject to applicable law and the governing agreements.

11.3 Risk-based insurance. Throughout its participation and performance of accepted orders, Manufacturer shall maintain commercial general liability and product liability insurance appropriate to its operations, product types, manufacturing activities, and reasonably foreseeable risks, with financially responsible insurers. SQ does not impose a universal $1 million per occurrence/$2 million aggregate minimum. SQ may reasonably request certificates of insurance or other evidence of applicable coverage, including policy limits, relevant exclusions, coverage dates, and renewal evidence, and may impose reasonable project-specific minimums, additional-insured requirements where available, or other coverage conditions in writing before an affected order is accepted. Manufacturer shall promptly notify SQ of cancellation, nonrenewal, or material reduction in required coverage to the extent known, and shall cooperate with verification requests. If required coverage is absent or cannot be substantiated, SQ may defer approval, restrict quoting or order participation, suspend access, or require corrective action under the Verification Policy, subject to applicable agreement and law. Insurance does not limit Manufacturer indemnity or other obligations; SQ must separately evaluate its own insurance needs.

12. Suspension and termination

12.1 SQ may immediately suspend access for a reasonable belief of safety, fraud, unlawful activity, payment risk, confidentiality compromise, or material agreement breach. For ordinary nonurgent termination, SQ will provide 15 days’ written notice. Manufacturer may close its account on 15 days’ notice, subject to pending orders and accrued duties.

12.2 Accepted orders continue under their accepted terms unless law, safety, mutual agreement, or an applicable termination/cancellation right requires otherwise. SQ may restrict new quotes while coordinating resolution of existing orders. Accrued payment, confidentiality, IP, indemnity, and dispute obligations survive as appropriate.

13. General terms

13.1 Arizona law governs, without displacing mandatory law. Parties first seek good-faith business resolution and then nonbinding mediation; unresolved disputes may be brought in state or federal courts located in Maricopa County, Arizona, subject to applicable jurisdiction and venue rules.

13.2 SQ will provide at least 30 days’ notice of ordinary material amendments and require affirmative electronic acceptance before the revised terms apply to new quoting or orders. Urgent legally required or security changes may take effect sooner with appropriate notice. Previously accepted orders are not retroactively modified without applicable consent.

13.3 SQ will retain an immutable copy or verifiable hash and accessible archived text of each accepted agreement version, together with the signer’s assent record. Earlier legacy acceptances lacking document evidence should be re-collected before new RFQ access.

13.4 This Agreement, the accepted NDA, and applicable accepted order terms comprise the agreement on their respective subjects. Invalid provisions are severed only as needed; non-enforcement is not waiver. Manufacturer may not assign without SQ consent, not unreasonably withheld for legitimate corporate reorganizations; SQ may assign in a bona fide merger or sale subject to ongoing obligations. Notices may be delivered to verified account email addresses, with legal notices additionally to designated addresses.

14. Affiliated Manufacturer Participation and Confidentiality

14.1 SupplementQuotes may permit affiliated businesses, including businesses under common ownership or control, to participate as Manufacturers on the Platform. All participating Manufacturers, including affiliated businesses, are subject to the same applicable Platform rules and confidentiality obligations. An affiliated Manufacturer may submit quotations, accept orders, and engage qualified subcontractors where permitted by the accepted order and applicable law, while remaining responsible for its contractual obligations.

14.2 SQ shall not use or disclose any Manufacturer’s nonpublic quotation, proprietary pricing, customer formula, trade secrets, or other confidential information to prepare, price, revise, or otherwise advantage a bid submitted by an SQ-affiliated Manufacturer. SQ personnel may access such information only as reasonably needed for legitimate platform administration, payment processing, compliance, customer support, and dispute resolution, subject to confidentiality obligations. SQ shall maintain reasonable role-based access, restricted use, and auditable records of administrative access and affiliated bids. An affiliated Manufacturer may compete using information independently obtained or developed without misuse of confidential platform information.

14.3 SQ may permit an entity under common ownership or control to submit bids and perform accepted orders, including through qualified, disclosed subcontract manufacturing facilities where permitted by the order documents and applicable law. The affiliated Manufacturer remains the contracting Manufacturer of record and responsible for subcontractor performance, quality, and regulatory compliance. SQ shall provide accurate relationship and role disclosures when required by law or necessary to avoid materially misleading customers or Manufacturers; SQ shall not represent an affiliate as independent of SQ when that would be misleading.

15. Contract acceptance, suspension, termination and continuing obligations

Existing specific order, payment, and NDA provisions control where more precise.

Affirmative electronic acceptance and evidence

Where these terms require acceptance, SQ will present the applicable agreement and require a deliberate affirmative action (such as an unchecked checkbox and an Accept control) before the relevant protected action. SQ should retain the exact agreement version or immutable snapshot/hash, user/account identifier, signer name and capacity where appropriate, UTC timestamp, assent event, and available security metadata. Mere website browsing does not substitute for acceptance of a separately required contract. Any electronic signature or consent process remains subject to applicable law.

Material changes and reacceptance

SQ may update terms prospectively with reasonable notice appropriate to the change and applicable law. Material changes to accepted contractual obligations require affirmative reacceptance when required by law or the governing contract; they do not silently rewrite accepted orders. SQ may restrict new RFQs, quoting, or other affected features until required reacceptance is completed, without unlawfully withholding existing records or amounts due.

Suspension, notice and cure

SQ may temporarily restrict or suspend an account for suspected fraud, confidentiality breach, material nonpayment, security threats, regulatory concerns, or material violations. When practicable and not unsafe, SQ will provide the reason and a reasonable opportunity to cure a remediable breach. Immediate restriction may be used for urgent legal, security, financial, or confidentiality risks. SQ will maintain a record of the reason, decision, notice and any review.

Termination and survival

Termination ends future marketplace privileges but does not automatically cancel an accepted purchase order or waive accrued fees, outstanding payments, dispute rights, customer or manufacturer obligations, confidentiality, intellectual-property restrictions, indemnities, or provisions intended to survive. Existing orders will be completed, transferred, suspended, or cancelled only under the applicable accepted order terms and law. SQ will provide legally required access to records and data-rights processes after account closure.