Purchase Order & Manufacturing Transaction Terms

1. Purchase Order Formation and Production Authorization

1.1 Accepted quotation creates binding order. When a customer affirmatively accepts a manufacturer quotation through the SupplementQuotes platform in accordance with the applicable Customer Terms of Service and Manufacturer Platform Agreement, the accepted quotation and incorporated transaction terms form a binding purchase order between the applicable contracting parties. SQ generates or records the purchase order and its acceptance details. This provision is subject to applicable law and any expressly stated acceptance conditions.

1.2 Purchase order record. The purchase order shall identify, to the extent available at acceptance, the product and accepted specifications, ordered quantity, accepted pricing, manufacturer, customer, applicable deposit and balance terms, and relevant manufacturing and delivery conditions. The required fields and controlling specification records are addressed in Section 2.

1.3 Deposit and production authorization. Formation of a binding purchase order does not, by itself, require the manufacturer to begin production or procure materials. The manufacturer is not required to commence production until SQ confirms the required customer deposit and the applicable order prerequisites have been satisfied, including any necessary specifications, artwork approvals, or other agreed conditions.

1.4 Deposit deadline. Unless a properly authorized order-specific exception applies, the customer must pay the required deposit within ten (10) business days after SQ issues the deposit payment request. Missed deadlines, order holds, cure periods, and cancellation remedies are governed by the applicable Payment, Refund & Cancellation Policy and accepted agreements.

1.5 No unauthorized changes. Following acceptance, a party may not unilaterally modify the accepted order, specifications, price, or manufacturing obligations. Any permitted amendment must follow the parties’ agreed change-control process and be documented in writing.

2. Required Purchase Order Information and Accepted Specifications

2.1 Transaction identification. Each purchase order shall identify the unique SQ order number; the customer and manufacturer; the quotation acceptance date; and the accepted quotation and request-for-quotation (RFQ) version references.

2.2 Product and specifications. Each purchase order shall identify the product name, dosage form, ordered quantity, and accepted manufacturing specifications. The accepted specifications shall be attached or preserved as a clearly identifiable, immutable order-specific snapshot, including approved formula and product requirements to the extent applicable. Subsequent edits to a live RFQ or later quote version shall not automatically modify that snapshot.

2.3 Pricing and payment details. Each purchase order shall state the agreed per-unit price, applicable order total, required deposit and final balance, and separately identified label, freight, or other authorized charges, to the extent then determinable. Adjustments shall be governed by the accepted terms and documented reconciliation.

2.4 Production, packaging, and delivery details. Each purchase order shall identify the estimated manufacturing lead time, agreed yield tolerance, shipping arrangements, and approved packaging, labeling, and testing requirements, where applicable. Referenced approved artwork, specifications, and testing requirements must be identifiable by version or approval record.

2.5 Incomplete or inconsistent information. SQ shall coordinate resolution of missing or conflicting order information before the affected manufacturing step begins. A missing detail shall not be treated as permission for a party to make a material unilateral change. Any resulting change to agreed obligations must follow the authorized amendment process.

2.6 Record preservation. SQ shall preserve the accepted quotation, RFQ version, purchase order, relevant specification snapshot, and subsequent authorized amendments as part of the transaction record, subject to applicable recordkeeping and confidentiality requirements.

3. Amendments to Accepted Purchase Orders

3.1 Change requests through SQ. After a purchase order is accepted, either the customer or manufacturer may submit a proposed change through SupplementQuotes. A request does not itself amend the accepted purchase order or authorize changed production.

3.2 Documented impact assessment. SQ shall record the requested change and coordinate an assessment of its effect, as applicable, on formula or other specifications, packaging, labeling, testing, quantity, price, deposits, manufacturing schedule, lead time, production already performed, and other order obligations.

3.3 Required approvals. Any change affecting the customer’s rights, costs, or obligations requires the customer’s affirmative approval; any change affecting the manufacturer’s rights, compensation, or obligations requires the manufacturer’s affirmative approval. SQ shall obtain any additional approval required by the governing agreements. No material amendment becomes binding until the necessary approvals are documented.

3.4 Authorized amendment and version history. SQ shall record an approved amendment identifying the affected purchase order, the approved changes, approving parties, and effective date. The original accepted quotation, specifications, and purchase order shall remain preserved with a traceable amendment history; an edited RFQ shall not silently modify an existing purchase order.

3.5 Work pending approval. Until required approvals are obtained, the existing accepted terms remain controlling. The manufacturer is not required to implement the requested change. Any pause, cancellation, additional cost, or schedule adjustment shall be governed by the accepted agreements and any separately approved amendment.

4. Manufacturer Responsibilities and Production Standards

4.1 Conformity with accepted order. The manufacturer shall manufacture and package the dietary supplement in accordance with the accepted purchase order, approved specifications, and any properly authorized amendments. SupplementQuotes (SQ) coordinates the transaction but does not thereby assume the manufacturer’s production duties.

4.2 Regulatory compliance. The manufacturer is responsible for complying with all laws and regulatory requirements applicable to its manufacturing activities, including FDA dietary supplement current good manufacturing practice requirements under 21 CFR Part 111, as applicable, and other applicable federal, state, and local requirements.

4.3 Quality systems and personnel. The manufacturer shall maintain appropriate quality-control procedures, qualified personnel, suitable facilities and equipment, and manufacturing and packaging processes consistent with applicable law and the accepted specifications.

4.4 Production records and traceability. The manufacturer shall create, maintain, and make available as required by the governing agreements and applicable law appropriate batch production, testing, quality-control, and ingredient traceability records. Disclosure of confidential records shall be subject to applicable confidentiality obligations and lawful access limitations.

4.5 Deviations and production issues. The manufacturer shall promptly notify SQ of material production problems, specification deviations, quality concerns, or delays that could affect the accepted order. SQ shall coordinate notice to the customer and any required approval or corrective action under the applicable agreements.

4.6 No unauthorized substitutions. The manufacturer shall not substitute ingredients, materially change the formula, or implement other material deviations from the approved specifications without the approvals required under Section 3. Nothing in this provision authorizes production or release of a product that fails applicable legal or quality requirements.

4.7 Allocation of responsibility. The manufacturer retains responsibility for its manufacturing performance, records, quality controls, and regulatory obligations notwithstanding SQ’s role in coordinating orders, payments, or communications. Responsibilities expressly undertaken by the customer or SQ under other governing agreements remain separately applicable.

5. Raw Material Sourcing, Ownership, and Responsibility

5.1 Order-specific sourcing designation. Each accepted purchase order or approved specification attachment shall identify whether ingredients, components, labels, and packaging are to be supplied by the manufacturer, customer, or another specifically approved party. Responsibilities for procurement, delivery, documentation, and related costs shall be identified for each applicable category of materials.

5.2 Supplying-party obligations. The party responsible for supplying materials shall provide the materials described in the accepted order, together with reasonably required specifications, certificates of analysis, lot identification, and other agreed documentation, as applicable. Supplying materials does not relieve any other party of its independent legal obligations.

5.3 Manufacturer receipt and quality responsibilities. Regardless of which party purchases or owns the materials, the manufacturer shall carry out applicable receipt, identification, examination, qualification, handling, storage, disposition, and quality-control procedures required for its manufacturing operations, including applicable dietary supplement cGMP requirements under 21 CFR Part 111. The manufacturer shall not use rejected or otherwise unsuitable materials merely because they were supplied by the customer or a third party.

5.4 Material ownership and custody. Title to ingredients, packaging, work in progress, and unused materials shall be governed by the accepted purchase order and applicable written agreements. Physical possession at a manufacturing or storage facility does not, by itself, establish ownership. Any return, disposal, transfer, or retention of unused customer-owned materials shall follow the agreed written instructions and applicable legal requirements.

5.5 Shortages, delays, and nonconformities. A party discovering missing, delayed, damaged, unsuitable, or nonconforming materials shall promptly notify SQ and provide available supporting information. SQ shall coordinate notice to affected parties and document any proposed impact on production, lead time, or cost. The manufacturer shall quarantine or otherwise control affected materials as required by its quality system and applicable law.

5.6 Cost and delay allocation. Additional expenses or delays attributable to material supply problems shall be allocated based on the responsible party, the accepted order, documented facts, and applicable agreements; no automatic allocation shall apply solely because a party supplied or possessed materials. Any change increasing a customer’s payment obligation or altering the manufacturer’s agreed duties requires the approvals specified in Section 3.

5.7 Substitutions and material changes. No ingredient, component, or packaging substitution or other material change may be implemented without the approvals required by the accepted specifications, applicable quality requirements, and Section 3. SQ shall preserve the approved change and its supporting documentation in the order record.

6. Manufacturing Lead Times, Delays, and Notifications

6.1 Estimated lead times. Unless the accepted purchase order expressly designates a guaranteed completion or delivery deadline, the manufacturer’s quoted production lead time is an estimate rather than an unconditional guarantee. The accepted purchase order controls any specific deadline or milestone commitments.

6.2 Start of production timeline. The agreed production lead time begins only when all applicable prerequisites identified in the accepted purchase order have been satisfied, including confirmation of the required customer deposit, final approved product specifications, availability and acceptance of required materials, and any necessary label, packaging, testing, or other approvals. SQ shall maintain a record of the relevant readiness or commencement date.

6.3 Prompt notice of material delays. The manufacturer shall notify SQ promptly after becoming aware of a material actual or reasonably anticipated delay. The notice shall identify, to the extent then known, the cause, affected production milestone, estimated duration or impact, proposed mitigation, and revised estimated completion date. The manufacturer shall provide material updates as circumstances change.

6.4 Customer communication and coordination. SQ shall communicate material schedule changes to the customer within a reasonable time after receiving sufficient information and shall coordinate reasonable mitigation or corrective steps with the affected parties. SQ’s coordination does not independently guarantee manufacturing completion or delivery.

6.5 Changes to binding commitments. An estimated completion date may be updated through the documented notification process, but a change to an expressly binding deadline, price, scope, or other material obligation requires the approvals specified in Section 3. Delay notifications alone do not amend an accepted purchase order.

6.6 Responsibility and remedies. Responsibility for delay-related costs, remedies, or excused performance shall be determined under the accepted purchase order and other applicable agreements, taking account of the cause of delay and the parties’ respective obligations. Nothing in this section automatically excuses a party’s breach or creates an independent penalty for delay.

7. Quality Testing, Certificates of Analysis, and Finished-Product Release

7.1 Required quality activities. The manufacturer shall perform or arrange all testing, examination, and quality-control activities required by applicable law, including applicable requirements of 21 CFR Part 111, and by the accepted purchase order and approved product specifications. The manufacturer remains responsible for ensuring that such activities are performed appropriately, including where a qualified third-party laboratory is used.

7.2 Records and traceability. The manufacturer shall prepare and retain required batch production, laboratory, quality-control, and other supporting records, and shall maintain ingredient and finished-product traceability as required by applicable law and the governing agreements.

7.3 Finished-product documentation. The manufacturer shall provide the finished-product certificate of analysis (COA) and other test reports or release documentation expressly required by the accepted purchase order or applicable agreements. A COA shall accurately reflect the applicable tests and results; no party may represent that a test was performed or a certification obtained when it was not.

7.4 Quality-control release before shipment. Finished products shall not be released for distribution or shipped until the manufacturer’s authorized quality-control function has completed the applicable review and approved release in accordance with law and its established procedures. Rejected, quarantined, or otherwise unreleased product shall not be shipped as conforming finished goods.

7.5 Failed tests and quality concerns. The manufacturer shall promptly notify SQ of material out-of-specification results, failed tests, rejected lots, suspected contamination, or other material quality concerns affecting an order. The manufacturer shall investigate and document such matters as required by law, and SQ shall coordinate communications and any proposed commercial resolution with affected parties. No release or specification change may circumvent required quality-control determinations.

7.6 Additional customer-requested testing. Testing beyond the manufacturer’s legally required activities and the accepted product specifications, including requested independent laboratory, marketplace-specific, or other supplemental testing, must be identified in the purchase order or an approved amendment. The order shall specify the tests, responsible arranging party, payer, and any resulting lead-time effect. No additional testing request displaces otherwise applicable legal requirements.

7.7 SQ coordination role. SQ may collect and transmit quality documentation and facilitate customer-manufacturer communications, but SQ’s administrative review does not replace the manufacturer’s quality-control unit or transfer the manufacturer’s nondelegable regulatory duties to SQ.

8. Manufacturing Yield Tolerance and Final Billable Quantities

8.1 Expressly agreed tolerance. A manufacturing yield tolerance of up to plus or minus ten percent (±10%) applies only if expressly disclosed in, and accepted as part of, the purchase order. No tolerance shall be presumed when the purchase order is silent.

8.2 Conforming quantities within tolerance. Where a tolerance is agreed, the manufacturer may tender finished units within the stated quantity range only if those units conform to the approved specifications and have received the required quality-control release. The agreed tolerance does not excuse product defects or noncompliance.

8.3 Actual-unit billing. The final product charge shall be calculated using the actual quantity of conforming, quality-released units accepted for the order multiplied by the agreed per-unit product price, subject to any expressly approved order-specific pricing terms. SQ shall reconcile the deposit and remaining balance against the final accepted quantity before final payment or shipment, as applicable.

8.4 Quantities outside tolerance. A shortage or overage outside the agreed tolerance shall be reported to SQ and requires a documented resolution approved by affected parties before the affected quantity is billed or shipped. No party is required to accept a material quantity change without the approval required under Section 3.

8.5 Rejected or unreleased goods. Nonconforming, rejected, or quality-unreleased units shall not be counted as accepted finished goods or billed as conforming units. Any rework, replacement, credit, or other remedy shall be handled under the applicable purchase order, quality provisions, and agreed transaction terms.

8.6 Records. The manufacturer shall provide SQ with the completed, released, rejected, and accepted unit counts reasonably necessary to verify the final quantity and billing reconciliation.

9. Packaging, Labeling, and Artwork Approval Responsibilities

9.1 Packaging supply and specifications. The accepted purchase order shall identify the party responsible for sourcing or supplying bottles, closures, labels, cartons, inserts, and other packaging components, together with approved specifications and any applicable pricing or delivery requirements.

9.2 Customer artwork and content approval. The customer shall review and approve final label artwork, branding, product representations, and claims before printing or application, and shall be responsible for the accuracy and substantiation of customer-provided content, subject to applicable law and the obligations of other parties.

9.3 Manufacturer review and obligations. The manufacturer shall review packaging and labeling for compatibility with the accepted specifications and perform its applicable manufacturing, packaging, labeling, and quality-control obligations, including those required under 21 CFR Part 111. Customer approval does not relieve the manufacturer of duties imposed by applicable law.

9.4 Approval before production. Final artwork and relevant packaging specifications must receive the documented approvals of the customer and manufacturer before labels are printed or applied, as applicable to the order. SQ shall coordinate and retain approval records. An approval shall identify the version approved.

9.5 No unauthorized substitutions. No party may materially substitute labels, artwork, containers, closures, or other packaging components, or change approved label content, without the documented approvals required under the purchase-order change procedure.

9.6 Errors, reprints, and related costs. A discovered artwork, labeling, printing, or packaging error shall be promptly reported through SQ. Reasonable reprint, replacement, rework, disposal, and delay costs shall be allocated under the accepted agreements according to the responsible party and the documented circumstances; SQ shall not unilaterally impose new charges on an affected party.

9.7 SQ coordination and regulatory roles. SQ facilitates artwork exchange, approval tracking, and communications, but does not by that coordination alone warrant that customer-provided marketing claims or labeling satisfy all applicable legal requirements. Nothing in this section waives any party’s nondelegable legal obligations.

10. Shipping Arrangements, Delivery Responsibilities, and Transfer of Risk

10.1 Order-specific shipping instructions. Each accepted purchase order shall identify the party responsible for arranging shipment, the party responsible for freight charges, the designated destination, and the applicable delivery terms. Customer-provided carrier accounts or labels, manufacturer-arranged freight, and other authorized methods shall be recorded as applicable.

10.2 Preconditions to shipment. The manufacturer shall not tender finished products for shipment until required quality-control release has occurred, SQ has confirmed satisfaction of applicable payment conditions, and any other agreed shipment prerequisites have been met.

10.3 Transfer of risk. Risk of accidental loss or damage in transit transfers at the specific point expressly agreed in the accepted purchase order, which may be carrier pickup, confirmed delivery, or another mutually approved event. The parties shall not presume that payment, title, and risk of loss transfer at the same time. If the purchase order omits a risk-transfer point, SQ shall coordinate written clarification before shipment; applicable law governs any unresolved issue.

10.4 Manufacturer-caused shipping losses. Regardless of the agreed transit risk-transfer point, the manufacturer remains responsible to the extent loss or damage results from its improper packaging, incorrect labeling or addressing, unauthorized shipping instructions, or negligent acts or omissions, subject to applicable law and the parties’ accepted agreements.

10.5 Shipment problems and claims. A party discovering lost, damaged, misdelivered, or delayed goods shall promptly notify SQ and provide reasonably available shipment records, photographs, tracking information, and other supporting evidence. The responsible parties shall cooperate in pursuing applicable carrier or insurance claims and in determining a documented resolution.

10.6 SQ coordination role. SQ may facilitate shipping instructions, tracking, incident communications, and claim documentation, but does not solely by doing so become the carrier, insurer, or guarantor of transportation performance. Any separate transportation responsibility assumed by SQ must be expressly documented.

11. Customer Inspection, Acceptance, and Reporting Problems

11.1 Initial inspection period. The customer shall reasonably inspect delivered products and report readily discoverable shortages, visible damage, incorrect packaging or labels, or other reasonably apparent discrepancies through SQ within ten (10) business days after documented actual delivery. Actual delivery is evidenced by reasonably reliable carrier proof of delivery, documented handoff, or other credible delivery evidence. The inspection period is for reasonably discoverable issues and does not automatically waive rights regarding qualifying latent defects, safety concerns, or nonwaivable legal obligations.

11.1A Administrative delivery status. Any automatic SQ “delivered,” “received,” or “completed” status, including a status generated ten (10) calendar days after shipment, is an administrative workflow event and not conclusive evidence of actual delivery or product acceptance. It does not independently start or shorten the ten-business-day inspection period. A seven-calendar-day “Report a problem” notification prompt is an administrative reminder, not a substitute for the inspection period. The parties shall cooperate to correct status based on reliable delivery evidence, and SQ may suspend or review related completion and payout steps when a timely documented dispute is raised, subject to the governing payment agreements.

11.2 Required notice and evidence. A report shall identify the SQ order, affected product and quantity, nature of the issue, date discovered, and reasonably available supporting evidence, including photographs, lot numbers, delivery documents, and shipment information. The customer shall reasonably preserve affected goods and evidence pending investigation, where safe and practicable.

11.3 Investigation and cooperation. SQ shall coordinate the report with the manufacturer and customer. The parties shall cooperate in good faith, provide reasonably requested relevant records, and allow appropriate inspection or testing, subject to confidentiality, safety, and applicable legal requirements. SQ coordination does not itself constitute a warranty or assumption of manufacturing responsibility.

11.4 Latent defects and safety concerns. A manufacturing defect, contamination concern, or other nonconformity not reasonably discoverable during the initial inspection may be reported promptly upon discovery, subject to applicable law and agreed contractual limitations. Any potential product-safety issue shall be escalated promptly and handled under applicable quality, recall, and regulatory procedures; the initial inspection period does not excuse required regulatory action.

11.5 Acceptance and disputed goods. Failure to report a reasonably apparent discrepancy within the initial inspection period may constitute acceptance of the goods with respect to that discrepancy to the extent permitted by applicable law and the governing agreements, but does not establish acceptance of concealed defects or nonconforming goods that could not reasonably have been identified. Disputed goods shall not be disposed of or returned without appropriate instructions, except where safety or law requires otherwise.

11.6 Resolution and allocation of costs. Following reasonable investigation, the responsible party shall cooperate in an appropriate remedy consistent with the accepted agreements and applicable law, which may include correction, replacement, credit, refund, or another agreed resolution. Responsibility for reasonable inspection, freight, testing, rework, and related costs shall be allocated based on the cause of the issue and the applicable contractual terms.

12. Nonconforming Products, Rework, Replacements, and Corrective Actions

12.1 Identification and control. Products or components reasonably suspected or confirmed to be nonconforming shall be identified, appropriately segregated or otherwise controlled, and withheld from release or shipment pending documented quality evaluation and disposition. The manufacturer shall follow applicable cGMP requirements and its established quality procedures.

12.2 Investigation and corrective action. The manufacturer shall promptly investigate manufacturing-related failures, document findings and disposition decisions, notify SQ of material issues, and implement appropriate corrective and preventive actions as warranted. The customer and other involved suppliers shall reasonably cooperate in determining root cause.

12.3 Conditions for rework. Reprocessing or rework may occur only where technically appropriate, authorized by the manufacturer’s responsible quality-control personnel, consistent with applicable law and cGMP requirements, and approved by affected parties when it changes accepted specifications, price, or delivery commitments. No rework shall be used to conceal an unresolved safety or quality defect.

12.4 Manufacturer-caused nonconformity. To the extent an established nonconformity resulted from the manufacturer’s breach, error, or failure to satisfy its obligations, the manufacturer shall bear reasonable, documented correction, rework, or replacement costs attributable to that cause, subject to the applicable agreements, available remedies, and enforceable limitations of liability.

12.5 Other-party causes and shared responsibility. If the nonconformity resulted from customer-supplied materials, customer-approved inaccurate artwork, inaccurate specifications provided by another party, or another party’s conduct, reasonable resulting costs shall be allocated according to established responsibility and the accepted agreements. Where causes are shared, costs may be allocated proportionately as supported by the investigation and applicable terms.

12.6 SQ coordination and resolution record. SQ shall facilitate notices, collection of relevant documentation, communications, approval of any material order amendments, and tracking of the agreed remedy. SQ does not by coordination alone assume the manufacturer’s quality-control or corrective-action obligations.

12.7 Unsafe or irreparable goods. Products that cannot lawfully or safely be corrected, released, or distributed shall not be sold or shipped. Their disposition, including destruction or return where appropriate, shall follow applicable law, quality procedures, and the accepted allocation of responsibility and costs. Nothing in this section limits mandatory safety reporting or recall obligations.

13. Product Recalls, Safety Incidents, and Regulatory Notifications

13.1 Manufacturer-led response. For a suspected or confirmed safety incident, contamination, misbranding, or other circumstance that may require market action involving products manufactured under a purchase order, the manufacturer shall take the lead in investigating manufacturing-related causes, coordinating a proposed recall or corrective-action response with the customer and SQ, and implementing manufacturing-related containment, traceability, and corrective measures.

13.2 Prompt notice and containment. Each party shall promptly notify SQ and the manufacturer upon becoming aware of a potentially serious product-safety issue. The manufacturer shall promptly evaluate affected lots and, as appropriate, suspend release or shipment, segregate affected inventory, and coordinate traceability and retrieval steps. No party shall delay an urgent safety action solely because fault or cost allocation remains disputed.

13.3 Cooperation and records. SQ and the customer shall reasonably cooperate with the manufacturer-led response, including providing available order, distribution, recipient, lot, shipping, complaint, and contact records; relaying necessary communications; and supporting product recovery, correction, or disposal as appropriate. SQ acts as a transaction coordinator and records communications and agreed actions.

13.4 Legally assigned responsibilities preserved. Manufacturer leadership under this agreement does not displace or waive any legally imposed responsibility of the customer, brand owner, distributor, manufacturer, or other responsible person. Each party shall make the regulatory notifications, adverse-event reports, recall decisions, and other submissions required of that party by applicable law. Where a notification or recall action requires another party’s legal authority, the manufacturer shall coordinate with that party rather than purporting to act in its place.

13.5 Regulators and communications. The manufacturer shall coordinate manufacturing-related information and assist with regulator inquiries and recall communications, while the party legally responsible for a particular notification, report, or recall decision retains authority and accountability for that action. Public statements and customer-facing notices shall be coordinated to the extent practicable without delaying legally required or urgent safety communications.

13.6 Costs and continuing duties. Reasonable, documented recall, testing, retrieval, replacement, disposal, and corrective-action costs shall be allocated according to established responsibility, the accepted purchase order, and applicable agreements and law. Parties shall preserve required records and cooperate in follow-up corrective and preventive actions.

14. Order Cancellations, Manufacturing Holds, and Termination

14.1 Cancellation requests before production. Before manufacturing begins, the customer may request cancellation through SQ. SQ shall communicate the request to the manufacturer and coordinate a written accounting of order status, committed materials, and costs. A cancellation request does not automatically release any party from already-incurred obligations.

14.2 Preproduction refund calculation. Any approved refund shall be calculated from amounts actually received, less reasonable, documented, nonrecoverable expenses properly incurred or irrevocably committed for the order, in accordance with the SQ Payment, Refund & Cancellation Policy and the accepted purchase order. Recoverable deposits, credits, or unused materials shall be accounted for appropriately; charges shall not be duplicated.

14.3 Cancellation after manufacturing begins. Once manufacturing has begun, the customer may not unilaterally cancel the purchase order. Any cancellation or reduction requires a written settlement approved by affected parties, addressing work performed, committed and completed materials, finished or work-in-process goods, payments, refunds, ownership, and disposition.

14.4 Manufacturer disclosure and mitigation. Upon receiving a cancellation or hold request, the manufacturer shall promptly provide reasonably available information about production stage, noncancelable purchase commitments, costs incurred, recoverable amounts, and feasible mitigation. Each party shall act reasonably to avoid unnecessary additional losses without compromising safety, quality, or applicable legal duties.

14.5 Temporary manufacturing holds. SQ may coordinate a temporary production or shipment hold for payment, quality, safety, suspected nonconformity, or another legitimate contractual concern. A hold must be communicated promptly, identify its reason and expected next steps when feasible, and remain subject to the parties’ legal and contractual rights. SQ coordination alone does not confer authority to override a manufacturer’s required quality-control decisions.

14.6 Costs and schedule effects of holds. Reasonable, documented costs and timeline impacts resulting from a hold shall be evaluated by cause and allocated under the accepted agreements. Material changes to pricing, production scope, or binding delivery commitments require the affected parties’ written approval and an order amendment under Section 3.

14.7 Material breach and termination. Termination for material breach is subject to applicable notice, opportunity-to-cure, and remedy provisions of the governing agreements, except where immediate action is required by law or to address an urgent safety risk. Termination does not extinguish accrued payment obligations, record-retention duties, confidentiality obligations, or other terms that by their nature survive.

14.8 Policy coordination. This section shall be read together with the SQ Payment, Refund & Cancellation Policy. If a transaction-specific accepted term lawfully changes a cancellation arrangement, SQ shall document that term and obtain all required approvals before applying it.

15. Payment Obligations, Deposit Application, and Final Payment Reconciliation

15.1 Deposit and deadline. Unless an accepted purchase order expressly states an authorized different schedule, the customer shall pay a deposit equal to fifty percent (50%) of the agreed initial order total within ten (10) business days after SQ issues the applicable deposit payment request for that accepted order. SQ shall retain the payment-request issuance date in the order record. Acceptance of a quote or purchase order alone does not start the deadline. Production is not required to begin before confirmation of the deposit and satisfaction of the applicable production prerequisites. Missed payments are subject to the notice, five-business-day cure period, order hold, and nonautomatic cancellation procedures in the SQ Payment, Refund & Cancellation Policy.

15.2 Deposit credit. SQ shall credit customer funds actually received as a deposit toward the amounts payable under the applicable purchase order. The deposit is an advance payment against the order and does not fix the final quantity or excuse any properly authorized additional charges.

15.3 Final reconciliation. After the manufacturer confirms the actual conforming, quality-released quantity accepted for the order, SQ shall reconcile the final product amount using the agreed unit price and the yield tolerance, if any, expressly accepted in the purchase order. The reconciliation shall separately identify approved labeling, freight, testing, taxes, credits, and other applicable pass-through or additional charges. Changes outside the accepted scope require the approvals specified in Section 3.

15.4 Balance before shipment. SQ shall issue or record the reconciled final balance and the customer shall pay all outstanding amounts due before the finished products are authorized for shipment, subject to any lawful, expressly accepted transaction-specific exception. A manufacturer is not required to ship while an undisputed required balance remains unpaid.

15.5 Manufacturer disbursements. SQ shall administer payments to the manufacturer under the separately applicable SQ Payment, Refund & Cancellation Policy, including confirmed receipt of customer funds, applicable release conditions, authorized offsets, and payment timing. Nothing in this section requires SQ to advance its own funds for an unpaid customer obligation.

15.6 Platform markup and pass-through charges. SQ’s standard platform markup is ten percent (10%) of the manufacturer’s product price only. Labeling and freight charges passed through at their agreed amounts are excluded from that markup unless a separately approved written arrangement expressly provides otherwise. Customer-facing amounts and manufacturer payment amounts shall be recorded distinctly.

15.7 Records and disputes. SQ shall retain a transaction record of deposit receipts, final quantities, approved adjustments, invoices, credits, balance payments, and manufacturer disbursements. Any disputed adjustment shall be handled under the accepted order terms and the applicable dispute and payment procedures; undisputed amounts remain payable when due.

16. Manufacturing Records, Document Retention, and Controlled Access

16.1 Manufacturer records. The manufacturer shall create, maintain, and retain manufacturing, batch production, quality-control, testing, component, packaging, and traceability records as required by applicable law, including 21 CFR Part 111 where applicable. Retention periods shall be no shorter than legally required; this agreement does not shorten any statutory or regulatory requirement.

16.2 SQ transaction records. SQ shall preserve the accepted purchase order, quotation and RFQ version references, accepted specification snapshot, authorized amendments, payment and reconciliation records, labeling and other approvals, and material order communications in accordance with its applicable retention policies and legal obligations.

16.3 Customer documentation. The manufacturer shall furnish the finished-product certificate of analysis (COA), approved product specifications, and other documents expressly required by the accepted purchase order or applicable law. A request for additional records shall be evaluated under this section and the applicable confidentiality agreements.

16.4 Reasonable access for investigations. Upon a reasonably specific request from SQ concerning a product complaint, suspected nonconformity, transaction dispute, contractual compliance inquiry, or recall, the manufacturer and other relevant parties shall timely provide records reasonably necessary to investigate and address the matter, subject to lawful restrictions and appropriate confidentiality safeguards. SQ may coordinate a limited review, redacted disclosure, or other protective access method where appropriate.

16.5 Proprietary information. Confidential formulas, manufacturing know-how, supplier identities, pricing, trade secrets, and proprietary processes shall not be disclosed beyond what is reasonably necessary under the accepted agreements or legally required. This clause does not excuse withholding information that must be provided to regulators or otherwise disclosed by law.

16.6 Regulatory requests and preservation. Each party shall cooperate with lawful regulatory inquiries within the scope of its obligations. Upon notice of a reasonably anticipated dispute, investigation, recall, or litigation, relevant parties shall preserve pertinent records and suspend routine deletion as legally required. Nothing herein transfers the manufacturer’s required cGMP recordkeeping or quality-control duties to SQ.

17. Transaction Disputes, Liability Allocation, and Remedies

17.1 Dispute notice and evidence. A customer or manufacturer shall promptly submit a transaction-related dispute through SQ, identifying the order, disputed issue, requested resolution, and reasonably available supporting evidence. The parties shall preserve relevant records and refrain from altering or destroying material evidence.

17.2 SQ coordination. SQ shall act as a central point of contact to coordinate communications, collect and organize relevant documentation, and facilitate reasonable good-faith efforts toward resolution. SQ does not, solely by coordinating the process, act as an arbitrator, guarantee a particular outcome, or assume another party’s performance obligations.

17.3 Cooperation and confidential information. Each affected party shall reasonably cooperate in investigating the issue and provide relevant order, manufacturing, quality, payment, shipping, or approval records to the extent required by the accepted agreements and applicable law. Disclosure of proprietary information shall be limited and protected under applicable confidentiality terms.

17.4 Allocation according to responsibility. Responsibility for proven or agreed losses, corrective work, replacements, credits, refunds, and other available remedies shall be determined by the parties’ respective acts or omissions, contractual commitments, causation, and applicable law. No party shall automatically bear another party’s losses solely because SQ coordinated the transaction.

17.5 SQ’s own conduct. SQ remains responsible for its own enforceable contractual obligations and liability arising from its own breach, negligence, or misconduct to the extent provided by applicable law and governing agreements. SQ does not, solely by operating the platform or processing transaction communications and payments, guarantee the manufacturer’s production quality, timelines, or regulatory compliance.

17.6 Disputed and undisputed amounts. Disputed funds, payment adjustments, and any authorized holds shall be handled under the applicable Payment, Refund & Cancellation Policy and other governing agreements, without creating a unilateral right to withhold sums not genuinely disputed. Undisputed amounts remain payable when due, subject to applicable law and authorized setoffs or holds.

17.7 Escalation and governing dispute process. If facilitated discussions do not resolve the matter, the dispute shall proceed under the applicable notice, escalation, dispute-resolution, venue, and remedy provisions of the governing agreements. SQ’s coordination does not displace legally required safety, recall, or regulatory action.

18. Contract Precedence, Transaction-Specific Exceptions, and Consistency

18.1 Mandatory requirements. Applicable law, nonwaivable regulatory duties, and legally required product-safety actions take priority over any inconsistent commercial provision. No contractual hierarchy transfers statutory duties to a party that does not legally bear them.

18.2 Authorized order-specific amendments. An express written transaction-specific amendment, approved by SQ and each party whose rights or obligations are materially affected, governs only the specifically identified terms that it validly changes. It does not implicitly waive unrelated platform protections.

18.3 Accepted order and specifications. Subject to Sections 18.1 and 18.2, the accepted purchase order, quotation, incorporated RFQ/specification snapshot, and duly approved change orders govern product identity, formulation and other specifications, quantity, price, agreed yield tolerance, lead time, labeling, shipping, and other identified order-specific commercial terms.

18.4 Incorporated agreements and policies. For matters not expressly and validly changed by the accepted order or an authorized amendment, the applicable Customer Terms, Manufacturer Platform Agreement, Manufacturer NDA, Payment, Refund & Cancellation Policy, and other incorporated SQ policies continue to apply according to their terms. A purchase order shall not silently override dispute-resolution, confidentiality, intellectual-property, liability, or compliance provisions.

18.5 Approval of exceptions. SQ may approve administrative exceptions within its delegated authority. Any exception materially changing a customer’s or manufacturer’s pricing, delivery, payment, quality, confidentiality, or other obligations requires that affected party’s documented assent before becoming binding.

18.6 Ambiguity and conflicts. SQ shall flag conflicting or ambiguous provisions for clarification and record the resolution and approvals in the order history. Until resolved, the parties shall continue to perform undisputed obligations to the extent lawful and commercially practicable; no party may disregard required safety or regulatory actions.

18.7 Document coordination. This instrument supplements, and does not replace, the applicable platform agreements. If a conflict cannot be resolved under the hierarchy above, the parties shall seek a documented amendment or use the dispute procedure in the governing agreement.

19. 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.