Kernologix LLC · Legal
Kernologix LLC — Standard Terms of Sale
1. PRODUCT & USE
Products are raw materials for further manufacturing into dietary supplements, NOT for direct human consumption. Buyer is responsible for final formulation, testing, labeling, and regulatory compliance.
2. SPEC & LOT
Product meets supplier spec at time of shipment per COA for stated lot. Buyer acknowledges COA is for that lot only. Storage: <25C, <60% RH, original sealed container.
3. INSPECTION & CLAIMS (BINDING)
Buyer MUST send photos of sealed foil with lot # visible BEFORE opening, and written claim within 10 business days for visible defects, 20 business days for hidden defects/assay failure. No photos before opening = no claim. No claim after 20 days.
4. LIMITED WARRANTY
Only warranty is product conforms to supplier COA at time of shipment. NO OTHER WARRANTY - No merchantability, fitness for particular purpose, non-infringement. Buyer determines suitability.
5. LIMITATION OF LIABILITY
Total liability for ANY claim - quality, delivery, negligence - capped at amount paid for THAT specific lot. No consequential, incidental, lost profit, recall, finished product damages.
6. INDEMNIFICATION
Buyer indemnifies Kernologix for claims from Buyer's formulation, manufacturing, labeling, storage.
7. TITLE & RISK
Title and risk transfer to Buyer upon delivery to Buyer's dock with carrier POD. If drop-shipped, risk transfers upon delivery to Buyer's dock.
8. PAYMENT
First 3 orders Net 15, thereafter Net 30 upon credit approval. Late fee 1.5%/month. No offset of unapproved claims.
9. RECALL
Each party responsible for recall costs caused by its own negligence. Kernologix responsible only for replacement of defective raw material.
10. INSURANCE
Buyer to maintain product liability $2M.
11. GOVERNING LAW
Commonwealth of Virginia, Henrico County. Mediation before litigation.
12. ACCEPTANCE
Payment of invoice, acceptance of delivery, or sending PO constitutes acceptance of these Terms.