1. Introduction & Parties
These Terms & Conditions ("Agreement") govern all manufacturing services provided by NUTRILAB LLC, a Florida limited liability company("NUTRILAB LLC," "we," "us," or "our"), to business clients ("Client" or "you") who engage us for the contract manufacture of liquid dietary supplements. By placing an order or entering into a manufacturing agreement with NUTRILAB LLC, you accept and agree to be bound by this Agreement in full.
This Agreement is between businesses only. NUTRILAB LLC does not sell products directly to consumers.
2. FDA Compliance & Regulatory Disclaimers
- FDA Registration: Our facility is FDA-registered (Owner/Operator #10083648) and operates in compliance with 21 CFR Part 111 cGMP. FDA registration does not constitute approval of any product or formula.
- Supplement Disclaimer: These statements have not been evaluated by the Food and Drug Administration. Products are not intended to diagnose, treat, cure, or prevent any disease.
- Client Responsibility:The Client is solely responsible for ensuring that all label claims, marketing statements, and product representations comply with applicable FDA regulations, FTC guidelines, and any other federal, state, or local laws in the markets where the Client sells or distributes the products. NUTRILAB LLC manufactures to the Client's approved specifications and assumes no responsibility for Client's label claims or marketing materials.
3. Orders, MOQ & Payment Terms
- Minimum Order Quantity (MOQ): The minimum order quantity for all liquid supplement manufacturing is 800 units per SKU per production run.
- Deposit: A non-refundable deposit of 50% of the total order value is required before production commences. The remaining balance is due and must be paid in full before shipment of finished goods.
- Custom Orders: All custom manufacturing orders are non-cancellable once production has commenced. The deposit and any costs incurred up to the point of cancellation are forfeited.
- Order Confirmation: Orders are binding only upon receipt of a signed purchase order or written confirmation and the required deposit payment.
- Taxes: All quoted prices exclude applicable state and local taxes, which will be itemized separately.
4. Intellectual Property
- Client Formula: The Client retains full ownership of any proprietary formula or trade secret provided by the Client to NUTRILAB LLC for manufacturing purposes.
- NUTRILAB LLC Processes: NUTRILAB LLC retains sole ownership of its manufacturing processes, methods, equipment, standard operating procedures, and any formulations developed independently by NUTRILAB LLC. Nothing in this Agreement transfers any NUTRILAB LLC process rights to the Client.
- Website Content: All content on the NUTRILAB LLC website (logos, text, graphics) is the exclusive property of NUTRILAB LLC. Unauthorized use or reproduction is prohibited.
5. Batch Acceptance & Defect Reporting
- Inspection Period: Upon delivery of finished goods, the Client has 10 business days to inspect the batch and report any alleged defects or non-conformances in writing to NUTRILAB LLC.
- Written Notice Required: Any defect claim must be submitted in writing to sales@nutrilabsolutions.com within the 10-business-day period, including a description of the alleged defect, photographs, and the applicable batch number.
- Deemed Acceptance: Failure to provide written notice of defects within 10 business days of delivery constitutes irrevocable acceptance of the batch. NUTRILAB LLC will not be liable for any claims raised after this period.
6. Client Indemnification
The Client agrees to indemnify, defend, and hold harmless NUTRILAB LLC, a Florida limited liability company, and its members, managers, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Any label claims, marketing claims, or advertising representations made by the Client regarding the manufactured products;
- The Client's resale, distribution, or commercialization of the products under the Client's brand;
- Any third-party claims arising from the Client's brand, marketing, or product use by end consumers;
- Any failure by the Client to comply with applicable laws and regulations in the markets where it sells or distributes the products;
- Any formula, ingredient specification, or labeling instruction provided by the Client to NUTRILAB LLC.
7. Limitation of Liability
- Liability Cap: NUTRILAB LLC's total aggregate liability for any claim arising under or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total value of the specific order giving rise to such claim.
- No Consequential Damages: In no event shall NUTRILAB LLC be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, or loss of data, even if NUTRILAB LLC has been advised of the possibility of such damages.
- Exception:The foregoing limitations do not apply to damages arising from NUTRILAB LLC's gross negligence or willful misconduct.
8. Governing Law & Dispute Resolution
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Venue for any proceedings shall be in Miami-Dade County, Florida.
- Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Miami-Dade County, Florida.
- Class Action Waiver: The Client expressly waives any right to bring or participate in any class action, collective action, or representative proceeding. All disputes must be arbitrated on an individual basis only.
- Opt-Out: A Client may opt out of the arbitration provision by sending written notice to sales@nutrilabsolutions.com within 30 days of entering into this Agreement.
9. Amendments & Entire Agreement
NUTRILAB LLC reserves the right to update these Terms & Conditions at any time. Continued engagement with NUTRILAB LLC following any update constitutes acceptance of the revised terms. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, or agreements.
