SAFE SUGAR™ Commercial Terms & Conditions

These Terms govern all quotations, purchase orders, invoices, supply agreements, and sales of SAFE SUGAR™ and related products (“Goods”). Acceptance of any order, payment, invoice, or shipment constitutes Buyer’s agreement to these Terms. Any modifications or additional terms proposed by Buyer are rejected unless expressly accepted in writing by Seller.

Orders are binding only upon Seller’s written confirmation and receipt of required deposit. Seller may accept, reject, or limit quantities at its sole discretion, including for compliance, capacity, or risk management reasons.

Prices are stated in USD unless otherwise specified in writing. Unless expressly included, pricing excludes freight, insurance, duties, VAT, taxes, banking/transfer fees, customs brokerage, inspections, certifications, and any regulatory charges in Buyer’s jurisdiction.

• Deposit: 50% non-refundable deposit is required to reserve production capacity and production slot.
• Balance: Remaining 50% is due prior to shipment release.
• Start of Production: Production begins only after deposit funds are cleared and confirmed.
• Non-Refundability / Slot Forfeiture: If Buyer fails to pay the remaining balance on time, Buyer forfeits the deposit and the reserved production slot. Any additional costs already incurred remain payable.

Past-due balances accrue interest at 1.5% per month (18% annually) or the maximum permitted under Nevada law, whichever is lower. Buyer is responsible for all collection costs, including reasonable attorney fees and costs.

• MOQ: Minimum Order Quantities are confirmed in writing (quote, invoice, or supply confirmation).
• Non-Cancelable Production: Custom production is non-cancelable once initiated or once raw materials are procured.
• Reserved Batch Liability: Buyer assumes full financial responsibility for the reserved batch once procurement begins, including raw materials, production time, and associated costs.

Delivery is FCA Seller’s Facility (USA) under Incoterms® 2020. Risk transfers when goods are made available to the carrier.

• Buyer arranges and pays freight and insurance (if desired).
• Buyer is responsible for customs clearance, import approvals, and regulatory permits.
• Buyer pays all duties, VAT, taxes, and import charges.

Lead times are estimates provided in good faith and are not guaranteed delivery dates. Delays do not constitute breach if caused by reasonable production, logistics, compliance, or force majeure factors.

Each batch includes a Certificate of Analysis (COA). Buyer must inspect goods within five (5) business days of receipt and provide written notice of any nonconformity. Failure to notify Seller within the inspection window constitutes acceptance.

Returns are accepted solely for verified manufacturing defects. Seller’s exclusive remedy is replacement of the affected goods or refund of the purchase price of the affected batch, at Seller’s option.

Following FCA transfer, Buyer assumes responsibility for storage conditions, handling, transportation integrity, temperature/humidity control (if applicable), and product stability.

Buyer is solely responsible for compliance with all applicable laws and regulations in Buyer’s jurisdiction, including labeling, import approvals, registrations, inspections, food safety rules, and advertising/claims compliance. SAFE SUGAR™ is sold strictly as an ingredient. Buyer may not make medical, therapeutic, or disease-related claims unless separately authorized in writing and legally compliant in Buyer’s jurisdiction.

All intellectual property, proprietary information, documentation formats, and know-how remain the exclusive property of Seller. Buyer may not reverse engineer, analyze for replication, decompile, or attempt to recreate formulation or process details. Technical disclosures beyond standard commercial documentation require a fully executed NDA. Confidentiality obligations survive termination and completion of any transaction.

Buyer agrees to indemnify, defend, and hold Seller harmless from claims, liabilities, and costs arising from:

• Improper labeling or marketing claims by Buyer or Buyer’s downstream partners
• Unauthorized medical/therapeutic representations
• Repackaging, reformulation, or mixing with other ingredients
• Regulatory violations, import noncompliance, or unlawful distribution
• Export controls, sanctions, or restricted-territory resale

Seller’s total liability shall not exceed the purchase price of the affected goods. Seller is not liable for indirect, incidental, consequential, punitive, special, or lost-profit damages, even if advised of the possibility.

Seller is not liable for delay or failure to perform due to events beyond reasonable control, including supply chain disruption, raw material constraints, acts of government, regulatory delays, labor disputes, natural disasters, epidemics, transport interruption, or carrier delays.

The prevailing party in any dispute, arbitration, or enforcement action is entitled to recover reasonable attorney fees and costs.

Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA), conducted in English, in Clark County, Nevada, USA, before one arbitrator. Each party waives the right to jury trial and class action. Judgment on the award may be entered in any court of competent jurisdiction.

These Terms are governed by and construed under the laws of the State of Nevada, USA, without regard to conflict-of-law rules.

Buyer may not assign or transfer rights or obligations under these Terms without Seller’s prior written consent.

If any provision is deemed unenforceable, the remaining provisions remain valid and enforceable to the fullest extent permitted by law.

These Terms constitute the entire agreement regarding the Goods unless superseded by a separate written contract signed by both parties. Electronic confirmation, email acceptance, digital signature, or payment constitutes binding acceptance.