Vytalogy Wellness, LLC Purchase Order Terms & Conditions
July 2026
1. ENTIRE AGREEMENT
These purchase order terms and conditions (Terms and Conditions) apply to all purchases by Vytalogy Wellness, L.L.C. or any of its affiliates (including but not limited to Jarrow Formulas, Inc., Jarrow Industries, L.L.C., Natrol LLC, New Wellness Company, L.L.C., Natrol Industries, L.L.C., New Wellness Industries II, L.L.C. and New Wellness Industries III, L.L.C.) (Buyer) from any entity (Seller) that receives an order from Buyer to buy, regardless of how the order was given to Seller (Order); provided however, that if Buyer and Seller have any other signed agreement related to the purchase from Seller, the terms of that written agreement or agreements will control. Except as provided in the first sentence of this Section 1, in the event of a conflict between these Terms and Conditions, and those contained in any proposal, acknowledgment, Seller invoice, or other writings, these Terms and Conditions will control. If such other proposal, acknowledgment, invoice or writing contains additional terms in conflict with these Terms and Conditions, said additional terms will not become a part of the agreement between Buyer and Seller unless both parties so agree in writing.
2. TERMS AND CONDITIONS TERMS PREVAIL
THESE TERMS AND CONDITIONS PREVAIL OVER CONTRARY ACKNOWLEDGMENT, EXCEPT ANY SIGNED AGREEMENT AS PROVIDED FOR IN SECTION 1. SELLER’S SHIPMENT OF GOODS OR PROVISION OF SERVICES WILL CONSTITUTE ACCEPTANCE OF THESE TERMS AND CONDITIONS. NOTWITHSTANDING ANY CUSTOM, PRACTICE OR COURSE OF DEALING, BUYER MAY INSIST ON STRICT ADHERENCE TO THESE TERMS AND CONDITIONS. ANY WAIVER BY BUYER OF ANY TERM, CONDITION OR PROVISION WILL NOT BE CONSTRUED TO BE A WAIVER OF ANY OTHER TERM, CONDITION OR PROVISION HEREOF NOR WILL SUCH WAIVER BE DEEMED A WAIVER OF ANY SUBSEQUENT BREACH OF THE SAME TERM, CONDITION OR PROVISION.
3. TAXES
Unless otherwise stated on an Order, the prices stated include all federal taxes or duties and exclude all state and local taxes applicable to an Order on the date of the Order. No charges will be allowed for containers, coating, boxing or other packaging unless otherwise expressly stated in an Order, but damage to any goods not packed to ensure proper protection of said goods will be charged to Seller. Complete packing list must accompany each shipment.
4. ASSIGNMENT
Seller will not assign an Order or any part thereof, including any payments due or to become due under an Order, without the written consent of Buyer.
5. SHIPPING/ARRIVAL DATE
The shipping and/or arrival date specified is critical and orders will be shipped and work completed within the time specified in an Order, failing which Buyer reserves the right, upon notice to Seller, to cancel an Order or to purchase the described goods or services from a vendor of Buyer choice and charge Seller with all loss or damage occasioned thereby, unless deferred shipment or services have been authorized by a Buyer duly authorized representative.
6. FORCE MAJEURE
Neither Buyer nor Seller will be liable for delay or default in the fulfillment of an Order due to matters beyond the reasonable control of the party charged with performance, including an act of nature, accident, riot, war, act of terrorism, embargo or government interference. During any such delay or default by Seller, Buyer may elect to purchase the described goods or services in an Order elsewhere and, at Buyer sole option, apply such purchases to reduce the quantity of goods or services deliverable under an Order.
7. PRESENCE ON BUYER'S PREMISES
If Seller's performance under an Order requires the presence of Seller, its agents, employees or subcontractors upon the premises of Buyer, Seller will comply with the Federal Occupational Safety and Health Act and all regulations issued thereunder and otherwise will take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work. Except to the extent that any such injury is due solely and directly to Buyer negligence, Seller will pay Buyer for any loss which may result in any way from any act or omission of Seller, its agents, employees or subcontractors, and Seller will maintain such Public Liability, Property Damage, and Employee's Liability and Compensation Insurance as will protect Buyer from said risks and from any and all claims under any applicable Worker's Compensation and Occupational Disease Acts.
8. INDEMNIFICATION; LIMITATION OF LIABILITIES
Seller agrees to indemnify, defend and hold Buyer, its affiliates, and their respective officers, directors, employees, agents, customers, distributors and retailers harmless from and against all losses, damages, liabilities, claims, actions, judgments, penalties, fines, recalls, market withdrawals, seizures, detentions, refusals, costs and expenses, including reasonable attorneys’ fees and costs and allocable in-house counsel expenses, suffered, incurred or asserted by or against any of them arising out of or relating to: Seller’s breach of any warranty, representation, covenant or obligation; Seller’s goods or services; any nonconforming, defective, adulterated, contaminated, misbranded, mislabeled, infringing or otherwise unlawful goods; any inaccurate or incomplete certificate, specification, test result, regulatory statement or other documentation; any personal injury, death, property damage, economic loss, regulatory action, recall or market withdrawal; or any act or omission of Seller or its agents, employees, suppliers or subcontractors. Buyer’s liability to pay any amount to Seller for any reason will not exceed the amount Buyer has agreed to pay Seller for the applicable goods or services. BUYER SHALL NOT BE LIABLE TO SELLER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE PURCHASE OF GOODS AND/OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR FORM OF CLAIM, AND EVEN IF BUYER IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
9. PROPRIETARY MATERIALS
Confidential or proprietary information of any type, including but not limited to blueprints, drawings, specifications, dies, patterns, tools, business plans, processes and formulations furnished or paid for by Buyer pursuant to an Order, or acquired by Seller from Buyer in any manner while fulfilling an Order, will be and remain Buyer’s property, and will not be reproduced, used for the benefit of or disclosed by Seller to others without Buyer’s prior written consent. Upon completion of an Order or its termination, any such proprietary materials will be delivered to Buyer unless Seller is advised by Buyer to the contrary in writing. Seller will not use confidential or proprietary information acquired during its fulfillment of an Order.
10. WARRANTIES
Seller warrants, represents and covenants that, as applicable to the goods or services being purchased, and in addition to all warranties available under the Uniform Commercial Code and applicable law:
A) the described goods in an Order, and Buyer’s use, incorporation, manufacture, sale, distribution, advertising and commercialization of finished goods containing such goods, do not and will not infringe, misappropriate or otherwise violate any patent, design, trade secret, copyright, trademark or other intellectual property right, whether directly, contributorily or otherwise, including goods made to specifications supplied by or received from Buyer;
B) goods or services to be delivered hereunder were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and all regulations and orders of the U.S. Department of Labor issued thereunder;
C) the goods and services comply, and were manufactured, processed, packed, held, labeled, tested, transported and documented in compliance, with all applicable federal, state, local and foreign laws, rules, regulations, standards and guidance applicable to dietary supplements, foods, food ingredients, dietary ingredients, components, packaging and related services, including the Federal Food, Drug, and Cosmetic Act, the Dietary Supplement Health and Education Act, current good manufacturing practice requirements for dietary supplements, food facility registration, prior notice, import, customs and other applicable requirements;
D) all food articles, dietary ingredients, food ingredients, excipients, processing aids, components and food packaging shipped or delivered to Buyer pursuant to an Order, as of the date of shipment and delivery, are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, any state or municipal law, or any other applicable law, and are not articles that may not be introduced or delivered for introduction into interstate commerce;
E) the goods conform strictly to Buyer’s specifications, approved samples, certificates of analysis, product specifications, quality agreements, ingredient statements, country-of-origin statements, allergen statements, non-GMO, organic, kosher, halal, vegan, gluten-free or other certifications or claims approved in writing by Buyer, and any other documentation or representations provided by Seller;
F) Seller has established and follows appropriate specifications and controls for identity, purity, strength, composition and limits on contaminants that may adulterate or otherwise compromise the quality or regulatory status of the goods or any finished product incorporating the goods;
G) each lot or batch will be accompanied by a complete and accurate certificate of analysis and such other documentation reasonably requested by Buyer, including, as applicable, test methods, specifications, results, lot or batch numbers, manufacturing date, expiration or retest date, country of origin, chain-of-custody, allergen status, residual solvent status, pesticide, heavy metal, microbial, mycotoxin, foreign material, adulterant, contaminant and other safety or quality information;
H) Seller will not ship substituted, reworked, relabeled, reprocessed, salvaged, returned, commingled or nonconforming goods, or goods manufactured at an unapproved facility, without Buyer’s prior written approval;
I) the goods are free and clear of all liens, encumbrances and security interests; are free from defects in material and workmanship; are of merchantable quality; and are fit for the particular purposes for which Buyer purchases, uses, incorporates or discloses to Seller that Buyer intends to use the goods;
J) Seller has good and marketable title to the goods and has all rights, permits, licenses, registrations, authorizations and approvals necessary to manufacture, process, pack, hold, label, sell, import, export, transport and deliver the goods to Buyer;
K) Seller has not received, and will promptly notify Buyer if Seller receives, any regulatory warning letter, Form 483 observation, import alert, detention, refusal, seizure, injunction, criminal inquiry, product complaint trend, adverse event signal, recall, market withdrawal or other regulatory or safety matter that may affect the goods, Seller’s facility, or Buyer’s finished goods incorporating the goods;
L) Seller will maintain complete, accurate and readily retrievable records sufficient to demonstrate compliance with this Section and to permit traceability of each lot or batch from source materials through delivery to Buyer; and
M) these warranties survive inspection, testing, acceptance, payment, incorporation of the goods into finished products, resale, and termination or expiration of an Order.
Buyer reserves the right to reject, quarantine, suspend use of, return, destroy, rework, or require replacement of any goods that Buyer determines, in its sole reasonable judgment, are nonconforming or may compromise the quality, safety, legality, regulatory status, claim support, labeling or marketability of any finished product. Payment, inspection, testing, physical receipt, acceptance of delivery, issuance of a lot release, use of the goods, or incorporation of the goods into finished products will not waive any of Buyer’s rights or constitute final acceptance. Seller will be responsible for all costs, expenses, losses and damages arising from nonconforming goods, including inspection, testing, storage, quarantine, rework, replacement, disposal, freight, recall, withdrawal, customer credits, chargebacks, regulatory response, investigation and attorneys’ fees.
11.RECALL
In the event of any actual or potential recall, market withdrawal, stock recovery, corrective action, seizure, detention, import refusal, consumer notification, customer notification, adverse event investigation, regulatory inquiry, or other field action involving goods supplied by Seller or any finished product incorporating such goods, Seller will promptly cooperate with Buyer and provide all information, records, technical support, testing, traceability and personnel reasonably requested by Buyer. To the extent such action arises out of or relates to Seller’s breach, act or omission, nonconforming goods, inaccurate documentation, contamination, adulteration, misbranding, defect, failure to comply with specifications or law, or other matter within Seller’s control, Seller will indemnify, defend and hold Buyer harmless from all associated losses, costs and expenses, including investigation, testing, consumer or customer notices, product retrieval, transportation, storage, destruction, replacement product, refunds, credits, chargebacks, regulatory communications, public relations, attorneys’ fees and allocable in-house counsel expenses. Buyer will control all decisions regarding recalls, withdrawals, regulatory communications and public statements involving Buyer’s products.
12.PRICE/QUANTITY
No price changes, surcharges, substitutions, minimum order quantities, allocation limitations, expedited fees or other charges from those shown on an Order will be accepted unless authorized in writing by Buyer prior to shipment. Neither the quantity nor quality of the goods delivered by Seller to Buyer will differ from those specified on an Order or any specifications incorporated into an Order, nor will any other modification of an Order be effective unless first authorized in writing by Buyer. Seller will make no shipment of nonconforming, substituted, partial, excess, short-dated or early-expiring goods, whether as an accommodation or otherwise, unless first authorized in writing by Buyer. Buyer may reject or return excess, early, late, partial, short-dated or nonconforming shipments at Seller’s risk and expense.
13. CANCELLATION
In addition to and without prejudice to Buyer’s right to cancel for any delivery failure, quality issue, regulatory concern, nonconformity, breach or anticipated breach, Buyer may terminate an Order at any time prior to delivery of goods covered by an Order. Buyer will have no obligation for cancellation charges for standard stock merchandise. Buyer’s sole liability for cancellations relating to goods manufactured to Buyer’s unique specifications will be limited to Seller’s actual direct out-of-pocket costs through the date notice of cancellation is received by Seller, provided Seller uses commercially reasonable efforts to mitigate such costs and provides supporting documentation reasonably requested by Buyer. In no event will Buyer’s liability to Seller be more than the price on an Order.
14. QUALITY; SUPPLIER QUALIFICATION; DOCUMENTATION
Seller will maintain a written quality system appropriate for the goods and services supplied to Buyer, including supplier qualification, raw material controls, sanitation, pest control, equipment calibration, laboratory controls, complaint handling, deviation management, corrective and preventive action, change control, training, document control, and traceability. Upon request, Seller will provide Buyer with supplier qualification materials, facility registrations, licenses, permits, third-party certifications, audit reports, quality manuals, product specifications, test methods, stability data, safety data, allergen statements, country-of-origin statements, chain-of-custody documentation, statements regarding new dietary ingredient status, and other information reasonably necessary for Buyer to evaluate the goods for use in finished dietary supplement products.
15. CERTIFICATES OF ANALYSIS; TESTING; LOT RELEASE
Each shipment must include a certificate of analysis for each lot or batch that is complete, accurate, lot-specific, and signed or otherwise authenticated by Seller’s authorized quality representative. Buyer may rely on Seller’s documentation but may also inspect, sample, test, quarantine or reject the goods at any time. Seller will not object to Buyer’s use of third-party laboratories or Buyer’s internal testing to confirm identity, purity, strength, composition, contaminants, adulterants or other specifications. If Buyer’s results conflict with Seller’s results, Buyer may reject the goods or require additional investigation at Seller’s expense, without limiting any other remedy.
16. CHANGE CONTROL; NOTICE OF MATERIAL EVENTS
Seller will not make any change that may affect the goods, documentation, specifications, regulatory status, quality, safety, claims, labeling, origin, supply continuity or Buyer’s use of the goods without Buyer’s prior written approval. This includes changes to source materials, country of origin, manufacturing site, equipment, process, solvent, carrier, excipient, formulation, test method, specification, certificate of analysis format, packaging, labeling, allergen status, genetically modified status, organic or other certification status, ownership or key subcontractors. Seller will promptly notify Buyer of any event that may affect supplied goods, including deviations, out-of-specification results, contamination, adulteration, misbranding, recalls, market withdrawals, regulatory actions, facility disruptions, shortages, or suspected fraud or economically motivated adulteration.
17. AUDIT; RECORDS; TRACEABILITY
Seller will maintain records relating to the goods and services for the longer of the period required by applicable law, the shelf life of the goods or any finished product incorporating the goods plus one year, or six years after delivery. Upon reasonable notice, and immediately in the event of a quality, safety, regulatory or recall matter, Buyer and its designees may audit Seller’s facilities, quality systems, records, laboratories and subcontractors relating to the goods. Seller will ensure that Buyer has equivalent audit and access rights with respect to Seller’s suppliers and subcontractors to the extent necessary to evaluate compliance, traceability or a quality or regulatory concern.
18. INSURANCE
Seller will maintain, at its own expense, insurance coverage with financially sound insurers in amounts customary for suppliers of dietary supplement ingredients and sufficient to support Seller’s obligations under these Terms and Conditions, including commercial general liability, product liability, completed operations, recall or contaminated product insurance, workers’ compensation, employer’s liability, automobile liability and, if applicable, professional liability or errors and omissions coverage. Upon request, Seller will provide certificates of insurance naming Buyer and its affiliates as additional insureds where commercially available and will provide at least thirty (30) days’ prior written notice of cancellation or material reduction in coverage.
19. GOVERNING LAW; VENUE AND ATTORNEYS’ FEES AND COSTS
All disputes related to an Order will be governed by and construed in accordance with the laws of the State of California without regard to any contrary conflicts of law principles. All legal actions arising under an Order will be initiated and maintained in the state or federal courts in Los Angeles, California. Seller and Buyer irrevocably consent to such jurisdiction and venue. The prevailing party in any legal proceeding or arbitration relating to an Order will be entitled to recover its reasonable attorneys’ fees and costs, including allocable in-house legal fees and costs, incurred in connection with such proceeding, and any appeal, as part of the same proceeding.
