General Terms and Conditions of Sale — United States

Bactolife A/S (“Supplier”, “we,” or “us”)

Last Updated: First of September 2026

1. Application and Order of Precedence

1.1 These General Terms and Conditions of Sale (“Terms“) apply to all quotes, orders, order confirmations, and sales of ingredient products (each, a “Product“) by Supplier to any business customer (“Customer“) that purchases Products for use in its own manufacturing, distribution, or resale operations, and not as an end consumer. “Supplier” means Bactolife A/S, a company organized under the laws of Denmark.

1.2 Scope. These Terms apply to Customers whose principal place of business is in the United States. All Products are supplied under contract with Bactolife A/S (Denmark); Bactolife also maintains separate versions of these Terms, with different governing law and dispute resolution provisions, for customers based in Europe and the Asia-Pacific region.

1.3 Order of Precedence. If Customer and Supplier have entered into a signed supply agreement, distribution agreement, or other definitive written agreement covering the purchase and sale of Products (a “Signed Agreement“), these Terms do not modify that Signed Agreement. To the extent any term of these Terms conflicts with, or is inconsistent with, a term of a Signed Agreement between the Parties, the terms of the Signed Agreement will govern and control, and these Terms will apply only to the extent they fill a gap not addressed in the Signed Agreement. These Terms apply on a stand-alone basis to any purchase of Products that is not covered by a Signed Agreement.

1.4 Any additional or different terms proposed by Customer in a purchase order, portal, or other document — including any “click-through” or standard-form terms — are expressly rejected and will have no effect, even if Supplier ships or accepts payment for the related order, unless separately agreed in writing by an authorized representative of Supplier.

1.5 By submitting a purchase order or accepting delivery of any Product, Customer agrees to be bound by these Terms (subject to Section 1.3).

2. Orders, Forecasts, and Acceptance

2.1 Customer may submit purchase orders (each, a “Purchase Order” or “PO”) by the method Supplier designates (e.g., email to the applicable Supplier sales contact, EDI, or an ordering portal). A PO is binding on Supplier only upon Supplier’s written acceptance or confirmation.

2.2 Supplier may accept or reject any PO in its discretion, including for non-compliance with these Terms, unavailability of stock or capacity, or Customer’s payment history.

2.3 Any forecast, rolling volume estimate, or non-binding projection provided by Customer is for Supplier’s planning purposes only and does not obligate Customer to purchase, or Supplier to reserve capacity for, the forecasted volumes, unless separately agreed in writing (e.g., in a Signed Agreement or reservation order).

2.4 Supplier will use commercially reasonable efforts to accept or reject a PO within ten (10) business days of receipt.

3. Specifications; Quality; Regulatory Compliance

3.1 Products will be manufactured and supplied in accordance with Supplier’s applicable product specifications, as provided to Customer or referenced in the applicable PO or product data sheet (the “Specifications”).

3.2 Supplier may manufacture, or have manufactured, Products through its affiliates or subcontractors, and remains responsible for their compliance with the applicable provisions of these Terms.

3.3 Supplier will maintain a food safety management system and manufacturing practices consistent with applicable law and generally recognized industry standards (e.g., current Good Manufacturing Practices and, where applicable, schemes such as FSSC 22000 or an equivalent standard), and will make certificates of analysis available upon reasonable request.

3.4 Unless expressly stated otherwise in the Specifications, Products are supplied on a self-affirmed regulatory safety basis applicable to the Customer’s jurisdiction (for example, a self-affirmed “Generally Recognized as Safe” (GRAS) conclusion under FDA framework), when used and stored in accordance with the Specifications.

3.5 Customer’s Responsibility for End Products. Customer is solely responsible for any product that incorporates a Product (“Customer End Product“), including its formulation, manufacture, packaging, labeling, marketing claims, and compliance with the food, dietary supplement, cosmetic, or other regulatory regime applicable in each country or region where the Customer End Product is sold. Supplier’s provision of a Product does not constitute any representation that a Customer End Product complies with the laws of any particular jurisdiction.

3.6 Supplier will provide Customer with reasonable advance written notice (targeting at least sixty (60) days where practicable) of any material change to the Specifications, raw materials, packaging, or manufacturing facility that could reasonably be expected to adversely affect the Product’s safety, legality, allergen profile, labeling, or applicable regulatory basis.

4. Pricing and Payment

4.1 Prices are as stated in Supplier’s quotation, price list, or order confirmation applicable to Customer’s order, expressed in U.S. dollars (USD).

4.2 Supplier may adjust prices for future orders on no less than ninety (90) days’ written notice (email is sufficient), including in response to material increases in input, transportation, tariff, or duty costs. Price changes will not apply to POs already accepted by Supplier.

4.3 Except as otherwise agreed in writing, payment is due net thirty (30) days from the date of invoice. Amounts not paid when due will accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

4.4 If Customer disputes an invoiced amount in good faith, Customer will promptly notify Supplier of the disputed items and timely pay the undisputed portion; the Parties will work in good faith to resolve the dispute promptly.

4.5 Supplier may suspend shipments or pending POs if Customer is in breach of any payment obligation or Supplier has a good-faith concern about Customer’s creditworthiness, unless Customer agrees to pay in advance or provides other reasonably acceptable assurance of payment.

4.6 Customer is responsible for all sales, use, value-added, goods-and-services, customs, import, or similar taxes and duties associated with its purchase of Products, other than taxes based on Supplier’s net income. Amounts payable to Supplier will not be reduced by any withholding tax unless required by law, in which case Customer will gross up the payment so that Supplier receives the full amount it would otherwise have received.

5. Delivery; Title and Risk of Loss

5.1 Unless otherwise specified in the applicable PO or order confirmation, Products are delivered FCA (Incoterms 2020) at Supplier’s (or its designated facility’s) shipping point. Title and risk of loss transfer to Customer in accordance with the applicable Incoterm.

5.2 Delivery dates are estimates. Supplier is not liable for delays caused by factors outside its reasonable control, including those described in Section 12 (Force Majeure).

5.3 Some Products may require special handling or storage conditions (e.g., temperature control). Customer is responsible for complying with any such requirements identified by Supplier from the point risk of loss transfers.

6. Non-Conforming Products

6.1 Customer must notify Supplier in writing within ten (10) days of delivery of any Product that does not conform to the Specifications, the applicable PO, or these Terms, where the non-conformity existed before risk of loss transferred to Customer (“Non-Conforming Product”). Claims not made within this period are waived, except for latent defects not reasonably discoverable on inspection, which must be reported promptly after discovery.

6.2 For a valid claim, Supplier will, at its election and expense: (a) replace the Non-Conforming Product; or (b) credit or refund the price paid for the Non-Conforming Product, together with reasonable documented freight and disposition costs. This is Customer’s sole and exclusive remedy for Non-Conforming Products. 

6.3 At Supplier’s request, Customer will return or dispose of Non-Conforming Product as instructed, at Supplier’s expense.

7. Recalls

7.1 If a recall or withdrawal of a Customer End Product is required by law, regulation, or government order, or either Party reasonably believes a voluntary recall or withdrawal is appropriate, the Parties will cooperate in good faith on its implementation.

7.2 To the extent a recall or withdrawal arises from a Product’s non-conformance with these Terms or the Specifications, Supplier will reimburse Customer’s reasonable direct recall costs, subject to Section 9 (Limitation of Liability) and on a comparative-fault basis if both Parties contributed to the cause. Supplier is not responsible for recall costs arising from causes unrelated to the Product as supplied (e.g., other ingredients, formulation choices, or manufacturing by Customer or its other suppliers).

8. Warranties

8.1 Each Party represents that it is duly organized and has full power and authority to enter into and perform its obligations under these Terms and any related PO.

8.2 Supplier warrants that, at the time of delivery and for twelve (12) months thereafter (unless a different period is stated in writing), the Product will conform to the Specifications and comply in all material respects with applicable law, provided the Product is used, handled, and stored in accordance with its labeling and Supplier’s instructions. This warranty does not cover non-conformance caused by Customer’s handling, storage, processing, or combination of the Product with other materials.

8.3 EXCEPT AS EXPRESSLY STATED IN SECTION 8.2, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1 EXCEPT AS PROVIDED IN SECTION 9.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT AS PROVIDED IN SECTION 9.3, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PO WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SUPPLIER FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 The exclusions and limitations in Sections 9.1 and 9.2 do not apply to: (a) a Party’s indemnification obligations under Section 10; (b) breach of confidentiality obligations under Section 13; (c) infringement or misappropriation of the other Party’s intellectual property; (d) a Party’s gross negligence or willful misconduct; (e) amounts owed by Customer for Products delivered; or (f) any liability that cannot be limited or excluded under applicable law.

10. Indemnification

10.1 Each Party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other Party and its affiliates, officers, and employees from third-party claims and related losses, damages, fines, and reasonable attorneys’ fees to the extent arising from: (a) personal injury or death caused by the Indemnifying Party’s gross negligence or willful misconduct; or (b) infringement of a third party’s intellectual property rights by the Indemnifying Party’s products, marks, or processes as supplied or used by the Indemnifying Party — except, in each case, to the extent caused by the other Party’s modification, combination, or misuse of the foregoing, or the other Party’s breach of these Terms.

10.2 The indemnified Party will promptly notify the Indemnifying Party of any claim, give the Indemnifying Party control of the defense and settlement (subject to the indemnified Party’s reasonable approval of any settlement that admits fault or imposes non-monetary obligations on it), and reasonably cooperate at the Indemnifying Party’s expense.

11. Intellectual Property and Trademarks

11.1 Ownership. As between the Parties: (a) Customer owns the recipes, formulations, trademarks, and other intellectual property used in or for Customer End Products, other than any Supplier intellectual property incorporated at Supplier’s direction; and (b) Supplier (or its affiliates or subcontractors) owns the formulations, know-how, trademarks (including “Helm” and any other BactoLife brand names, logos, or marks, collectively, the “Marks“), patents, and other intellectual property used in or to supply the Products, and any improvements Supplier makes to its own processes, equipment, or intellectual property in the course of supplying Customer.

11.2 License to Use the Marks. Any use of the Marks by Customer on or in connection with Customer End Products or marketing materials requires Supplier’s prior written approval and must follow Supplier’s trademark and usage guidelines (including any required minimum-dosage or ingredient-disclosure language). Any goodwill arising from Customer’s use of the Marks accrues solely to Supplier.

11.3 Neither Party will register, or attempt to register, any trademark, brand name, or logo confusingly similar to a mark of the other Party, or otherwise take any action inconsistent with the other Party’s ownership of its intellectual property.

11.4 Except as expressly granted in these Terms, no license or right under either Party’s intellectual property is granted to the other Party.

12. Force Majeure

Neither Party is liable for any delay or failure to perform (other than a payment obligation for Products already delivered) caused by events beyond its reasonable control, including acts of God, war, terrorism, embargoes, pandemics, governmental action, or supply chain, labor, or utility disruptions (“Force Majeure”). The affected Party will promptly notify the other Party and will be excused only to the extent and for the duration performance is prevented or hindered. Either Party may terminate the affected order (or, if it persists for more than sixty (60) consecutive days, these Terms as they apply to future orders) upon written notice if a Force Majeure event continues beyond that period.

13. Confidentiality

13.1 “Confidential Information” means non-public business, technical, financial, or other information disclosed by one Party (or its affiliates) to the other in connection with the purchase and sale of Products, that is designated confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure. Confidential Information excludes information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party without confidentiality restriction, is received from a third party without breach of confidentiality, or is independently developed without reference to the disclosing Party’s Confidential Information.

13.2 The receiving Party will use Confidential Information only to perform its obligations or exercise its rights in connection with the purchase and sale of Products, will protect it with at least the same degree of care it uses for its own similar confidential information (and no less than a reasonable degree of care), and may disclose it only to representatives and affiliates with a need to know who are bound by confidentiality obligations at least as protective as these Terms. The receiving Party may disclose Confidential Information as required by law or legal process, provided it discloses only the portion legally required and, where legally permitted, gives the disclosing Party reasonable advance notice.

13.3 Each Party acknowledges that a breach of this Section may cause irreparable harm for which damages alone are an inadequate remedy, entitling the non-breaching Party to seek injunctive relief in addition to any other available remedies.

14. Export Controls and Trade Compliance

Each Party will comply with applicable U.S. export control and sanctions laws, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control (OFAC), as well as any other trade compliance laws applicable to the sale, transport, or use of the Products. Customer represents that it is not identified on any U.S. restricted-, denied-, or sanctioned-party list, and will not resell, export, or re-export Products in violation of such laws or for any prohibited end use.

15. Data Protection

Where either Party processes personal information of the other Party’s personnel or representatives in connection with these Terms (e.g., contact details for order administration), each Party will comply with applicable U.S. state and federal privacy laws (such as the California Consumer Privacy Act, as amended, where applicable). Neither Party expects to exchange sensitive personal information in the ordinary course of performing these Terms.

16. Term; Suspension; Termination

16.1 These Terms apply to each PO from the date these Terms are made available to Customer (or accepted, if earlier) until terminated as provided herein, and will continue to apply to any Products already ordered notwithstanding termination.

16.2 Either Party may terminate these Terms (as they apply to future POs) on written notice if the other Party materially breaches these Terms and does not substantially cure the breach within thirty (30) days after written notice describing the breach, or immediately if the other Party becomes insolvent or subject to bankruptcy or similar proceedings.

16.3 Termination does not affect either Party’s accrued rights or obligations, including payment obligations for Products already delivered, and Sections 8–11, 13, and 17–19 survive termination or expiration.

17. Governing Law; Dispute Resolution

17.1 These Terms, and any PO or order confirmation issued under them, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.2 The Parties will attempt in good faith to resolve any dispute through negotiation between senior representatives before initiating formal proceedings. If not resolved within thirty (30) days of a written notice describing the dispute, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, by a single arbitrator, seated in Wilmington, Delaware, conducted in the English language. The arbitrator may award costs, expenses, and reasonable attorneys’ fees to the prevailing Party. Judgment on the award may be entered in any court of competent jurisdiction. If the arbitration agreement in this Section is found unenforceable for a given dispute, that dispute will be brought exclusively in the state or federal courts located in Delaware, and both Parties consent to personal jurisdiction there.

17.3 Notwithstanding Section 17.2, either Party may seek interim or injunctive relief from a court of competent jurisdiction in connection with confidentiality or intellectual property matters.

17.4 Nothing in this Section limits any protection that cannot be waived or excluded under the mandatory law of Customer’s principal place of business.

18. General Provisions

18.1 Neither Party may assign these Terms without the other Party’s prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its assets.

18.2 The Parties are independent contractors; these Terms do not create a partnership, joint venture, agency, or employment relationship.

18.3 If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

18.4 A Party’s failure to enforce any provision is not a waiver of that provision or any other provision. No amendment to these Terms is valid unless made in writing (which, for Supplier, requires signature by an authorized representative).

18.5 These Terms, together with the applicable PO, order confirmation, and any Specifications or Signed Agreement referenced therein, constitute the entire agreement between the Parties regarding the subject matter and supersede any prior or contemporaneous agreements on that subject, subject to Section 1.3.

18.6 Notices under these Terms will be in English and delivered to the address or email on file for the receiving Party.

18.7 These Terms may be updated from time to time; the version posted on our website at the time an order is placed applies to that order.

19. Contact Us

Questions about these Terms can be directed to:

Bactolife A/S

Rønnegade 8, 2

2100 Copenhagen

Kingdom of Denmark

sales@bactolife.com