Trade Supply Agreement

1.Parties and status of this agreement

1.1This agreement is made between Jamie Roberts, trading as Zenic Labs (the "Supplier", "we", "us"), whose contact details are published at zeniclabs.co.uk/contact, and the business named in the signature block (the "Trade Customer", "you").

1.2This agreement governs every supply of products by us to you while you hold a trade account. It is supplemental to our website terms at zeniclabs.co.uk/terms. Where this agreement and the website terms conflict, this agreement prevails.

1.3This agreement takes effect when you sign it. The rights it grants — including custom branding and trade pricing — take effect only when we approve your trade account. The obligations it places on you take effect on signature and apply whether or not approval is granted.

1.4You confirm that you are entering into this agreement in the course of a business and not as a consumer, and that the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 do not apply to supplies made under it.

1.5We intend to carry on this business through a limited company. You agree that we may transfer this agreement, and all of our rights and obligations under it, to any company controlled by Jamie Roberts, by written notice to you. You consent in advance to that transfer taking effect as a novation, so that the company steps into our place from the date of the notice.

2.Definitions

2.1"Products" means the research compounds, reagents and ancillary items we supply to you. "Unit" means a single sealed vial or bottle as supplied.

2.2"Presentation" means everything by which a Product is described, displayed, marketed or offered to anyone, including product names, categories, imagery, website text, search terms, metadata, advertising, social media, packaging, inserts, emails, direct messages, chat and anything said by you or anyone acting for you.

2.3"Human-Use Indication" means any statement, image or implication that a Product is intended, suitable or may be used for administration to a human or animal, including dosing, administration, reconstitution for personal use, cycles, stacks, protocols, therapeutic, cosmetic, weight-loss or performance claims, before-and-after imagery, testimonials describing effects, and comparison with any licensed medicine.

2.4"Own-Brand Units" means Units on which we have printed your name, logo or artwork at your request.

2.5"Batch" means Units sharing a single lot number. "Working day" means a day other than a Saturday, Sunday or bank holiday in England.

3.Your warranties on signing

3.1You warrant, on signing and on every order, that: (a) you are a genuine business trading lawfully in the United Kingdom; (b) every piece of information given in your trade application is true, complete and not misleading; (c) the person signing is authorised to bind the Trade Customer; (d) you are not subject to any sanction, disqualification, insolvency procedure or regulatory prohibition; and (e) you have not been refused supply by, or had an account closed by, any other research-compound supplier for a compliance reason that you have not disclosed to us.

3.2You shall tell us in writing within 5 working days of any change to the information in your application, including your legal name, trading names, ownership or control, business address, websites, sales channels, or the way Products are presented.

3.3We may at any time ask for evidence of identity, address, company registration, beneficial ownership, VAT registration, insurance and the lawful operation of your business. Supply may be paused until it is provided.

4.Research use only — the rule everything else depends on

4.1All Products are supplied strictly for in-vitro laboratory research. They are not medicines, are not authorised by the MHRA or any other authority, and are not for human or veterinary consumption.

4.2You shall not make, permit or fail to remove any Human-Use Indication anywhere in your Presentation, whether on your own channels or any third party's, and whether in public or in private messages to a customer.

4.3You acknowledge that under the Human Medicines Regulations 2012 a product may be treated as a medicinal product because of how it is presented, regardless of its composition and regardless of any disclaimer. A disclaimer does not cure a Human-Use Indication, and you shall not rely on one to do so.

4.4You shall not supply any Product to anyone you know or suspect: (a) is under 18; (b) intends to consume or administer it; (c) intends to supply it onward in breach of this agreement; or (d) is located outside the United Kingdom.

4.5You shall keep the research-use-only statement on every page on which a Product is offered, and on every order confirmation and invoice you issue for it.

4.6This clause applies continuously for as long as you hold any Product from us or offer any Product for sale, and survives the end of this agreement without limit of time.

5.Where, how and to whom you may sell

5.1You may resell Products only to end customers in the United Kingdom, through your own website and channels as disclosed in your application or later approved by us in writing.

5.2You shall not, without our prior written consent: (a) supply Products to any wholesaler, distributor, reseller or other trade buyer; (b) offer Products on Amazon, eBay, Etsy, TikTok Shop, Facebook Marketplace or any other general marketplace or auction site; (c) sell through social-media direct messages, Telegram, WhatsApp or similar messaging groups; (d) export Products or supply anyone you know will export them; or (e) sell under any name, website or channel not disclosed to us.

5.3You shall not repackage, decant, split, reconstitute, relabel over, or otherwise alter any Unit, and shall supply each Unit only in the sealed condition in which it was delivered.

5.4You shall not use paid search or social advertising that targets human-use, dosing, weight-loss, bodybuilding, anti-ageing or similar terms, and shall not use any licensed medicine's brand name in your Presentation, metadata or advertising.

6.Monitoring, audit and test purchases

6.1We may review your Presentation at any time without notice, including by creating customer accounts, joining your groups or channels, and making test purchases. You consent to this.

6.2On request you shall, within 3 working days, give us access to any restricted, members-only or subscriber area of your channels, and copies of any customer-facing material we ask for. Failure to do so is a material breach in itself.

6.3Where we identify a breach of clause 4 or 5 we may (a) require you to remove or correct the material within 48 hours; (b) suspend supply immediately; and/or (c) terminate this agreement under clause 20. You shall confirm in writing when a required change has been made.

6.4A breach is treated as having begun on the date the offending material was first published, not the date we found it.

7.Orders, prices and minimums

7.1An order is an offer by you. A contract arises only when we accept it in writing (including by email or by our order system confirming acceptance). We may refuse any order without giving a reason.

7.2Prices are those shown in your trade account at the time the order is placed. We may change prices at any time before we accept an order. Box pricing applies only to 10 Units of the same Product and strength.

7.3Where a price is published in obvious error, we are not bound by it and may cancel the order, refunding anything paid.

7.4Products listed as sourced to order are bought for you once you pay. Stated lead times are estimates. Once we have placed the order with our source, a sourced-to-order line cannot be cancelled by you.

7.5We may discontinue, substitute packaging for, or withdraw any Product at any time, including on a change in law, guidance or supply. We will refund anything paid for a withdrawn Product that has not been dispatched, and have no further liability for the withdrawal.

8.Payment

8.1All orders are paid in full, in cleared funds, before dispatch. We do not extend credit unless agreed in writing, and any credit agreed may be withdrawn at any time.

8.2Where you pay by cryptocurrency, the sterling value is fixed at invoice; you bear network fees and any shortfall caused by exchange movement or incorrect amounts sent. Funds sent to a wrong address or network are your loss.

8.3You shall not initiate a chargeback, payment reversal or bank dispute for any order without first raising the matter with us in writing and allowing 14 days for resolution. An unjustified chargeback is a material breach, and you shall repay the disputed sum together with all fees and costs we incur.

8.4Any sum not paid when due carries interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% a year above the Bank of England base rate, plus the fixed compensation that Act allows, plus our reasonable costs of recovery.

8.5You shall pay all sums without any set-off, deduction or counterclaim. We may set off any sum you owe us against any sum we owe you.

9.Delivery, risk and title

9.1We deliver to the address given on the order. You are responsible for its accuracy. Risk passes to you on delivery to that address, or on the carrier's first attempted delivery.

9.2A mixed order is dispatched complete, once every line is available.

9.3Title passes only when we have received payment in full for that order and for every other sum then due from you. Until then you hold the Products as our bailee, keep them identifiable as ours, and must not resell them except in the ordinary course of business under this agreement. We may recover them, and you authorise us to enter your premises to do so.

9.4A parcel shown by the carrier as delivered is treated as delivered. Where a parcel is lost in transit, our only obligation is to claim from the carrier and pass the proceeds to you, or at our option replace the goods.

10.Inspection, shortages and damage

10.1You shall inspect every delivery within 48 hours. Any shortage, breakage, wrong item or visible defect must be reported in writing within that time, with photographs showing the outer packaging, the Units and the lot numbers.

10.2If you do not report within 48 hours, the delivery is conclusively treated as complete and in good condition, except for a defect that could not reasonably have been found by inspection.

10.3Where a claim is accepted, we will at our option replace the Units or credit their price. That is your sole remedy.

10.4We do not accept returns of correctly supplied Products for any reason, whether or not opened, because we cannot verify how they were stored after delivery.

11.Specification and quality claims

11.1Each Product is supplied to the specification on the certificate of analysis for its Batch. A Unit is within specification where it contains the stated compound and its measured content is within 10% of the stated strength. Purity is as stated on the Batch certificate.

11.2A quality claim is valid only if: (a) it is made in writing within 30 days of delivery; (b) it relates to a Unit with its seal intact and its lot number legible when tested; (c) the test was performed by Janoshik Analytical or a laboratory we approve in writing, using HPLC or LC-MS; (d) the full laboratory report is given to us, including a verification link where the lab provides one; and (e) the Unit was stored refrigerated and away from light after delivery.

11.3A single result does not condemn a Batch. We may retest from our own retained stock, and where results conflict we may commission a further independent test, which will decide the matter. Its cost falls on whichever party's position it does not support.

11.4Where a valid claim succeeds, we will replace or credit the affected Units and reimburse the cost of the test. That is your sole and exclusive remedy for any quality issue.

11.5We give no warranty as to the fitness of any Product for any particular purpose, research or otherwise. All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law, save those implied by section 12 of the Sale of Goods Act 1979.

12.Batch withdrawal and recall

12.1Where we decide a Batch should be withdrawn, you shall immediately stop selling it, quarantine all Units you hold, and within 3 working days give us a list of every customer who received a Unit from it.

12.2You shall keep records identifying the lot number supplied to each of your customers for at least 2 years, and give us them within 3 working days of request.

12.3You shall cooperate fully with any withdrawal, including contacting your customers in wording we approve.

12.4Where a withdrawal is our fault, we will credit or replace unsold Units you still hold, and that is your sole remedy. Where it results from your storage, handling or Presentation, you shall bear the whole cost of it, including our costs.

13.Labelling and your branding

13.1Where we print your branding, you are responsible for everything in your artwork. You warrant that you own or are licensed to use it, that it contains no Human-Use Indication, and that it infringes no one's rights.

13.2You grant us a non-exclusive, royalty-free licence to reproduce your name, logo and artwork for the purpose of printing your labels, for the duration of this agreement and afterwards to complete outstanding orders.

13.3We will send a proof before first printing. Once you approve a proof, any error in it that was visible on the proof is your responsibility, and reprints to correct it are charged at cost.

13.4The compound name, strength, lot number, storage conditions and research-use wording are fixed and will appear on every label. You shall not remove, cover, obscure or alter them after delivery. Doing so voids every claim relating to that Unit.

13.5We will not print dosing, administration guidance or any Human-Use Indication under any circumstances, and may refuse any artwork without giving reasons.

13.6GLP-1 receptor agonists (including Semaglutide, Tirzepatide, Retatrutide, Cagrilintide, Mazdutide, Liraglutide and any blend containing them) are excluded from custom branding without exception. They are supplied with Zenic Labs labels or in plain vials only.

13.7Our approval of artwork confirms only that it can be printed. It is not a compliance opinion on your Presentation and transfers no responsibility for it to us.

14.You are the brand owner of your Own-Brand Units

14.1You acknowledge that by having your name or brand applied to Own-Brand Units, you hold yourself out as the producer of those Units for the purposes of the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and any successor legislation, and that you, not we, are responsible to your customers and to any authority for them as the person placing them on the market under your brand.

14.2We act only as a reseller and a labelling service. Nothing we do in printing, packing or dispatching makes us the manufacturer, producer, importer or formulator of any Product, and you shall not describe us as such.

14.3You shall not state or imply that you, we, or anyone connected with us manufactured, synthesised, formulated or tested any Product, or state any country of origin or manufacture, unless we have confirmed it to you in writing.

15.Use of our name and our test results

15.1You shall not use the name Zenic Labs, our logos, our website content, our product images or our laboratory results in your Presentation without our prior written consent, which may be withdrawn at any time.

15.2In particular you shall not describe any Product as "Janoshik tested", "third-party tested", "lab verified" or similar unless that specific Batch has an independent result published by us, and you link to the laboratory's own verification of it.

15.3You shall not state or imply that you are our agent, partner, franchisee, distributor or representative, or that we endorse your business.

16.Confidentiality and non-circumvention

16.1You shall keep confidential all information about our pricing, sources, suppliers, stock, test data not yet published, processes and customers, and use it only for the purposes of this agreement. This obligation continues for 5 years after this agreement ends.

16.2You shall not, during this agreement and for 24 months after it ends, directly or indirectly approach, contract with or buy from any manufacturer or supplier that you learnt of through us, or that we have identified to you, for the purpose of obtaining Products or similar goods.

16.3You shall not seek to identify our sources, including by analysing packaging, paperwork or lot numbers, or by asking our staff, carriers or agents.

16.4Damages may not be an adequate remedy for a breach of this clause. We shall be entitled to seek an injunction or other equitable relief, in addition to any other remedy, without proof of special damage.

17.Insurance

17.1You shall maintain, with a reputable insurer, product liability and public liability insurance appropriate to the nature and scale of your business. Where we give written notice, you shall within 14 days hold product liability cover of not less than £1,000,000 per claim and provide evidence of it.

17.2Until evidence requested under this clause is provided, we may suspend supply.

18.Indemnity

18.1You shall indemnify us, and keep us indemnified, against all losses, liabilities, damages, fines, penalties, costs and expenses (including legal and professional fees, and the cost of responding to any investigation or enquiry) suffered or incurred by us arising out of or in connection with: (a) your Presentation, marketing, sale or onward supply of any Product; (b) any breach by you of this agreement; (c) any claim by your customers or any third party relating to Products supplied by you; (d) your artwork or branding; (e) any claim that you are, or that we are, the producer of an Own-Brand Unit; (f) any regulatory, trading standards, MHRA, police or other official action relating to your business; and (g) any act or omission of anyone acting for you.

18.2We will notify you of a claim within a reasonable time, and may conduct its defence ourselves at your cost. You shall not settle any claim that affects us without our written consent.

18.3This indemnity is not limited by clause 19 and survives the end of this agreement without limit of time.

19.Limits on our liability

19.1Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of section 12 of the Sale of Goods Act 1979, or for anything else that cannot lawfully be limited.

19.2Subject to that, our total liability to you arising out of or in connection with this agreement and all orders under it, however arising (including in negligence, breach of statutory duty or misrepresentation), is limited to the price paid for the order giving rise to the claim.

19.3We are not liable for any loss of profit, revenue, business, contracts, goodwill, reputation or anticipated savings; for wasted expenditure; for fines or penalties imposed on you; for any claim by your customers; or for any indirect or consequential loss, in each case however arising and whether or not foreseeable.

19.4We are not liable for any delay or failure caused by our sources, carriers, customs, banks or payment providers, or by any matter in clause 21.

19.5You agree that these limits are reasonable, taking into account that you control the Presentation and onward supply of the Products, that you can insure against the risks you take on, that the prices reflect this allocation of risk, and that you have had the opportunity to take advice before signing.

19.6Each limit applies separately. If one is found unenforceable, the others still apply, and any limit found unenforceable as written applies to the greatest extent that is enforceable.

20.Suspension and termination

20.1We may suspend supply, or end this agreement, immediately by written notice if: (a) you breach clause 4, 5, 6, 13, 14, 15 or 16; (b) you commit any other material breach and fail to remedy it within 7 days of notice; (c) any payment is not made when due, or you raise an unjustified chargeback; (d) you become insolvent, enter any insolvency procedure, or cease or threaten to cease trading; (e) there is a change in the ownership or control of your business; (f) any authority contacts us about your business; or (g) we reasonably believe that continuing to supply you poses a legal, regulatory or reputational risk to us.

20.2Either party may end this agreement on 30 days' written notice without giving a reason.

20.3On termination: (a) we may cancel any undelivered order and refund what you paid for it, less any cost we have already incurred for sourced-to-order lines; (b) all sums you owe become immediately due; (c) you shall stop using our name and remove every reference to us from your Presentation within 7 days; and (d) we may destroy any stock of your printed labels and your artwork.

20.4Termination does not affect any rights accrued before it. Clauses 4, 5.3, 12, 13.4, 14, 15, 16, 18, 19, 20, 23 and 24 survive termination.

21.Events outside our control

21.1We are not in breach, and have no liability, for any delay or failure caused by events outside our reasonable control, including the failure or closure of any source or manufacturer, national holidays abroad, customs or border action, seizure, carrier failure, changes in law or regulatory guidance, action by any authority, bank or payment-provider restrictions, epidemic, war, strike, fire, flood or cyber attack.

21.2If such an event continues for more than 30 days, either party may cancel affected undelivered orders, and we will refund sums paid for them. That refund is the full extent of our liability.

22.Changes to this agreement

22.1We may amend this agreement by publishing a new version and notifying you by email. The new version applies to every order placed after the notice. We may require you to sign the new version before accepting further orders.

22.2Any other variation is binding only if agreed in writing and signed by us. No term printed on your purchase orders or correspondence forms part of this agreement.

23.Personal guarantee

23.1This clause applies only where the Trade Customer is a company, LLP or other body, and the signatory ticks the personal guarantee box.

23.2In consideration of our supplying the Trade Customer, the signatory personally guarantees to us the due payment of every sum the Trade Customer owes us under this agreement, and the performance of its obligations under clause 18, and shall on demand pay us any such sum the Trade Customer fails to pay.

23.3This guarantee is a continuing security. It is not affected by any time or indulgence we give the Trade Customer, any variation of this agreement, or the insolvency of the Trade Customer, and we need not pursue the Trade Customer first. It continues until 12 months after the agreement ends.

24.General

24.1This agreement, our website terms and privacy notice, and any order we accept, form the entire agreement between us. You confirm you have not relied on any statement not set out in them. Nothing excludes liability for fraud.

24.2You may not assign, transfer, subcontract or charge any right or obligation under this agreement without our written consent. We may do so, including as set out in clause 1.5.

24.3No delay or failure by us to enforce any term is a waiver of it. If any term is found invalid, it is severed and the rest remains in force.

24.4Nothing in this agreement creates a partnership, joint venture, agency or employment. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

24.5Notices must be in writing and may be sent by email: to us at hello@zeniclabs.co.uk, and to you at the email address on your account. An email notice is received on the next working day after it is sent.

24.6You agree that this agreement may be signed electronically, that your typed name is your signature and intended to authenticate this agreement, and that our electronic record of your signature — including the date, time, IP address, account and document fingerprint — is conclusive evidence of your signature and of the text signed, save for manifest error.

24.7This agreement and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.