Wholesale Terms of Sale.

These Wholesale Terms of Sale (the “Wholesale Terms”) govern the sale of research-grade compounds (the “Products”) by AminoVita Research LLC (“AminoVita Research,” “we,” “us”) to an approved business account (the “Account,” “you”). By accepting them in the business portal, or by placing an order through it, you agree to them in full. Clause 13 requires most disputes to be resolved by binding individual arbitration and clause 14 waives class actions and trial by jury — please read them.

1. Approved Accounts

Wholesale pricing and wholesale ordering are available only through a business account we have approved. An account is created by requesting one and being approved; wholesale status does not attach to a person, an email domain, or a past retail order. We may decline an application, and we may suspend or close an account, at our sole discretion.

The wholesale price for a given Product is the same for every approved account. Prices are not individually negotiated, and no representative is authorised to vary them.

2. Onward Supply — Replaces Retail Clause 2

Retail clause 2 (“No Resale or Transfer”) does not apply to wholesale orders. A wholesale account exists so that you can supply onward, and the following governs that instead.

You may resell, distribute, or otherwise supply the Products onward in the ordinary course of your business, to the extent your own licences, registrations, and applicable law permit. In doing so:

• You must pass the research-use restriction downstream. The Products remain for in-vitro laboratory research only at every point in the chain.
• You must not supply, or permit the supply of, any Product for administration to a human or animal subject, or for any therapeutic, diagnostic, cosmetic, or dietary purpose.
• You must not repackage or relabel the Products, and must not use our name, marks, or artwork on anything you package or publish, without our prior written consent.
• You must not alter, obscure, or remove batch identifiers, and must not represent a batch as documented by a Certificate of Analysis other than the one we published for that batch.
• You must not make, or pass on, any claim that attributes a physiological, therapeutic, or clinical effect to a Product. Describing a field of study is not the same as claiming an effect; the distinction is yours to maintain in your own materials.

3. Eligibility & Authority — Replaces Retail Clause 3

You represent and warrant that the Account is a business entity, institution, or licensed practice acting in a commercial or research capacity — not an individual buying for personal use — and that the individual placing an order is at least 21 years of age and authorised to bind the Account to these Wholesale Terms and to the research-use affirmation described below.

4. Research-Use Affirmation

Where an order contains research-channel material, a research-use affirmation is required before the order can be placed. Whether an order requires one is determined by us from the Products on the order, not from anything the ordering browser asserts.

Each affirmation is recorded against the individual order it describes, with a timestamp and the version of these Wholesale Terms then in effect. An affirmation made when the account was opened is not a substitute: it was made once, possibly by someone no longer with you, and it does not describe the order in front of you.

5. Pricing & Payment — Replaces Retail Clause 5

Prices are those shown in the business catalog at the time the order is placed, in USD, and may change without notice. Products are sold in whole packs; pack quantities are shown in the catalog.

If the price of any line changes between the moment it was added to your cart and the moment you submit, we will refuse the order rather than charge a figure you were not shown, return the prices we would have used, and ask you to place it again having seen them. A refused order creates no order and reserves no stock.

Wholesale orders are paid by card at checkout, or against an invoice where invoice terms have been enabled for the Account. Where an invoice is issued, payment is due on the terms stated on that invoice. We may require payment to clear before an order ships, and may withhold shipment on an account with an overdue balance.

6. Taxes — Wholesale

We do not calculate or collect sales tax on wholesale orders. Wholesale orders are invoiced tax-exclusive. You are responsible for providing and keeping current any resale or exemption certificate your jurisdiction requires, and for self-assessing and remitting any sales, use, excise, or other tax arising on your purchase or on your onward supply. A zero tax figure on a wholesale order is not advice that no tax is due.

7. Shipping & Freight

Freight on wholesale orders is absorbed in the wholesale price and is not itemised; there is no order threshold to meet. Retail clauses 6 and 7 (shipping, risk of loss, shipping restrictions, and buyer responsibility) otherwise apply unchanged.

8. No Store Credit, No Subscriptions

Retail clause 10 (Store Credit) does not apply to wholesale orders. Wholesale orders neither earn nor may redeem store credit, and store credit earned on any retail account cannot be applied to a wholesale order.

Subscription and recurring-delivery programs offered on the retail store are likewise not available on wholesale orders.

9. Returns, Refunds & Replacement

Our Wholesale Refund Policy and retail clause 8 apply to wholesale orders without change: no returns, no refunds, and replacement only for damage in transit, reported within the window stated in that policy. Retail clause 9 (payment disputes and chargebacks) also applies; an invoice dispute should come to us before it goes to your card issuer.

10. Warranties

Retail clause 11 applies: each batch is documented by a batch-specific Certificate of Analysis published on our website, and the COA is the entire warranty. We give no warranty as to the suitability of any Product for an onward purpose, and we make no representation that any Product is a compoundable bulk drug substance or is otherwise eligible for any particular regulated use.

11. Compounding Pharmacy Arrangements

Where we work with a licensed compounding pharmacy, that arrangement is governed by a separate written agreement and is patient-specific by prescription. These Wholesale Terms do not by themselves authorise, and should not be read as authorising, supply of any Product into a compounding, dispensing, or office-stock channel.

12. Indemnity & Limitation of Liability

Retail clauses 12 and 13 apply. In addition, you will indemnify us against any claim, penalty, or loss arising from your onward supply of the Products, including any claim that a Product was administered to a human or animal subject after it left your control, and any claim arising from a representation about a Product that we did not publish.

13. Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Wholesale Terms, the Account, the portal, any order, or any Product — whether sounding in contract, tort, statute, fraud, misrepresentation, or any other theory — will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, and not in court.

• Federal Arbitration Act. This clause evidences a transaction in interstate commerce, and the Federal Arbitration Act governs its interpretation and enforcement.
• The arbitrator decides arbitrability. The arbitrator, and not any court, has exclusive authority to resolve any question about the formation, scope, applicability, enforceability, or validity of this clause, including any claim that it is void or unconscionable in whole or in part. The sole exception is clause 14, whose enforceability a court decides.
• Seat and conduct. The seat of arbitration is Sheridan County, Wyoming. The arbitrator may conduct proceedings by videoconference or on documents alone. Wyoming law governs the merits, without regard to its conflict-of-laws rules.
• Authority and limits. The arbitrator may award only the relief a court could award on the individual claim before them, is bound by the limitation of liability and the one-year limitations period in these Terms and the Wholesale Refund Policy, and may not award punitive or exemplary damages, consolidate claims, or award relief to anyone who is not a party.
• Costs. Each party bears its own legal fees and its own share of the arbitrator’s fees as the AAA rules allocate them, except where a statute or the arbitrator provides otherwise.
• Confidentiality. The arbitration, the submissions, and the award are confidential, except as needed to enforce or challenge the award or as the law requires.
• Award. Judgment on the award may be entered in any court of competent jurisdiction.

This clause reaches claims that arose before you accepted it, including claims relating to orders placed under an earlier version of these Terms, except any claim already filed in a court or arbitration before the date you accepted this version.

What is carved out. Either party may (a) bring an individual claim in small-claims court if it qualifies and stays there; (b) seek temporary or permanent injunctive or other equitable relief in the Wyoming courts to protect intellectual property, confidential information, or the integrity of the portal; and (c) bring an action in the Wyoming courts to collect an undisputed amount due on an invoice. Seeking that relief is not a waiver of this clause.

This clause survives termination of the Account and any expiry or cancellation of these Terms.

14. Class-Action, Class-Arbitration & Jury Waiver

Claims may be brought only in an individual capacity, and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, coordinated, private-attorney-general, or representative proceeding. The arbitrator may not preside over any form of class or representative proceeding, and may not consolidate or join the claims of more than one Account or person without the written consent of every party.

To the fullest extent permitted by law, each party irrevocably waives any right to trial by jury in any action arising out of or relating to these Wholesale Terms, the Account, any order, or any Product. This waiver applies in any court proceeding, including one brought under a carve-out in clause 13 or one brought because arbitration is held unavailable.

This clause is not severable from clause 13. If the waiver in the first paragraph above is held unenforceable as to a particular claim, that claim — and only that claim — is severed from the arbitration and heard in the Wyoming courts under clause 18, while every other claim stays in arbitration. The jury waiver survives in either forum.

15. Order of Precedence

Where a conflict arises on a wholesale order, the following controls, in order: (a) a signed written agreement between us; (b) these Wholesale Terms; (c) the retail Terms of Sale and Refund Policy. Terms printed on your purchase order, vendor portal, or supplier form do not apply and are rejected, whether or not we reference your PO number on an invoice or shipping document.

16. Privacy

Our Wholesale Privacy Notice describes how we handle personal information, including the business-contact details held against an account and the records behind portal sign-in. The signed-in business portal runs no advertising or analytics trackers, and wholesale orders are excluded from advertising measurement entirely.

17. Changes & Earlier Versions

We may change these Wholesale Terms. Except as clause 13 provides for arbitration, a change applies to orders placed after it takes effect and does not alter an order already placed. The version recorded against each of your affirmations is the version you agreed to for that order.

Where a material change is made, we require the Account to accept the new version at next sign-in before further orders can be placed, and we record that acceptance with the Account, the person who gave it, and the time it was given. Continuing to use the portal or placing an order after a change takes effect is acceptance of the current version.

Superseded versions are kept so that an order can be read against the text in force when it was placed:

• b2b-v1-2026-10-09 — in force 2026-10-09 to 2026-10-13.

18. Governing Law, Venue & Contact

Wyoming law governs these Wholesale Terms, without regard to its conflict-of-laws rules. Subject to the arbitration requirement in clause 13, any proceeding permitted to be brought in court is brought exclusively in the state or federal courts sitting in Wyoming, and each party consents to the personal jurisdiction and venue of those courts and waives any objection of inconvenient forum. Retail clause 14 (governing law) and clause 18 (general provisions — severability, entire agreement, force majeure, assignment, waiver) otherwise apply.

If any provision of these Wholesale Terms is held unenforceable, it is limited or severed to the minimum extent necessary and the remainder continues in full force — except that clause 14 is not severable from clause 13, which clause 14 governs. No failure or delay in enforcing a provision is a waiver of it, and no waiver on one occasion is a waiver on any other.

• Registered agent: 30 N Gould St Ste N, Sheridan, WY 82801, USA
• Correspondence: 30 N Gould St Ste N, Sheridan, WY 82801, USA
• Email: info@aminovitaresearch.com