Effective and Last Updated: September 2, 2026

IMPORTANT NOTICE

1. Acceptance of These Terms

These Terms and Conditions (the “Terms”) are a binding agreement between you and Omnipharm LLC, a Florida limited liability company (“Omnipharm,” the “Company,” “we,” “us,” or “our”). They govern your access to and use of www.omnipharmusa.com and any pages, content, forms, downloads, and other features made available through it (collectively, the “Website”).

By accessing or using the Website, submitting an inquiry, requesting a quotation or sample, or otherwise interacting with the Website, you represent that you have read, understood, and agree to these Terms. If you act for an organization, you represent that you have authority to bind it. If you do not agree, do not use the Website.

2. Definitions and Business Scope

“Business Customer” means a manufacturer, formulator, distributor, laboratory, brand owner, reseller, procurement organization, or other commercial entity evaluating or purchasing ingredients or related services. “Products” means ingredients, raw materials, samples, documentation, and related items offered or supplied by the Company. “Product Documents” include specifications, certificates of analysis (COAs), safety data sheets (SDSs), technical data sheets, allergen statements, origin statements, and other quality or regulatory materials.

The Website is directed principally to Business Customers. It is not a retail storefront and is not intended to create a direct-to-consumer relationship. References to dietary supplements or finished products do not mean that the Company manufactures, approves, or recommends any particular finished product unless expressly agreed in writing.

3. Eligibility and Authority

You must be at least 18 years old and legally capable of entering contracts. You may use the Website only for lawful business purposes. You are responsible for ensuring that all information you submit is accurate, current, and authorized, and that your use complies with the laws and policies applicable to you and your organization.

4. Permitted Website Use

Subject to these Terms, the Company grants you a limited, revocable, nonexclusive, nontransferable license to access and use the Website and publicly available materials solely to evaluate the Company and its Products for legitimate internal business purposes. No right is granted to reproduce, publish, commercialize, sublicense, or create a competing database or service from Website content.

5. Prohibited Conduct; Scraping and Artificial Intelligence

Except with the Company’s prior written permission or as expressly required by nonwaivable law, you may not:

• use robots, spiders, crawlers, scrapers, browser automation, data-mining tools, or similar means to access, index, copy, monitor, harvest, or extract Website content at scale;
• use Website content, Product Documents, images, text, datasets, or metadata to train, fine-tune, evaluate, ground, augment, or supply any artificial-intelligence, machine-learning, large-language-model, retrieval, or generative system;
• circumvent rate limits, robots.txt instructions, access controls, authentication, security measures, or technical restrictions;
• reverse engineer, decompile, disassemble, probe, scan, test vulnerability, introduce malware, interfere with operation, or attempt unauthorized access;
• impersonate another person, misrepresent affiliation, submit fraudulent requests, or use the Website to violate law or third-party rights; or
• remove notices, frame or mirror the Website, or use Company marks, content, or goodwill for deceptive, competitive, or unlawful purposes.

A general-purpose search engine may crawl publicly accessible pages solely to create ordinary search results if it honors our technical controls and does not use the content for model training or other prohibited purposes. Permission may be withdrawn at any time. The Company may block, throttle, investigate, preserve evidence of, or pursue remedies for prohibited automated access.

6. Intellectual Property

The Website and its content—including text, designs, layouts, software, databases, photographs, graphics, videos, logos, trade names, trademarks, product descriptions, technical materials, Product Documents, compilations, and downloadable files—are owned by or licensed to the Company and are protected by United States and international intellectual-property and unfair-competition laws. Omnipharm and associated names, logos, and trade dress are Company marks. No license to any patent, trademark, copyright, trade secret, formulation, process, or other intellectual property is granted except the limited Website license stated above.

If you provide suggestions or feedback about the Website or Company services, you grant the Company a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or compensation, provided this does not transfer ownership of your confidential business information.

7. Product Information and Availability

Website descriptions, images, technical data, suggested uses, typical values, countries of origin, lead times, packaging, pricing, availability, formulations, and specifications are informational and may change without notice. They are not an offer, warranty, guaranteed specification, or representation that a Product is suitable, lawful, available, or approved for any particular application or market. Natural and manufacturing variability may occur. Only the specifications, acceptance criteria, and warranties expressly stated in an applicable accepted transaction document govern a sale.

The Company uses reasonable efforts to present accurate information but does not warrant that Website or Product information is complete, current, or error-free. You must verify critical information with the Company before relying on it.

8. Product Documents; Lot-Specific Information

A COA or other lot-specific document applies only to the identified lot and test conditions. It may not be extrapolated to another lot. SDSs communicate hazard information and do not replace workplace assessments, training, handling procedures, or legal obligations. Product Documents may contain confidential or proprietary information and may be used only to evaluate, handle, test, formulate with, or resell the applicable Product in compliance with law and the transaction documents.

Unless expressly stated in a signed writing, the Company does not warrant that third-party documents have been independently verified by the Company. If Products originate from third-party manufacturers, the Company may rely on information they provide and may not control every stage of production, testing, storage, or transportation.

9. Regulatory Compliance and Customer Responsibilities

The Company supplies ingredients and raw materials; it does not assume the Business Customer’s responsibilities as manufacturer, distributor, importer, exporter, labeler, advertiser, or seller of any finished product. You are solely responsible for determining whether each Product and intended use are lawful, safe, suitable, properly formulated, adequately tested, and correctly labeled and marketed in every applicable jurisdiction.

Your responsibilities include conducting appropriate identity, quality, stability, compatibility, toxicological, allergen, contamination, dosage, claims, and finished-product assessments; maintaining required registrations, permits, records, quality systems, and adverse-event procedures; and complying with the Federal Food, Drug, and Cosmetic Act, applicable FDA regulations, Federal Trade Commission requirements, state laws, and foreign requirements. The availability of a document, sample, quotation, or Product does not constitute regulatory clearance or legal advice.

10. FDA and Dietary-Supplement Disclaimer

Unless expressly stated in an official written Company document, Products and statements on the Website have not been evaluated or approved by the U.S. Food and Drug Administration for your proposed use. Dietary supplements generally are not FDA-approved before marketing. No Website statement is intended to represent that a Product or finished product is approved by FDA or is intended to diagnose, treat, cure, mitigate, or prevent any disease.

Where a structure/function or other claim legally requires the disclaimer prescribed by 21 U.S.C. § 343(r)(6)(C) and 21 C.F.R. § 101.93, the responsible manufacturer or marketer must provide it in the required wording, placement, and format. Nothing on the Website authorizes you to make any claim. You are responsible for substantiating claims and ensuring they are truthful, non-misleading, and legally permitted.

11. No Medical, Legal, or Regulatory Advice

The Website and all communications are provided for commercial and general informational purposes only. They are not medical advice, diagnosis, treatment guidance, legal advice, regulatory advice, or a substitute for consultation with qualified professionals. Do not rely on the Website to make health or treatment decisions. If you have a medical concern, consult a licensed healthcare professional.

12. Samples and Evaluation Materials

Samples are supplied solely for professional laboratory, research, formulation, compatibility, quality, or commercial evaluation. They are not for human or animal consumption, resale, clinical use, or incorporation into commercial products unless the Company expressly authorizes that use in writing and all applicable requirements are satisfied. Sample availability, quantity, packaging, shipping, and eligibility are at the Company’s discretion. You assume responsibility for safe receipt, storage, handling, testing, disposal, and compliance. Sample results do not guarantee performance or conformity of commercial lots.

13. Inquiries, Forms, and Submitted Information

Submitting a contact form, request for information, forecast, specification, sample request, or other inquiry does not obligate the Company to respond, reserve inventory, extend credit, disclose confidential information, or enter a transaction. Do not submit trade secrets, patient information, protected health information, export-controlled technical data, or other sensitive information unless the Company has expressly agreed in writing to receive it through an approved channel.

You represent that you have the right to provide submitted information and that it is accurate and lawful. The Company may use it to evaluate and respond to the request, administer the relationship, prevent fraud, comply with law, and as otherwise described in the Privacy Policy.

14. Quotations

Unless a quotation states otherwise, it is nonbinding, confidential, revocable, subject to availability and credit approval, and valid only for the named recipient, Product, quantity, destination, currency, and validity period. Prices exclude taxes, duties, brokerage, insurance, special testing, handling, and freight unless expressly included. Lead times are estimates. A quotation is not an acceptance of an order and does not reserve inventory.

15. Orders; Acceptance; Order of Precedence

An order is an offer by the customer. No order binds the Company until the Company accepts it in a written order acknowledgment or ships the Product, whichever occurs first. The Company may reject, limit, allocate, or condition any order. Changes or cancellations require the Company’s written consent and may be subject to costs or fees.

Unless a signed agreement expressly states otherwise, the governing documents have this priority: (1) a mutually signed supply or master agreement; (2) a mutually signed quality agreement, solely for quality matters; (3) the Company’s written order acknowledgment; (4) the applicable Company quotation; (5) these Terms; and (6) the customer’s purchase order solely for Product, quantity, requested delivery location, and price matching the accepted quotation. Any additional or conflicting customer terms are rejected and do not apply, notwithstanding acknowledgment, payment, or performance.

16. Pricing, Payment, Taxes, Delivery, and Risk

Payment terms are those stated in the Company’s written acceptance. The Company may revise credit terms, require prepayment, charge lawful late fees and collection costs, or suspend performance if payment or credit is impaired. The customer is responsible for applicable sales, use, value-added, excise, customs, and similar taxes and charges, excluding taxes on the Company’s net income.

Delivery terms, title, and risk of loss are governed by the accepted transaction document and any stated Incoterms® rule (interpreted under the edition identified there). If none is stated, delivery is EXW the Company-designated facility (Incoterms® 2020), to the extent legally applicable. Delivery dates are estimates. The customer must promptly inspect shipments and provide detailed written notice of visible shortage, damage, or nonconformity within the period stated in the transaction documents, or, if none is stated, within ten business days after delivery; latent defects must be reported promptly after discovery.

17. Export Controls, Sanctions, and Anti-Corruption

You must comply with all applicable U.S. and foreign trade laws, including the Export Administration Regulations, economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, antiboycott rules, customs laws, and end-use, end-user, destination, licensing, and reexport restrictions. You represent that neither you nor any party involved in the transaction is a prohibited or restricted party and that Products will not be supplied, exported, reexported, transferred, diverted, or used in violation of law.

You must obtain required licenses and provide accurate destination, end-use, end-user, classification, and compliance information. The Company may screen parties, withhold or cancel performance, refuse routing or payment arrangements, or request documentation when it reasonably believes a transaction may create compliance risk, without liability for delay or nonperformance caused by that decision. You must also comply with applicable anti-bribery and anti-corruption laws and may not offer anything of value to improperly influence a decision.

18. Privacy and Data Protection

The Company’s Privacy Policy, available at www.omnipharmusa.com/privacy-policy/, explains how the Company collects, uses, discloses, and safeguards personal information and is incorporated into these Terms by reference. If these Terms conflict with the Privacy Policy regarding personal-information practices, the Privacy Policy controls. You are responsible for reviewing it and for providing any notices or obtaining any consents required before submitting another person’s information.

19. Electronic Communications and Signatures

When you contact the Company or use the Website, you consent to receive transaction-related communications electronically, including by email, telephone, text message where separately authorized, and Website or form response. You agree that electronic communications and records satisfy legal writing requirements to the extent permitted by law. Electronic signatures and counterparts may be used where the parties agree. Marketing communications are subject to applicable law and available opt-out rights.

20. Third-Party Links and Services

The Website may link to third-party sites or services for convenience. The Company does not control or endorse them and is not responsible for their content, availability, security, privacy practices, products, or conduct. Your use of third-party resources is governed by their terms and at your own risk.

21. Confidentiality

Information is not confidential merely because it is submitted through the Website. Confidentiality obligations arise only under a separate written agreement signed by the Company or an express confidentiality legend the Company has agreed in writing to honor. Nothing requires the Company to disclose pricing, sourcing, supplier identity, formulations, methods, nonpublic Product Documents, or other proprietary information.

22. Suspension and Termination

The Company may suspend, restrict, or terminate Website access, remove content, or decline requests at any time if it reasonably believes you have violated these Terms, created security or legal risk, or interfered with the Website or another person. Provisions that by their nature should survive—including intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, dispute terms, and accrued payment obligations—survive termination.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE, ITS CONTENT, AND ANY SAMPLE OR PRELIMINARY INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, AVAILABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.

THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT CONTENT IS COMPLETE OR CURRENT; OR THAT ANY PRODUCT WILL BE SUITABLE, LAWFUL, EFFECTIVE, OR REGULATORILY ACCEPTABLE FOR A CUSTOMER’S INTENDED USE. PRODUCT WARRANTIES, IF ANY, ARE ONLY THOSE EXPRESSLY STATED IN THE APPLICABLE ACCEPTED TRANSACTION DOCUMENT.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; PRODUCT RECALL, COVER, OR REFORMULATION COSTS; OR CLAIMS ARISING FROM RELIANCE ON WEBSITE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY.

THEIR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE, SAMPLES, PRELIMINARY INFORMATION, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) USD $100 OR (B) THE AMOUNT YOU PAID THE COMPANY, IF ANY, FOR THE SPECIFIC WEBSITE-RELATED SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS BEFORE THE EVENT. Transaction-specific liability may instead be governed by an accepted transaction document. These limits apply regardless of theory and do not exclude liability that cannot lawfully be limited.

25. Indemnification

You will defend, indemnify, and hold harmless the Company and its affiliates, members, managers, officers, employees, agents, suppliers, licensors, and service providers from claims, demands, investigations, proceedings, losses, liabilities, judgments, penalties, recalls, costs, and reasonable attorneys’ fees arising from or relating to: (a) your violation of these Terms or law; (b) misuse of the Website, Products, samples, or Product Documents; (c) your formulations, manufacturing, labeling, claims, advertising, distribution, export, sale, or use of any finished product; (d) information or materials you submit; or (e) infringement or violation of third-party rights. The Company may control the defense with counsel of its choice, and you may not settle a claim in a manner that admits fault by or imposes obligations on an indemnified party without written consent.

26. Force Majeure

The Company is not liable for delay, shortage, allocation, suspension, or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil disorder, governmental action, sanctions, embargoes, labor disputes, transportation or port disruption, carrier failure, raw-material or energy shortage, utility or telecommunications outage, cyberattack, supplier failure, equipment breakdown, or changes in law. Performance time is extended for the resulting delay. The Company may allocate available supply among customers in a commercially reasonable manner and may cancel affected obligations if performance remains impracticable.

27. Governing Law; Dispute Resolution; Jury-Trial Waiver

These Terms and disputes arising from them or the Website are governed by Florida law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, the complaining party must send written notice describing the dispute and requested relief and allow 30 days for good-faith informal resolution. If unresolved, each party irrevocably submits to the exclusive jurisdiction of the state courts located in Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida, and waives objections to venue or inconvenient forum.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN A DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE. Nothing prevents either party from seeking temporary or preliminary injunctive relief for misuse of intellectual property, confidential information, systems, or automated access, or from pursuing an eligible claim in small-claims court.

28. Severability; Waiver; Assignment

If a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective. A waiver must be in writing and applies only to the specific instance; delay or failure to enforce is not a waiver. You may not assign or transfer these Terms without the Company’s prior written consent. The Company may assign them in connection with a merger, reorganization, sale of assets, financing, or by operation of law.

29. Entire Agreement; Interpretation

These Terms, the Privacy Policy, and any applicable accepted transaction documents constitute the entire agreement regarding their subject matter and supersede prior or contemporaneous statements on that subject. Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural as context requires. No presumption against the drafter applies. The English version controls over any translation to the extent permitted by law.

30. Changes to the Website and These Terms

The Company may modify the Website and these Terms from time to time. Updated Terms will be posted with a revised “Last Updated” date and become effective when posted unless a later date is stated. If a change is material, the Company may provide additional notice as appropriate. Continued use after the effective date constitutes acceptance. Changes do not retroactively alter an accepted transaction unless the parties agree in writing.

31. Notices and Contact Information

Questions, legal notices, and dispute notices concerning these Terms may be sent to:

A notice is effective when actually received. The Company may designate updated contact information on the Website.