Premier Bio Labs — Wholesale Terms
Last updated: September 24, 2025
These Wholesale Terms (the “Wholesale Terms”) govern wholesale purchasing and resale of products offered by Premier Bio Labs, LLC (“Premier Bio Labs,” “Premier,” “we,” “us,” or “our“) via www.premierbiolabs.com and affiliated ordering channels (collectively, the “Services”). By applying for, purchasing from, or participating in our wholesale program, you (the “Buyer”) agree to be bound by these Wholesale Terms and Premier’s Terms of Service and Privacy Policy (collectively, the “Agreement”).
Company Details. Premier Bio Labs, LLC · 30N South Gould Street, Ste R, Sheridan, WY 82801, United States · info@premierbiolabs.com
1) Eligibility & Onboarding
1.1 Qualified Buyers. Program access is limited to licensed/credentialed medical and life‑science organizations and professionals (e.g., physicians, clinics, research labs, universities, pharma/biotech, aesthetics/med‑spa, and science‑based distributors) and other entities approved in writing by Premier.
1.2 Verification. We may require proof of licensure, accreditation, institutional affiliation, tax/resale certificates, EIN, beneficial ownership, references, and sanction screening (e.g., OIG/OFAC). Buyer authorizes Premier to conduct due diligence and repeats that information is accurate and will be kept current.
1.3 No Consumer Sales. Wholesale is not available to individual consumers. Premier may reject or terminate any account at its discretion.
2) Regulatory Posture & RUO Flow‑Down
2.1 Research Use Only. Unless expressly labeled otherwise or accompanied by a prescription from a licensed provider and fulfilled via an authorized channel, all catalog products are Research Use Only (RUO): not drugs, foods, or dietary supplements; not for human use, diagnosis, or therapy.
2.2 Downstream Terms. Buyer shall incorporate equivalent RUO restrictions, age/eligibility checks, and safety notices in all downstream sales and documentation, and shall not make therapeutic claims.
2.3 Compliance. Buyer will comply with applicable U.S. laws/regulations (including FD&C Act, state analogs, advertising standards) and any professional or institutional requirements.
3) Channel Controls, Territory & Brand
3.1 Territory. Unless otherwise agreed in writing, Buyer’s authorized territory is the country where Buyer is established. Cross‑border resale requires Premier’s written consent.
3.2 Online Marketplaces. Buyer shall not sell on third‑party marketplaces (including Amazon, eBay, Walmart, or similar) without Premier’s prior written consent.
3.3 Repack/Relabel. No repackaging, relabeling, white‑labeling, or alteration of COAs, lot/expiry, or packaging without written approval. Buyer must preserve Premier’s traceability.
3.4 Trademarks & Materials. Premier grants a limited, revocable, non‑exclusive, non‑transferable license to use Premier marks and product images solely to market and sell genuine Premier products within the authorized territory and channels, subject to brand guidelines. All goodwill accrues to Premier; license terminates automatically on breach or program exit.
3.5 MAP (Minimum Advertised Price). Buyer agrees to comply with Premier’s MAP Policy as updated. Violations may result in order suspension, termination, and/or chargebacks of promotional subsidies.
4) Orders, Pricing & Changes
4.1 Orders. Orders are offers to buy; acceptance occurs when Premier confirms in writing or ships. Premier may accept, reject, allocate, or partial‑ship in its discretion.
4.2 Quotes & Pricing. Written quotes are valid for the period stated (or 15 days if none). Prices are exclusive of taxes, duties, shipping, insurance, and surcharges. Premier may adjust prices upon notice (immediate for input/shipping surcharges, otherwise with 15 days’ notice).
4.3 MOQs/Forecasts. Certain SKUs require minimum order quantities, lead times, or rolling forecasts. Custom synthesis and made‑to‑order items are non‑cancellable/non‑returnable (NC/NR) once accepted.
5) Payment Terms; Taxes; Chargebacks
5.1 Terms. Default wholesale terms are Net 30 from invoice date, payable in ACH or wire to the account specified by Premier. Card payments require prior written approval and may incur processing fees.
5.2 Late Fees. Time is of the essence. Past‑due balances accrue interest at 1.5% per month (or the maximum permitted by law, if lower). Buyer pays reasonable collection costs and attorneys’ fees.
5.3 Application of Payments. Premier may apply any payment to any outstanding Buyer obligations in its discretion.
5.4 Taxes. Buyer is responsible for all sales, use, VAT/GST, customs, duties, and similar taxes (excluding taxes on Premier’s net income). Valid resale/exemption certificates must be on file prior to invoicing.
5.5 No Chargebacks. Chargebacks are prohibited. Any chargeback is a material breach; Premier may suspend shipments and assess an administrative fee.
6) Security Interest; UCC Filings
6.1 PMSI. Until paid in full, Buyer grants Premier a purchase‑money security interest (PMSI) in Products and proceeds. Buyer authorizes Premier to file UCC‑1 financing statements and will execute documents and provide information reasonably requested to perfect/maintain the PMSI.
6.2 Remedies. Upon default, Premier may repossess or demand return of Products at Buyer’s expense and exercise all UCC remedies, without prejudice to other rights.
7) Shipping, Title & Risk; Cold‑Chain
7.1 Incoterms. Unless otherwise stated in writing: FOB Origin (UCC) / EXW (Incoterms® 2020). Title and risk of loss pass upon tender to the carrier.
7.2 Carriers. Premier selects carriers (e.g., UPS/FedEx/validated cold‑chain services). Shipping times are estimates only.
7.3 Cold‑Chain & Indicators. Temperature‑sensitive shipments may include validated packaging and indicators or data loggers. Buyer must promptly refrigerate/freeze per product datasheet upon receipt and maintain storage logs.
8) Inspection, Acceptance & RMAs
8.1 Inspection Window. Buyer must inspect shipments upon receipt and notify Premier in writing within 48 hours of delivery of any shortages, visible damage, temperature excursions, or other non‑conformities (include photos and indicator/data‑logger evidence where applicable). Absent timely notice, Products are deemed accepted.
8.2 Hidden Defects. Non‑conformities not reasonably discoverable on delivery must be reported within 5 business days of discovery and in any event before expiry.
8.3 RMAs. No returns without a written Return Merchandise Authorization (RMA). Unauthorized returns may be refused.
8.4 All Sales Final (Sensitive/Custom). Temperature‑controlled, sterile, or custom Products are final sale. For other permitted returns, a 20% restocking fee applies, Products must be unopened in original condition, and Buyer bears return freight risk/cost.
9) Quality, Documentation & Storage
9.1 COA/SDS. Each lot ships with or provides access to Certificates of Analysis (COA) (e.g., HPLC purity %, LC‑MS identity) and SDS as applicable.
9.2 Storage. Buyer will store Products per datasheet (e.g., –20°C long‑term; 2–8°C short‑term; protect from light/moisture), maintain segregation and FIFO, and prevent repeated freeze‑thaw cycles.
9.3 Audit/Traceability. Upon reasonable notice, Buyer will provide lot traceability records and permit quality audits limited to verifying compliance with these Wholesale Terms (including storage and RUO flow‑down). Premier will protect Buyer Confidential Information.
10) Recalls, Field Actions & CAPA
Buyer will cooperate with any recall, withdrawal, or field correction, including quarantining inventory, providing end‑customer data sufficient for notifications, and executing required actions within Premier timelines. Cost allocation will reflect cause and industry practice.
11) Export Controls, Sanctions & Anti‑Diversion
Buyer will not export, re‑export, transfer, or sell Products in violation of U.S. export control and sanctions laws (including EAR and OFAC programs) and will screen downstream customers against restricted‑party lists. Buyer shall prevent diversion to prohibited uses (e.g., human administration where RUO) and destinations.
12) Insurance
Buyer will maintain commercially reasonable insurance, including $1,000,000 per‑occurrence commercial general liability with products/completed operations coverage and name Premier as an additional insured upon request.
13) Confidentiality & Data
13.1 Confidential Information. Non‑public information disclosed by a party (including pricing, COAs/methods, SOPs, roadmaps) is confidential. Recipient will use it solely to perform under this Agreement and protect it with reasonable care.
13.2 Personal Data. Each party will process any personal data in compliance with applicable law and the Privacy Policy. Buyer will not scrape or harvest Site data.
14) Warranties; Disclaimers (UCC Conspicuous)
14.1 Limited Conformity Warranty. Premier warrants that at shipment Products will conform to the applicable COA within stated expiry when stored and handled per datasheet.
14.2 Exclusive Remedy. Buyer’s exclusive remedy and Premier’s sole obligation for breach is, at Premier’s option, replacement of the non‑conforming Product or refund of the purchase price upon return or documented destruction.
14.3 AS‑IS; NO OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY ABOVE, PRODUCTS ARE PROVIDED “AS IS.” PREMIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, TITLE, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PRODUCTS ARE RUO AND NOT FOR HUMAN USE.
15) Limitation of Liability (UCC Conspicuous)
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PREMIER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA/GOODWILL, BUSINESS INTERRUPTION, SUBSTITUTE PROCUREMENT) ARISING OUT OF OR RELATED TO THE AGREEMENT OR PRODUCTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. PREMIER’S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
16) Force Majeure
Premier is not liable for delays or failures due to events beyond its reasonable control (including raw‑material shortages, labor issues, acts of God, epidemics, government actions, carrier failures, or utility outages). Affected obligations are suspended for the duration of the event.
17) Termination & Suspension
Premier may suspend or terminate wholesale privileges for breach, risk, non‑payment, diversion, MAP violations, or legal/compliance concerns. Sections intended to survive (including payment, security interest, confidentiality, IP, warranty/disclaimers, limits, governing law/venue) shall survive termination.
18) Governing Law & Venue
This Agreement is governed by the laws of the State of Wyoming, without regard to conflicts of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Sheridan County, Wyoming. EACH PARTY WAIVES JURY TRIAL TO THE EXTENT PERMITTED BY LAW.
19) Assignment; Setoff
Buyer may not assign or transfer rights or obligations (by operation of law or otherwise) without Premier’s prior written consent. Premier may assign freely. Premier may set off any amounts owed to Buyer against amounts Buyer owes to Premier.
20) Notices
Notices must be in writing and deemed given when sent by email with confirmation, certified mail, or reputable courier to the addresses above (or as updated in writing).
21) Miscellaneous
21.1 Independent Contractors. The parties are independent contractors.
21.2 Entire Agreement; Order of Precedence. These Wholesale Terms, together with referenced policies/quotes/order confirmations, form the entire agreement and supersede prior proposals or agreements for wholesale purchases. Conflicts are resolved in this order: (1) a mutually executed addendum; (2) Premier order confirmation/quote (to the extent it expressly varies terms); (3) these Wholesale Terms; (4) posted policies. Buyer’s purchase orders or terms are rejected and of no effect.
21.3 Amendments; Waivers. Amendments must be in writing and signed by Premier. No waiver is effective unless in writing and signed by the waiving party.
21.4 Severability. If any provision is unenforceable, it will be enforced to the maximum extent permitted, and the remainder will remain in effect.
21.5 Headings. Headings are for convenience only.
Contact: info@premierbiolabs.com · Premier Bio Labs, LLC, 30N South Gould Street, Ste R, Sheridan, WY 82801, USA