Terms of service

 

OHMEGA BRAND LLC Wholesale Terms & Conditions

Effective Date: July 2, 2026 Last Updated: July 2, 2026

These terms are entered into by and between Ohmega Brand LLC ("Ohmega") and the purchaser identified on the applicable invoice, purchase order, or credit application ("Purchaser").

ARTICLE 1 — DEFINITIONS

1.1 "Agreement" means the Governing Document in which these terms are incorporated, together with any invoice, purchase order, or credit application to which these terms apply.

1.2 "Change in Law" means any statute, regulation, scheduling action, administrative order, emergency rule, judicial decision, or governmental guidance enacted, amended, or newly interpreted after the date of shipment that affects the legal status, marketability, or permissible use of a Product.

1.3 "Mandatory Recall" means a recall, withdrawal, or mandated cessation of sale that is legally compelled by a governmental authority with jurisdiction over the Product.

1.4 "Voluntary Action" means any recall, withdrawal, or corrective action undertaken by Ohmega at its discretion, absent legal compulsion.

1.5 "Products" means the botanical extract products manufactured or sold by Ohmega and identified on the applicable invoice or purchase order.

1.6 "Purchaser" means the distributor, wholesaler, retailer, or other purchaser entering into the Agreement with Ohmega, and includes that party's successors, assigns, and any downstream reseller to the extent stated in Section 3.2.

ARTICLE 2 — COMPLIANCE AND REPRESENTATIONS

2.1 Compliance at Time of Manufacture and Shipment. Ohmega represents that, as of the date of manufacture and the date of shipment, and based on reasonable diligence undertaken in the ordinary course of its business, the Products were manufactured, labeled, and sold in material compliance with applicable federal, state, and local law then in effect.

2.2 No Continuing Warranty. The representation in Section 2.1 speaks only as of the dates of manufacture and shipment. It does not constitute, and shall not be construed as, a continuing warranty of compliance with any law, regulation, scheduling action, or governmental interpretation adopted after the date of shipment. Nothing in this Section limits any remedy available to Purchaser for a breach of Section 2.1 that existed as of the date of manufacture or shipment, regardless of when that breach is discovered.

2.3 Assumption of Regulatory Risk. Purchaser acknowledges that the regulatory status of botanical extract products — including federal and state controlled-substance scheduling, FDA enforcement posture, and state or local restrictions — may change after delivery, and that such changes are inherent to this product category. Purchaser assumes that risk as between the parties, and acknowledges that the pricing and terms of the Agreement reflect that allocation of risk.

ARTICLE 3 — RISK ALLOCATION AFTER DELIVERY

3.1 Risk of Loss and Title Transfer. Title to and risk of loss for the Products pass to Purchaser upon delivery to the carrier at Ohmega's shipping point (FOB origin), consistent with U.C.C. §§ 2-401 and 2-509. Purchaser bears all risk of loss arising after that point, including diminution in value or marketability resulting from a Change in Law, except as expressly provided in Section 5.4.

3.2 Purchaser's Independent Compliance Obligation. Purchaser, and any wholesaler, distributor, retailer, or other downstream seller through whom the Products are subsequently sold, is independently responsible for monitoring and complying with all applicable federal, state, and local laws governing the possession, transportation, marketing, advertising, distribution, and sale of the Products in every jurisdiction in which that party conducts business, from and after delivery. Ohmega does not undertake, and this Agreement does not impose on Ohmega, any obligation to monitor, track, or report regulatory developments in any jurisdiction after delivery. This Section does not relieve any party of an obligation imposed directly by applicable law.

3.3 Cessation of Sale Upon Change in Law. Upon becoming aware that a Change in Law renders a Product unlawful to sell in a given jurisdiction, Purchaser shall promptly cease sale and distribution of that Product in that jurisdiction and shall comply, at its own cost, with all applicable requirements concerning remaining inventory.

3.4 Notice of Regulatory Action. Purchaser shall notify Ohmega in writing within a commercially reasonable time after becoming aware of any regulatory inquiry, enforcement action, cease-and-desist notice, or similar communication from a governmental authority concerning the Products.

ARTICLE 4 — RECALLS

4.1 Mandatory Recalls. In the event of a Mandatory Recall, each party shall bear the costs of compliance attributable to its own conduct. Ohmega shall bear those recall costs directly attributable to a defect in, or non-compliance of, a Product that existed as of the date of manufacture or shipment. Purchaser shall bear recall costs attributable to its handling, storage, marketing, or sale of the Products after delivery, or attributable solely to a Change in Law occurring after delivery.

4.2 Voluntary Actions. Ohmega retains sole discretion to undertake a Voluntary Action. Ohmega has no obligation to undertake a Voluntary Action, and no Voluntary Action shall be construed as an admission of defect, fault, or liability.

ARTICLE 5 — REMEDIES AND WARRANTY

5.1 No Automatic Repurchase, Refund, or Recall Obligation. Ohmega has no obligation to repurchase, exchange, refund, credit, or otherwise compensate Purchaser solely as a result of a Change in Law occurring after delivery, except as: (a) required by applicable law; (b) provided in Section 4.1 for recall costs attributable to a defect existing at manufacture or shipment; or (c) provided in the limited remedy of Section 5.3.

5.2 Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATION IN SECTION 2.1, OHMEGA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY U.C.C. § 2-316.

5.3 Limited Remedy. Purchaser's exclusive remedy for a breach of Section 2.1 is, at Ohmega's election, repair, replacement, or refund of the purchase price for the affected Products. If this remedy fails of its essential purpose, Purchaser's damages are limited as set forth in Section 7.1.

5.4 Manufacturing Defect Indemnity. Ohmega shall indemnify and hold harmless Purchaser from third-party claims arising from a manufacturing defect in, or material non-compliance of, a Product that existed as of the date of manufacture or shipment, subject to the limitation of liability in Section 7.1.

ARTICLE 6 — INDEMNIFICATION BY PURCHASER

6.1 Scope. Purchaser shall indemnify, defend, and hold harmless Ohmega and its officers, directors, employees, and agents from and against claims, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Purchaser's or any downstream seller's possession, marketing, distribution, or sale of Products after delivery; (b) continued sale of a Product after it becomes unlawful to sell in a given jurisdiction; or (c) Purchaser's breach of this Agreement. This obligation does not extend to claims arising from Ohmega's negligence, willful misconduct, or breach of Section 2.1.

ARTICLE 7 — LIMITATION OF LIABILITY

7.1 Liability Cap. EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 5.4 AND 6.1, (B) A BREACH OF SECTION 2.1 INVOLVING FRAUD OR WILLFUL MISCONDUCT, OR (C) DAMAGES ARISING FROM DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY A PRODUCT DEFECT EXISTING AS OF MANUFACTURE, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT PAID BY PURCHASER TO OHMEGA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.2 Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 8 — FORCE MAJEURE AND ILLEGALITY

8.1 Force Majeure. Neither party is liable for delay or failure to perform an obligation, other than a payment obligation for Products already delivered, to the extent caused by conditions beyond its reasonable control, including a Change in Law. This Section does not, by itself, create a repurchase, refund, or recall obligation beyond what is stated elsewhere in this Agreement.

8.2 Illegality. To the extent performance of a specific obligation becomes legally impossible as a direct result of a Change in Law — including a Change in Law that makes possession or sale of a Product unlawful — that specific obligation is excused for so long as the illegality persists. Except as provided in this Section, Purchaser waives, to the fullest extent enforceable, any defense based on frustration of purpose, impracticability, or failure of consideration.

ARTICLE 9 — INSURANCE

9.1 Coverage. Purchaser shall maintain commercial general liability insurance, including product liability coverage, in commercially reasonable amounts appropriate to the scale of its business, and shall provide evidence of coverage to Ohmega upon reasonable request.

ARTICLE 10 — RECORD RETENTION

10.1 Traceability Records. Purchaser shall maintain records sufficient to identify the lot, quantity, and disposition of Products it receives for a period of not less than two (2) years, and shall make such records available to Ohmega promptly upon request in connection with a Mandatory Recall, Voluntary Action, or governmental inquiry.

ARTICLE 11 — GENERAL PROVISIONS

11.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles.

11.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Riverside County, California, for any action arising out of or relating to this Agreement.

11.3 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

11.4 Assignment. Purchaser may not assign this Agreement or any rights or obligations hereunder without Ohmega's prior written consent. Ohmega may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

11.5 Compliance with Law; Export. Each party shall comply with all applicable laws in the performance of this Agreement. Purchaser shall not export, re-export, or resell any Product outside the United States without confirming, at its own cost, that such export complies with applicable U.S. and foreign law, including any applicable controlled-substance or customs requirements.

11.6 Integration; No Oral Modification. This Agreement, together with the Governing Document in which it is incorporated, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous representations, whether oral or written. Purchaser acknowledges it has not relied on any representation not expressly set forth in this Agreement. This Agreement may be modified only by a signed writing.

11.7 Survival. Sections 2.2, 3.1 through 3.4, 4.1, 4.2, 5.1 through 5.4, 6.1, 7.1, 7.2, 8.2, 9.1, 10.1, and 11.1 through 11.9 (other than this Section 11.7) survive termination or expiration of this Agreement and remain in effect for the applicable statute-of-limitations period for any claim arising from acts occurring during its term.

11.8 Severability. If a provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to render it enforceable while preserving its intent; if modification is not possible, it shall be severed, and the remainder of this Agreement remains in full force and effect.

11.9 No Waiver of Non-Waivable Rights. Nothing in this Agreement waives any right or protection that cannot be waived as a matter of law, including any non-waivable consumer-protection right.