Terms and Conditions

Terms and Conditions

Version 1.0. Last updated: November 4, 2026. This Agreement takes effect on the date it is first published at vipsupplyllc.com.

These terms and conditions (the "Agreement") are published by VIP Supply LLC, a Delaware limited liability company ("VIP Supply"), and govern your use of the website at vipsupplyllc.com and of everything VIP Supply makes available through it.

Read this Agreement before you use the Services. By using the Services you accept it. If you do not accept it, do not use the Services.

1. Definitions and Interpretation

"Business Day" means a day other than a Saturday, a Sunday, or a day on which commercial banks in Philadelphia, Pennsylvania are authorized or required by law to close.

"Eligibility Policy" means the document published at /eligibility/ on vipsupplyllc.com under the title stated in Exhibit B, in the version published there at the time you use the Services.

"Feedback" means a suggestion, comment, idea or recommendation about the Services or about a Product that you choose to send VIP Supply.

"Order Confirmation" means a written confirmation issued by VIP Supply that identifies the Product ordered, the quantity, the price and the delivery arrangement for one order.

"Linked Site" means a website operated by a business other than VIP Supply that the Services link to.

"Privacy Policy" means the document published at /privacy/ on vipsupplyllc.com under the title stated in Exhibit B, in the version then published.

"Product" means an item of the biological, diagnostic, veterinary or related supply that VIP Supply offers for professional or laboratory use.

"Quotation" means a written price indication for one or more Products that VIP Supply gives to a named recipient.

"Returns Policy" means the document published at /returns/ on vipsupplyllc.com under the title stated in Exhibit B, in the version then published.

"Services" means the website at vipsupplyllc.com (these Terms and Conditions are published at /terms/ on that website), the content and features VIP Supply makes available through it, and the enquiry form on it.

"Shipping Policy" means the document published at /shipping/ on vipsupplyllc.com under the title stated in Exhibit B, in the version then published.

In this Agreement: "including" introduces examples and does not limit what comes before it; "or" is inclusive unless the provision says otherwise; the singular includes the plural; a reference to a Section is a reference to a Section of this Agreement and a reference to an Exhibit is a reference to an Exhibit to this Agreement; both Exhibits are part of this Agreement; a reference to a remedy includes every remedy available at law and in equity; "written" and "in writing" include an electronic record; "day" means a calendar day; a period of days begins on the day after the event that starts it, and if the last day of a period is not a Business Day the period ends on the next Business Day; a money amount is in United States dollars; "shall" states a duty of the person who is the subject of the sentence, "must" states a condition, "may" states a discretion and "will" states a future event or this Agreement operating on itself; the headings are for convenience and do not affect meaning; and no rule that construes an ambiguity against the party that drafted a document applies to this Agreement.

2. Acceptance and Who May Use the Services

2.1 You accept this Agreement by using the Services, by sending an enquiry through the Services, or by asking VIP Supply for a Quotation.

2.2 You must be at least eighteen (18) years old to use the Services. The Services are not directed to children and VIP Supply does not knowingly collect information from a child. If you do not meet the condition in this Section 2.2, VIP Supply may withdraw your access under Section 16, may cancel an order, and will refund any amount you have paid for the cancelled order within ten (10) Business Days after it cancels the order.

2.3 If you use the Services for an organisation, you represent that you are authorised to bind that organisation, and every reference to you in this Agreement includes that organisation.

2.4 The Services are operated from the United States. VIP Supply makes no representation that the Services, or any Product, are available or lawful anywhere else.

2.5 VIP Supply may refuse access to the Services, to any person, without giving a reason, and Section 16 states how it does so and what follows.

3. Eligibility to Buy, and Professional and Laboratory Use Only

3.1 The Services are for business, professional, institutional and laboratory users. VIP Supply does not sell to the general public and does not supply any Product for personal use, for self-administration, or for use by a person who is not professionally qualified to use it.

3.2 VIP Supply releases a Product only to a person it has verified as holding a current professional licence, registration or institutional authorisation that permits that person to hold and use that Product at the place of delivery. Exhibit A lists the buyer categories named on the Services and states the verification record VIP Supply keeps.

3.2A The Eligibility Policy states in full who may hold an account, what VIP Supply verifies before it releases a Product, and what happens when it refuses. It is part of this Agreement under Section 8.1. Where that policy and this Section 3 differ on what is verified, that policy governs.

3.3 To be verified you shall give VIP Supply the name of the licence holder, the licence or registration number, the issuing authority, the expiry date and, for an institution, a letter signed by an authorised officer of that institution. VIP Supply may ask you for a copy of the licence, the registration or the authorisation before it verifies you.

3.4 Your eligibility varies by licence type and by jurisdiction. A Product released to one licence type in one state or country is not for that reason available to another licence type or in another state or country, and VIP Supply may decline to supply a Product to you on that ground alone.

3.5 Your verification does not last indefinitely. VIP Supply may re-verify your eligibility at any time, and will ask you to re-verify it at least once every twelve (12) months after the date of your most recent verification. You shall tell VIP Supply within five (5) Business Days after a licence, registration or authorisation you gave for verification lapses, is suspended, is restricted or is revoked.

3.6 If you do not satisfy this Section 3, VIP Supply may refuse to release a Product to you, may cancel an order it has already accepted, and will refund any amount you have paid for the cancelled order within ten (10) Business Days after it cancels the order.

3.7 This Agreement does not allocate regulatory responsibility for any Product. It does not decide who holds an establishment registration or a listing for a Product, who approves labelling, who approves a claim, who releases a lot, who issues a certificate of analysis, who takes in a complaint or an adverse-event report, or who decides a field action or a recall. That allocation needs a separate signed supply contract between you and VIP Supply, and this Agreement is not that contract and does not replace it.

4. No Medical Advice and No Offer of Treatment

4.1 THE SERVICES DO NOT PROVIDE MEDICAL, CLINICAL, DIAGNOSTIC, PHARMACEUTICAL, NUTRITIONAL, VETERINARY, LEGAL, TAX OR FINANCIAL ADVICE, AND NOTHING IN THE SERVICES IS A SUBSTITUTE FOR THE JUDGMENT OF A LICENSED PROFESSIONAL. NOTHING IN THE SERVICES IS INTENDED TO DIAGNOSE, TREAT, CURE, MITIGATE OR PREVENT ANY DISEASE.

4.2 NOTHING IN THE SERVICES IS AN OFFER OF TREATMENT, A RECOMMENDATION OF A TREATMENT, OR A REFERRAL TO A TREATING PROVIDER. YOUR USE OF THE SERVICES DOES NOT CREATE A PHYSICIAN-PATIENT RELATIONSHIP, A VETERINARIAN-CLIENT-PATIENT RELATIONSHIP, A PHARMACIST-PATIENT RELATIONSHIP OR ANY OTHER PROFESSIONAL RELATIONSHIP BETWEEN YOU AND VIP SUPPLY.

4.3 If you are a patient or an animal owner, take your questions to your own licensed practitioner. VIP Supply does not answer clinical questions and does not direct the care of any person or animal.

4.4 A professional user remains solely responsible for every clinical, diagnostic and laboratory decision that user makes, for the selection of a Product for a particular use, and for compliance with the rules of that user's own licence and place of practice.

5. Permission to Use the Services

5.1 Subject to this Agreement, VIP Supply grants you a revocable, non-exclusive, non-transferable and non-sublicensable permission to view and use the Services for your own internal business purposes, which includes use by your employees and by a contractor acting for you who is bound by obligations no less protective than this Agreement.

5.2 VIP Supply reserves every right it does not expressly grant in Section 5.1.

5.3 The permission in Section 5.1 ends when VIP Supply withdraws your access under Section 16, and VIP Supply may suspend it while it is assessing whether Section 16 applies to you.

6. Quotations, Orders and Order Acceptance

6.1 Nothing in the Services is an offer to sell. Price, availability and eligibility are not published on the Services, and a description of a Product in the Services is an invitation to ask for a Quotation.

6.2 A Quotation is an invitation to you to place an order. A Quotation is not an offer, and VIP Supply is not bound by it.

6.3 A Quotation lapses thirty (30) days after the date stated on it, or earlier if VIP Supply withdraws it in writing before you place an order against it.

6.4 Your order is an offer to buy. VIP Supply accepts your order only when it issues an Order Confirmation to you in writing, and no other act accepts it. A Quotation, an acknowledgement of receipt, an invoice, a payment, a payment authorisation, a shipping notification and a statement by any employee or agent of VIP Supply do not accept your order.

6.5 The Order Confirmation states the commercial terms of that one order. VIP Supply may refuse any order, in whole or in part, including an order already paid for, and will refund any amount you have paid for a refused order within ten (10) Business Days after it refuses the order.

6.6 An additional or different term in your purchase order, your portal, your vendor onboarding form, your pre-printed conditions or any similar document of yours has no effect on this Agreement, whether or not VIP Supply signs or returns that document, and Section 21.9 states the order of precedence that applies instead.

7. Pricing, Payment, Card Payments and Chargebacks

7.1 You shall pay the price stated in the Order Confirmation. Wholesale and volume pricing is quoted for an order pattern and is not published, so the price stated in one Order Confirmation does not fix the price of a later order.

7.2 You shall pay each correct and undisputed invoice within thirty (30) days after you receive it. An invoice is correct if it states the Order Confirmation number, the period or shipment it covers, a line-item description of the amounts charged, and the total due.

7.3 You may withhold an amount you dispute in good faith, if you pay every undisputed amount and tell VIP Supply in writing the basis of the dispute within twenty (20) days after you receive the invoice. A disputed amount does not accrue interest and does not give VIP Supply a right to suspend while you and VIP Supply are working in good faith to resolve the dispute.

7.4 The price is exclusive of sales, use and similar transaction taxes, which you shall pay or for which you shall give VIP Supply a valid exemption certificate. You are not responsible for a tax measured by VIP Supply's income, revenue, property or employees.

7.5 An undisputed amount that is not paid when it is due accrues interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from the day after the due date until it is paid.

7.6 VIP Supply may suspend performance for non-payment of an undisputed amount after it gives you at least ten (10) days' written notice and an opportunity to cure, and will resume performance within two (2) Business Days after it receives payment. Neither you nor VIP Supply may suspend performance, or exercise any set-off, on account of an amount the other has disputed in good faith under Section 7.3.

7.7 Where VIP Supply offers payment by credit or debit card, the charge is processed by a third-party payment processor under that processor's own terms, and VIP Supply does not store your full card number. You authorise VIP Supply and that processor to charge the card you give for the amount stated in the Order Confirmation and for any tax payable on it. No payment processor is engaged on the date of this version, and the Services take no payment.

7.8 Before you ask your card issuer to reverse a charge, you shall send VIP Supply a written notice under Section 19 that identifies the Order Confirmation, the charge and the reason, and you shall allow VIP Supply ten (10) Business Days after it receives that notice to answer it. This Section 7.8 states the only period of that kind in this Agreement and in every document listed in Exhibit B. No document listed in Exhibit B states a different period, and the Returns Policy points at this Section 7.8 rather than stating one of its own.

7.9 A chargeback you initiate without first complying with Section 7.8 is a breach of this Agreement. If it happens, VIP Supply may suspend performance under Section 7.6, may set off the reversed amount against any credit it holds for you, and may withdraw your access under Section 16, and the amount reversed remains payable as a debt.

7.10 If a card charge fails or is reversed, VIP Supply may present it again once within five (5) Business Days after the failure.

7.11 Neither Section 7.8 nor Section 7.9 removes a cardholder's right to dispute a charge with the card issuer, or any right the card network rules give a cardholder. A cardholder may raise a dispute with the card issuer at any time, and Section 7.8 states a notice you agree to give VIP Supply, not a condition the card issuer or the card network applies. The Returns Policy says the same.

8. Policies Incorporated by Reference

8.1 Each document listed in Exhibit B is part of this Agreement by reference, in the version published at the relative address shown in Exhibit B at the time you use the Services or at the time VIP Supply issues the Order Confirmation for your order, whichever applies to the matter in question.

8.2 Exhibit B states, for each of those documents, its published title, its relative address on vipsupplyllc.com, what it governs and its rank in the order of precedence in Section 21.9.

8.3 The Privacy Policy is the only description of VIP Supply's handling of personal information that applies to the Services and to an order VIP Supply accepts. It states what the Services collect through the enquiry form and what the anti-abuse measure on that form records; it also states, in a separate part of its data inventory, what account opening under Section 3, ordering, dispatch, a claim and a refund collect, including the verification record Exhibit A describes. For each of those it states why the information is used, who receives it, how long it is kept and the rights you have over it. Where this Agreement or a document listed in Exhibit B requires you to give VIP Supply information about a person, the Privacy Policy is where that information is described.

8.4 The Returns Policy governs returns, cancellations, refunds and credits for a Product. The Shipping Policy governs dispatch, delivery, transfer of risk, inspection and a claim for shortage or damage in transit. Where either of those documents and the body of this Agreement conflict, Section 21.9 decides which one applies.

9. Acceptable Use

9.1 You shall not copy, scrape, crawl, harvest, index, frame or mirror the Services or any part of them. This Section 9.1 does not restrict a general-purpose search engine from crawling and indexing the Services in the ordinary way, to the extent the robots instructions VIP Supply publishes on the Services allow it.

9.2 You shall not use the Services, or any output of the Services, to train, fine-tune, evaluate or improve a machine-learning or artificial-intelligence model, and shall not build a derived or aggregated data set from them.

9.3 You shall not reach the Services by an automated means, other than a general-purpose search engine acting as Section 9.1 permits, and shall not probe or test the security of the Services or get around an access control, a rate limit or an anti-abuse measure.

9.4 You shall not upload malicious code, send an unsolicited commercial message through the enquiry form, impersonate another person, give false verification information under Section 3, infringe a third party's rights, or use the Services for an unlawful purpose.

9.5 You shall not resell, re-label, re-package or sub-distribute a Product, and shall not supply a Product onward to a person who is not eligible under Section 3, unless a separate signed supply contract with VIP Supply permits it for the Product and the territory in question.

9.6 You shall not say or publish, about any Product, that it diagnoses, treats, cures, mitigates or prevents any disease, and shall not state or imply any efficacy, safety, approval, clearance, certification or clinical outcome for a Product that VIP Supply has not approved for you in writing. You shall not use a patient testimonial, a before-and-after image or a practitioner endorsement about a Product without VIP Supply's prior written approval. If you breach this Section 9.6, VIP Supply may require you in writing to withdraw the statement within two (2) Business Days after it sends that requirement, may withdraw your access under Section 16, and may seek injunctive relief under Section 18.4, and your indemnity in Section 15 applies.

9.7 You shall not use the Services, or hold or move a Product, in breach of an export control law, an economic sanctions law or an import law that applies to you, and you shall not use the Services if United States law prohibits dealing with you.

9.8 If you breach this Section 9, VIP Supply may remove the affected material, may suspend or withdraw your access under Section 16, and may pursue any other remedy available to it, including injunctive relief under Section 18.4.

10. Enquiries and Feedback

10.1 The enquiry form is the only place in the Services where you are asked to type information. The Services also record technical information automatically when you use them, and disclose your internet protocol address to the operator of the web-font service a page loads a font from, and the Privacy Policy describes both and names that operator. Information you give VIP Supply to open an account under Section 3, to place an order, or to make a claim does not come through the enquiry form, and the Privacy Policy describes that as well. An enquiry is not an order, is not a Quotation and does not bind VIP Supply.

10.2 You represent that the information you send through the enquiry form is accurate, that you are entitled to send it, and that it does not include a third party's confidential information, a patient identifier, a patient record or other health information about an identifiable person. You shall not send any of those things through the Services. If you do, VIP Supply may delete the information and may withdraw your access under Section 16, and your indemnity in Section 15 applies to a claim that arises out of it.

10.3 You grant VIP Supply a non-exclusive, non-transferable and royalty-free licence to use Feedback to improve VIP Supply's own products and offerings. That licence does not extend to your confidential information, to data about your customers or patients, to intellectual property you own or license from a third party, or to anything that would require you to grant a licence under a patent you own or control.

10.4 Nothing in Section 10.3 assigns any intellectual property, you are not obliged to send Feedback, and VIP Supply is not obliged to use Feedback or to pay for it.

11. Linked Sites, Partners and Affiliate Links

11.1 The Services link to a number of websites operated by partner and affiliate businesses, each of them a Linked Site. Each Linked Site is operated independently of VIP Supply, by a separate business VIP Supply does not control, does not own and does not speak for.

11.2 VIP Supply does not adopt, endorse, verify or take responsibility for anything a Linked Site says, sells, claims or does, including a claim about an item it sells, a price, an availability statement, a clinical statement and a regulatory statement. A statement made on a Linked Site is the statement of the business that operates that Linked Site.

11.3 A link from the Services to a Linked Site is not a representation that the operator of that Linked Site is a licensee, an agent, a joint venturer or a partner of VIP Supply, and it is not a representation that an item on that Linked Site is available or lawful where you are.

11.4 A link to a Linked Site may earn VIP Supply a referral fee or a commission. A referral fee does not change Section 11.2, and VIP Supply does not adopt a claim because it is paid for a referral.

11.5 This Agreement does not govern your use of a Linked Site. The terms and the privacy practices of that Linked Site govern that use, and you should read them. Nothing in this Section 11.5 limits this Agreement as it applies to the Services, to an Order Confirmation or to a Product VIP Supply supplies to you.

12. Intellectual Property

12.1 VIP Supply and its licensors own the Services, the software behind them and all content in them, and own every trademark, trade name, logo and brand name of VIP Supply used in them. A trademark, trade name, logo or brand name of another business that appears in the Services belongs to that business, is used for identification only, and Section 11.1 and Section 11.2 state how that business and its statements stand in relation to VIP Supply.

12.2 You shall not remove, obscure or alter a proprietary notice in the Services, and you shall not use VIP Supply's name, a trademark of VIP Supply, a trade name of VIP Supply or a logo of VIP Supply in any material, announcement or listing without VIP Supply's prior written consent for that use.

12.3 A breach of this Section 12 causes harm that money alone cannot repair, and VIP Supply may seek injunctive relief under Section 18.4 in addition to any other remedy available to it.

12.4 VIP Supply does not host material submitted by the public, does not publish user-submitted content, and does not operate a repeat-infringer process, so no notice-and-takedown procedure is published on the Services. If you believe content in the Services infringes a right you own, write to VIP Supply under Section 19 and VIP Supply will review the content.

13. Disclaimers

13.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIP SUPPLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR A USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF TITLE OR NON-INFRINGEMENT.

13.2 VIP SUPPLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT A DEFECT WILL BE CORRECTED, OR THAT THE SERVICES OR ANY SERVER BEHIND THEM ARE FREE OF HARMFUL CODE. VIP SUPPLY GIVES NO UPTIME COMMITMENT. NO ADVICE OR INFORMATION YOU GET FROM VIP SUPPLY CREATES A WARRANTY THAT THIS SECTION 13 DOES NOT STATE.

13.3 VIP SUPPLY GIVES NO WARRANTY OF ANY CLINICAL, THERAPEUTIC, DIAGNOSTIC OR LABORATORY RESULT, AND NO WARRANTY THAT A PRODUCT IS FIT FOR A PARTICULAR MEDICAL, VETERINARY OR DIAGNOSTIC USE. VIP SUPPLY DOES NOT WARRANT THAT IT HOLDS, OR THAT A PRODUCT HAS, ANY REGULATORY APPROVAL, CLEARANCE, LICENCE, LISTING OR CERTIFICATION.

13.4 This Agreement gives no warranty about a Product. The only express warranty for a Product is the one stated in the Order Confirmation for that Product or in a separate signed supply contract between you and VIP Supply, and the remedy for a breach of that warranty is the remedy stated in the document that gives it.

13.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OR ALL OF THIS SECTION 13 MAY NOT APPLY TO YOU, AND THIS SECTION 13 DOES NOT EXCLUDE A WARRANTY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

14. Limitation of Liability

14.1 NEITHER YOU NOR VIP SUPPLY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL OR LOSS OF ANTICIPATED SAVINGS, HOWEVER CAUSED AND WHATEVER THE THEORY OF LIABILITY, EVEN IF TOLD THAT THOSE DAMAGES WERE POSSIBLE.

14.2 THE TOTAL AGGREGATE LIABILITY OF EACH OF YOU AND VIP SUPPLY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, IS LIMITED TO THE GREATER OF US$1,000 AND THE AMOUNTS YOU PAID OR OWED VIP SUPPLY IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE LIABILITY. MORE THAN ONE CLAIM DOES NOT ENLARGE THAT LIMIT.

14.3 Section 14.1 and Section 14.2 do not apply to (a) fraud or fraudulent misrepresentation by a party, (b) a party's gross negligence or willful misconduct, (c) death or personal injury caused by a party's negligence, (d) your obligations under Section 15, (e) VIP Supply's breach of the Privacy Policy, (f) a party's obligation to pay amounts due under this Agreement, and (g) any liability that cannot be limited or excluded under applicable law.

14.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS IN THIS SECTION 14, SO SOME OR ALL OF THEM MAY NOT APPLY TO YOU.

14.5 The limits in this Section 14 are an essential basis of the bargain between you and VIP Supply. Section 21.3 states what happens if a court holds Section 14.2 unenforceable as to you.

15. Your Indemnity

15.1 You shall defend VIP Supply and its affiliates, members, officers, employees and agents against a claim, demand, suit or proceeding brought against any of them by a third party to the extent it arises out of (a) your use of the Services in breach of this Agreement, (b) your breach of Section 3, Section 9 or Section 10.2, (c) your handling, storage, dispensing, administration, onward supply or resale of a Product, or (d) a statement you make about a Product that VIP Supply has not approved for you in writing. You shall indemnify them against damages, liabilities, fines and penalties finally awarded against them in that claim, amounts paid in settlement of that claim as Section 15.3 permits, and the reasonable cost of defending that claim.

15.2 VIP Supply shall give you written notice of a claim under Section 15.1 within ten (10) Business Days after it receives written notice of that claim. A failure to give that notice on time reduces your obligation only to the extent the delay materially prejudices the defence of the claim, and does not otherwise release you.

15.3 You control the defence and settlement of a claim under Section 15.1, with counsel VIP Supply finds acceptable on reasonable grounds, and VIP Supply shall give you reasonable cooperation at your expense. VIP Supply may take part in the defence at its own cost with counsel of its own choosing. You shall not settle a claim, or consent to a judgment, that admits fault by VIP Supply, that imposes a non-monetary obligation on VIP Supply, or that does not unconditionally release VIP Supply, without VIP Supply's prior written consent, and VIP Supply shall not withhold that consent on unreasonable grounds.

15.4 If you do not take up the defence of a claim within fifteen (15) days after VIP Supply gives you notice of it, VIP Supply may defend the claim itself, you shall reimburse its reasonable cost of doing so as that cost is incurred, and you remain liable for the claim.

15.5 This Section 15 states your whole obligation for the claims it covers, and neither you nor VIP Supply owes the other an indemnity for a claim that is not a third-party claim.

16. Refusal and Withdrawal of Access

16.1 This Agreement applies for as long as you use the Services, and continues to apply to an order after VIP Supply has accepted it, until every obligation under that order has been performed.

16.2 VIP Supply may refuse your enquiry, block a submission, or suspend or withdraw your access to the Services, in whole or in part, if it reasonably believes that you have breached Section 3, Section 7, Section 9 or Section 10.2, or that the step is needed to protect the Services, another user or VIP Supply. VIP Supply operates an automated anti-abuse measure on the enquiry form, and the Privacy Policy describes what that measure records and for how long.

16.3 Where a person at VIP Supply decides to suspend or withdraw your access, VIP Supply will tell you the reason within two (2) Business Days after the suspension or withdrawal begins, unless the law prevents it from doing so or it has no address for you. Where the automated anti-abuse measure in Section 16.2 refuses or blocks a submission, no message is sent to the sender and VIP Supply does not notify the refusal. Section 19.3 states how to write in and ask for an automated refusal to be looked at by a person, and the Privacy Policy states the same route.

16.4 A withdrawal of access does not cancel an order VIP Supply has already accepted. The effect of termination of an accepted order, including any refund and the return of a Product, is governed by the Returns Policy and the Shipping Policy.

16.5 VIP Supply may pursue any remedy available to it for a breach that occurred before it withdrew your access, and Section 21.8 states which Sections survive.

17. Dispute Resolution, Individual Actions and Jury Waiver

17.1 Before you or VIP Supply starts a proceeding, the one with the complaint shall send the other a written notice under Section 19 that describes the dispute, states the relief sought and gives contact details, and you and VIP Supply shall then confer in good faith for thirty (30) days after the date that notice is sent.

17.2 Either you or VIP Supply may bring an individual claim in a small-claims court that has jurisdiction without first complying with Section 17.1.

17.3 Section 17.1 does not prevent you or VIP Supply from seeking injunctive or other equitable relief under Section 18.4.

17.4 YOU AND VIP SUPPLY EACH AGREE THAT EACH MAY BRING A CLAIM AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. NO COURT OR OTHER DECISION-MAKER MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON WITHOUT THE WRITTEN CONSENT OF EVERY PERSON AFFECTED.

17.5 Section 17.4 does not apply to a claim that applicable law does not permit a person to waive in advance, including a claim arising out of a sexual assault dispute or a sexual harassment dispute. If a court holds Section 17.4 unenforceable as to a particular claim, Section 17.4 does not apply to that claim and the rest of this Section 17 continues to apply.

17.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VIP SUPPLY EACH IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE SERVICES, A PRODUCT OR THIS AGREEMENT. EACH OF YOU AND VIP SUPPLY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AFTER HAVING HAD THE OPPORTUNITY TO CONSULT A LAWYER OF ITS OWN CHOOSING.

17.7 Nothing in this Agreement shortens the period within which you or VIP Supply may bring an action arising out of or relating to this Agreement. That period is set by applicable law.

18. Governing Law and Venue

18.1 The laws of the State of Texas govern this Agreement and every claim, dispute and cause of action arising out of or relating to this Agreement, the Services, a Product, their negotiation, formation, performance, breach, termination or subject matter, whether in contract, tort, statute, equity or otherwise, without giving effect to any conflict-of-laws rule that would apply the law of another jurisdiction.

18.2 Subject to Section 17.2 and Section 18.4, you and VIP Supply each submit to the exclusive jurisdiction of the state and federal courts located in the venue named in this Section 18.2. Harris County, Texas is that venue, and each of you and VIP Supply consents to personal jurisdiction in those courts and waives any objection to venue there and any defence of inconvenient forum.

18.3 THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT OR TO ANY SALE OF A PRODUCT UNDER IT.

18.4 Either you or VIP Supply may seek temporary, preliminary or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of Section 9 or Section 12, without first complying with Section 17.1.

18.5 Section 18.1 and Section 18.2 do not displace a consumer-protection statute, a licensing rule or another law of your own state or country that applies to you and that cannot be waived by contract. Those provisions choose the forum and the governing law; they do not reduce a right that law gives you.

19. Notices and Contact

19.1 You consent to receive from VIP Supply, in electronic form, every notice, disclosure and record that applicable law would otherwise require in writing, and you agree that an electronic record satisfies that requirement. You may withdraw that consent by writing to VIP Supply under Section 19.3, and VIP Supply may then withdraw your access under Section 16 because it cannot operate the Services for you without electronic notice.

19.2 VIP Supply gives you notice by email to the address you most recently gave it, or by posting the notice on the Services where it has no email address for you.

19.3 You give VIP Supply notice by email to info@vipsupplyllc.com. For a notice of breach, a notice under Section 7.8, a notice of a claim under Section 15, and a notice of dispute under Section 17.1, you shall also send a copy by courier to: VIP Supply LLC, Attn: Jayesh Patel, Partner, 1700 Market Street, Suite 1005, Philadelphia, PA 19103.

19.4 A notice must state the Section of this Agreement it is given under. A notice sent by email is given on the date it is transmitted where it is transmitted before 5:00 p.m. local time of the recipient on a Business Day, and otherwise at 9:00 a.m. local time of the recipient on the next Business Day, and in each case only where the sender receives no automated rejection or non-delivery message. Each document listed in Exhibit B states the same rule in the same words. A notice sent by courier is given one (1) Business Day after the carrier's electronic tracking record shows that the carrier accepted it for delivery. A notice that does not comply with this Section 19 is not given, and no cure period or other period in this Agreement starts to run on it. This Section 19.4 does not apply to a claim notice a document listed in Exhibit B requires to be given in a form that document states; each of those documents states what its own claim notice must contain and whether it must cite a Section.

19.5 A marketing message is not a notice under this Section 19. VIP Supply does not send marketing email, and does not send a text message, from information given through the enquiry form. The Services publish no consent tick-box and operate no text-message programme. If VIP Supply introduces either, it will collect the consent applicable law requires before the first message goes out, each message will carry a method of unsubscribing, and the Privacy Policy will say so before the collection starts.

19.6 The contact address for a question about this Agreement, and for a question about personal information, is info@vipsupplyllc.com. VIP Supply's telephone number is (267) 900-4229 and its fax number is (267) 900-4230.

20. Changes to This Agreement

20.1 VIP Supply may change this Agreement. It will publish the changed version at vipsupplyllc.com with a new version number and a new "Last updated" date.

20.2 A change that reduces your rights or increases your obligations takes effect fourteen (14) days after the date VIP Supply publishes it. Any other change takes effect on the date VIP Supply publishes it.

20.3 A change does not apply to an order VIP Supply accepted before the change took effect. The version of this Agreement in force on the date of the Order Confirmation governs that order.

20.4 If you do not accept a change, stop using the Services before the change takes effect. Your use of the Services after a change takes effect is your acceptance of the changed version.

20.5 VIP Supply keeps every superseded version of this Agreement and of each document listed in Exhibit B, and will send you a copy of a superseded version within five (5) Business Days after it receives a written request for it under Section 19.3.

20.6 No employee or agent of VIP Supply may change this Agreement other than under this Section 20. A course of dealing, a course of performance, a usage of trade, an oral statement, an email exchange and an answer to a support enquiry do not change this Agreement and do not waive any provision of it.

21. General Provisions

21.1 You may not assign, delegate or otherwise transfer this Agreement or any right or obligation under it, in whole or in part, whether voluntarily, involuntarily, by operation of law, by merger, consolidation or reorganisation, by sale of all or substantially all of your assets or equity, or by a change in the person who controls you, without VIP Supply's prior written consent. A purported assignment, delegation or transfer in breach of this Section 21.1 is null and void and of no force or effect, and the purported assignee acquires no right, title or interest in this Agreement or in any right or obligation under it. VIP Supply may assign this Agreement in its entirety to an affiliate, or to a successor in a merger, a reorganisation, a change in the person who controls VIP Supply, or a sale of all or substantially all of its assets or of the business this Agreement relates to.

21.2 This Agreement, together with Exhibit A, Exhibit B and every document listed in Exhibit B, is the whole of what you and VIP Supply have agreed about the Services, and it supersedes every prior statement and understanding about the Services. You acknowledge that you rely only on the provisions of this Agreement and on no other statement, representation, projection or estimate by VIP Supply. This Section 21.2 does not supersede, and does not limit, an Order Confirmation, a separate signed supply contract between you and VIP Supply, or a separate signed non-disclosure undertaking between you and VIP Supply. Nothing in this Section 21.2 limits VIP Supply's liability for fraud based on an express provision of this Agreement.

21.3 If a provision of this Agreement is held unenforceable, it is reformed to the minimum extent needed to make it enforceable while preserving its intent, and if it cannot be reformed it is severed, in each case only as to the affected jurisdiction and the affected provision, and the rest of this Agreement continues in force. If Section 13 or Section 14.2 is held unenforceable as to you, in whole or in a material part, VIP Supply may withdraw your access under Section 16, may cancel any order it has accepted from you, and will refund any amount you have paid for the cancelled order within ten (10) Business Days after it cancels the order. Section 17.5 states what happens if Section 17.4 is held unenforceable.

21.4 A failure or delay by VIP Supply in exercising a right is not a waiver of that right, and no single or partial exercise of a right prevents a further exercise of it. A waiver is effective only if VIP Supply gives it in writing, identifies the provision waived, and is signed by a person VIP Supply has authorised, and then only for the instance and the purpose stated. VIP Supply's acceptance of a payment or of performance does not waive any other or later breach. Every right and remedy in this Agreement is cumulative, except where a provision expressly states that a remedy is the sole and exclusive remedy.

21.5 Neither you nor VIP Supply is liable for a failure or delay in performing that is caused by an event beyond its reasonable control, including a natural disaster, a severe weather event, a fire, a war, an act of terrorism, a civil disturbance, an epidemic, a pandemic, another outbreak of communicable disease, a public health emergency, a government order, a quarantine, a travel restriction, a general labour disturbance not limited to its own personnel, a failure of a public utility, a common carrier or the public internet that it did not cause, and a cyberattack that did not result from its own failure to maintain the security of its systems. Financial inability to perform, a change in cost, a change in market conditions, a labour dispute involving its own personnel, a failure to maintain business continuity, and an act or omission of the affected party's own supplier are not events of that kind, except that an act or omission of that supplier is an event of that kind where it is itself caused by an event this Section 21.5 describes as to that supplier and the affected party cannot obtain substitute performance on commercially reasonable terms. The Shipping Policy states the same scope in the same words. Relief under this Section 21.5 is available only if the affected party gives the other written notice under Section 19 within five (5) Business Days after the event begins and takes reasonable steps to mitigate the effect of the event. An obligation to pay an amount for a Product already delivered is not excused. If the event prevents performance of an obligation for thirty (30) consecutive days or more, either you or VIP Supply may terminate an affected order on written notice, and VIP Supply will refund any amount you have paid for the terminated order within ten (10) Business Days after that notice is given.

21.6 You and VIP Supply are independent. This Agreement does not create a partnership, a joint venture, an employment relationship or an agency, and neither of you may hold itself out as having authority to bind the other.

21.7 This Agreement is for the benefit of you and VIP Supply and their respective permitted successors and assigns, and gives no other person a right to enforce it. The one exception is that each person named in Section 15.1 may enforce Section 15, and a person who enforces Section 15 is bound by Section 14, Section 17 and Section 18.

21.8 Section 1, Section 3.5, Section 9, Section 10.2, Section 12, Section 13, Section 14, Section 15, Section 17, Section 18, Section 19 and Section 21 survive the end of this Agreement, as does any obligation to pay an amount that accrued before it ended, and each of them survives without a stated end date. Section 21.8 does not set the period within which a claim may be brought, which Section 17.7 addresses.

21.9 Where two documents that apply to you conflict, the ranking is: first, a separate signed supply contract between you and VIP Supply; second, an Order Confirmation, and only for the commercial terms it states; third, each document listed in Exhibit B, on the subject stated for that document in Exhibit B; fourth, the body of this Agreement; fifth, Exhibit A and Exhibit B. On a subject Exhibit B does not state for a document it lists, the body of this Agreement prevails over that document. This is the only ranking of documents in this Agreement or in any document listed in Exhibit B, and each of those documents restates it rather than stating a second one. The notice in Section 7.8, and the period in it, are a subject of the body of this Agreement and are not a subject of the Returns Policy. No purchase order, invoice, receipt, portal screen, onboarding form or other document either you or VIP Supply issues changes this Agreement, and an additional or conflicting provision in a document of that kind has no effect.

21.10 This Agreement is written in English, and the English version governs its interpretation.

Exhibit A — Buyer Categories and the Verification Record

Exhibit A, version 1.0, dated November 4, 2026. Exhibit A is part of this Agreement and ranks under Section 21.9.

Part 1 — the buyer categories named on the Services

The licence types VIP Supply accepts inside each category, and the states and countries each category is open to, are set by VIP Supply at the time of verification and are not published. Ask VIP Supply before you place an order.

Part 2 — the verification record

Exhibit B — Documents Incorporated by Reference, and Their Rank

Exhibit B, version 1.0, dated November 4, 2026. Exhibit B is part of this Agreement and ranks under Section 21.9.

The version of each document in force is the version published at the relative address shown, which each document states on its face. Section 20.5 states how to get a superseded version.

No document behind a link other than one listed in Exhibit B is part of this Agreement. A document on a Linked Site is never part of this Agreement.