Last Updated: April 7, 2026

These Wholesale Terms (the “Wholesale Terms”) govern wholesale purchasing and any authorized downstream resale of products offered by Medvinci Research LLC (“Medvinci Research,” “we,” “us,” or “our“) through www.medvinciresearch.com and affiliated approved 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 our Terms of Service and Privacy Policy (collectively, the “Agreement”).

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1. Eligibility & Onboarding

1.1 Qualified Buyers

Wholesale program access is limited to bona fide businesses and institutions engaged in lawful non-clinical, non-diagnostic, non-therapeutic, research, analytical, manufacturing support, or quality-control activities, including universities, research laboratories, biotechnology companies, pharmaceutical companies, contract research organizations, analytical testing organizations, industrial laboratories, and science-based distributors approved in writing by Medvinci Research.

1.2 Excluded Buyers

Wholesale access is not available to individual consumers, personal purchasers, residential end users, or any party seeking products for human use, animal use, clinical use, diagnostic use, therapeutic use, compounding, dispensing, office administration, or patient-facing applications.

1.3 Verification

We may require proof of legal entity status, institutional affiliation, tax/resale certificates, EIN, beneficial ownership information, references, sanctions screening (including OIG/OFAC where applicable), intended non-human-use statements, and other diligence materials reasonably requested by Medvinci Research. Buyer authorizes Medvinci Research to conduct due diligence and represents that all information provided is accurate, complete, and will be kept current.

1.4 No Consumer Sales

Wholesale is not available to individual consumers. Medvinci Research may reject, suspend, or terminate any account or application at its discretion.

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2. Regulatory Posture & RUO Restrictions

2.1 Research Use Only

All catalog products sold through the wholesale program are Research Use Only (RUO). They are not drugs, biologics, foods, cosmetics, or dietary supplements and are not for human use, animal use, diagnosis, therapy, prevention, treatment, compounding, or administration of any kind.

2.2 No Clinical or Human-Use Channel

This wholesale program does not include any prescription, telehealth, pharmacy, clinical, provider-dispensing, office-use, or patient-fulfillment channel. No wholesale order may be submitted, accepted, fulfilled, or resold for any such purpose.

2.3 Buyer Restrictions

Buyer shall not use, market, resell, distribute, or transfer products for human or animal administration, clinical or diagnostic use, patient-specific use, therapeutic use, or any other prohibited purpose. Buyer shall not describe products as suitable or intended for injection, ingestion, inhalation, topical administration, or any other route of administration to humans or animals.

2.4 No Therapeutic Claims

Buyer shall not make any disease claim, treatment claim, body-function claim, weight-loss claim, wellness claim, anti-aging claim, performance claim, or other marketing or promotional statement suggesting that any product is intended to affect the structure or function of the human or animal body or to diagnose, cure, mitigate, treat, or prevent disease.

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3. Downstream 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 or transfer requires our prior written consent.

3.2 No Consumer Resale

Buyer shall not resell products to individual consumers, for residential delivery, or through consumer-facing channels unless expressly approved in writing by Medvinci Research for a lawful non-consumer, non-human-use purpose.

3.3 Approved Downstream Buyers Only

If Buyer is authorized in writing to resell products, Buyer may resell only to bona fide commercial or institutional purchasers engaged in lawful, non-human-use scientific activities and only subject to written restrictions at least as protective as these Wholesale Terms.

3.4 Online Marketplaces

Buyer shall not list or sell products on third-party marketplaces (including Amazon, eBay, Walmart, or similar platforms) without our prior written consent.

3.5 Repack/Relabel

No repackaging, relabeling, white-labeling, or alteration of COAs, SDS, lot numbers, expiry information, warnings, or packaging is permitted without our prior written approval. Buyer must preserve Medvinci Research traceability at all times.

3.6 Trademarks & Materials

Medvinci Research grants a limited, revocable, non-exclusive, non-transferable license to use our marks, product names, and approved product images solely to market and sell genuine Medvinci Research products within authorized territory and channels, subject to our brand guidelines. All goodwill accrues to Medvinci Research, and this license terminates automatically on breach or program exit.

3.7 MAP (Minimum Advertised Price)

Buyer agrees to comply with our MAP Policy, as updated from time to time. Violations may result in order suspension, termination, and/or chargebacks of promotional subsidies.

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4. Orders, Pricing & Changes

4.1 Orders

Orders are offers to buy. Acceptance occurs only when Medvinci Research confirms an order in writing or ships the applicable products. We may accept, reject, allocate, delay, cancel, or partial-ship any order in our discretion.

4.2 Quotes & Pricing

Written quotes are valid for the period stated in the quote (or 15 days if none is stated). Prices are exclusive of taxes, duties, shipping, insurance, handling fees, and surcharges. We may adjust pricing upon notice, including immediate adjustment for shipping or input-cost surcharges.

4.3 MOQs/Forecasts

Certain SKUs may require minimum order quantities, lead times, or rolling forecasts. Custom synthesis, special-order, and made-to-order items are non-cancellable/non-returnable (NC/NR) once accepted.

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5. Payment Terms; Taxes; Chargebacks

5.1 Terms

Unless otherwise agreed in writing, wholesale payment terms are Net 30 from invoice date, payable in ACH or wire to the account specified by Medvinci Research. Other payment methods may require prior written approval and may be subject to additional fees.

5.2 Late Fees

Time is of the essence. Past-due balances accrue interest at 1.5% per month (or the maximum amount permitted by law, if lower). Buyer shall pay reasonable collection costs and attorneys’ fees where permitted by law.

5.3 Application of Payments

Medvinci Research 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 our net income). Valid resale or exemption certificates must be on file prior to invoicing where applicable.

5.5 No Chargebacks

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6. Security Interest; UCC Filings

6.1 PMSI

Until paid in full, Buyer grants Medvinci Research a purchase-money security interest (PMSI) in Products and proceeds. Buyer authorizes us to file UCC-1 financing statements and agrees to execute documents and provide information reasonably requested to perfect or maintain that interest.

6.2 Remedies

Upon default, Medvinci Research may repossess or demand return of Products at Buyer’s expense and exercise all rights and remedies available under the UCC and other applicable law, without prejudice to any other rights.

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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

Medvinci Research may select carriers and shipping methods, including validated cold-chain services where applicable. Shipping times are estimates only.

7.3 Cold-Chain & Storage on Receipt

Temperature-sensitive shipments may include validated packaging, indicators, and/or data loggers. Buyer must promptly inspect, receive, refrigerate, freeze, or otherwise store products per the product datasheet and maintain appropriate storage records.

7.4 Import / Local Compliance

Buyer is solely responsible for ensuring that importation, possession, resale, transfer, and use of products in Buyer’s jurisdiction comply with applicable law.

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8. Inspection, Acceptance & RMAs

8.1 Inspection Window

Buyer must inspect shipments upon receipt and notify Medvinci Research in writing within 48 hours of delivery of any shortages, visible damage, temperature excursions, or other non-conformities. Notice must include photos and, where applicable, indicator or data-logger evidence.

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 stated expiry.

8.3 RMAs

No returns are permitted without a written Return Merchandise Authorization (RMA). Unauthorized returns may be refused.

8.4 Final Sale Items

Temperature-controlled, sterile, custom, special-order, or made-to-order Products are final sale except where Medvinci Research confirms a verified non-conformity in writing. For other permitted returns, a 20% restocking fee may apply, Products must be unopened and in original condition, and Buyer bears return freight risk and cost.

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9. Quality, Documentation & Storage

9.1 COA / SDS

Each applicable lot ships with or provides access to Certificates of Analysis (COA) and Safety Data Sheets (SDS), where applicable.

9.2 Storage

Buyer shall store Products in accordance with the applicable datasheet, label instructions, and good laboratory practices, including temperature, light, moisture, segregation, and freeze-thaw controls where applicable.

9.3 Audit / Traceability

Upon reasonable notice, Buyer shall provide lot traceability records and other compliance documentation reasonably necessary to verify storage controls, downstream restrictions, and compliance with these Wholesale Terms. Medvinci Research will protect Buyer’s confidential information using reasonable care.

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10. Recalls, Field Actions & Corrective Measures

Buyer shall cooperate with any recall, withdrawal, quarantine, field correction, or related corrective action, including inventory holds, notifications, traceability support, and other reasonably requested actions. Cost allocation, where applicable, will reflect cause and customary commercial practice.

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11. Export Controls, Sanctions & Anti-Diversion

Buyer shall not export, re-export, transfer, or sell Products in violation of U.S. export control and sanctions laws, including applicable EAR and OFAC requirements. Buyer shall maintain reasonable controls to prevent diversion to prohibited end users, prohibited destinations, or prohibited end uses, including any human or animal administration.

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12. Insurance

Buyer shall maintain commercially reasonable insurance appropriate to its operations, including not less than $1,000,000 per occurrence of commercial general liability coverage, and shall name Medvinci Research as an additional insured upon request where commercially appropriate.

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13. Confidentiality & Data

13.1 Confidential Information

Non-public information disclosed by either party, including pricing, COAs, methods, specifications, SOPs, and business materials, is confidential. The receiving party shall use such information only as necessary to perform under this Agreement and shall protect it with reasonable care.

13.2 Data

Each party shall process any personal data in compliance with applicable law and the Privacy Policy, as applicable. Buyer shall not scrape, harvest, or misuse Site data.

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14. Warranties; Disclaimers

14.1 Limited Conformity Warranty

Medvinci Research warrants only that, at the time of shipment, Products will materially conform to the applicable COA, if any, when stored and handled as directed.

14.2 Exclusive Remedy

Buyer’s exclusive remedy and our sole obligation for breach of the limited warranty is, at our option, replacement of the non-conforming Product or refund of the purchase price paid for that Product upon return or documented destruction, as directed by Medvinci Research.

14.3 AS-IS; No Other Warranties

EXCEPT FOR THE LIMITED WARRANTY ABOVE, PRODUCTS ARE PROVIDED “AS IS.” MEDVINCI RESEARCH 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. ALL PRODUCTS ARE RESEARCH USE ONLY AND NOT FOR HUMAN OR ANIMAL USE, DIAGNOSTIC USE, OR THERAPEUTIC USE.

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15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDVINCI RESEARCH SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, BUSINESS INTERRUPTION, OR SUBSTITUTE PROCUREMENT COSTS) 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. MEDVINCI RESEARCH’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

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16. Force Majeure

Medvinci Research is not liable for delays or failures caused by events beyond its reasonable control, including raw-material shortages, labor issues, acts of God, epidemics, government actions, carrier failures, utility outages, or supply-chain disruptions. Affected obligations are suspended for the duration of the event.

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17. Suspension & Termination

Medvinci Research may suspend shipments, cancel orders, or terminate wholesale privileges immediately for breach, payment default, false onboarding information, diversion risk, marketplace violations, prohibited marketing, suspected human-use intent, or any legal or compliance concern. Sections intended to survive, including payment, confidentiality, intellectual property, warranty disclaimers, limitation of liability, and governing law, shall survive termination.

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18. Governing Law & Venue

This Agreement is governed by the laws of the State of Wyoming, without regard to conflicts-of-law 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.

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19. Assignment; Setoff

Buyer may not assign or transfer rights or obligations under this Agreement without our prior written consent. Medvinci Research may assign freely. Medvinci Research may set off any amounts owed to Buyer against amounts Buyer owes to us.

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20. Notices

Notices must be in writing and will be deemed given when sent by email with confirmation, certified mail, or reputable courier to the addresses above or to such updated address as a party may designate in writing.

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21. Miscellaneous

21.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship.

21.2 Entire Agreement; Order of Precedence

These Wholesale Terms, together with referenced policies, written quotes, and order confirmations, constitute the entire agreement regarding wholesale purchases and supersede prior proposals or discussions on that subject. Conflicts are resolved in this order: (1) a mutually executed written addendum; (2) Medvinci Research order confirmation or quote, but only to the extent it expressly varies these terms; (3) these Wholesale Terms; and (4) posted policies. Buyer’s purchase orders or standard terms are rejected and of no effect.

21.3 Amendments; Waivers

No amendment is effective unless in writing and signed by an authorized representative of Medvinci Research. No waiver is effective unless in writing and signed by the waiving party.

21.4 Severability

If any provision is held unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

21.5 Headings

Headings are for convenience only and do not affect interpretation.

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