Turning Advanced Extraction Science Into Better Natural Products

Great Ingredients Fail Without the Right Science Behind Them

Inconsistent inputs, impurities, and poor bioavailability are why most natural products underperform.“Good enough” extraction isn’t good enough.

Built for Brands That Take Quality Seriously

Science-first. Proprietary and licensed technologies. Tight process control. A team fluent in both R&D and manufacturing. We’re not a commodity extractor—we’re a technical partner.

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Terms & Conditions

CHARLOTTE EXTRACTION LABS LLCTERMS AND CONDITIONS OF SALERev. 03-10-20261. Applicability.(a) These terms and conditions of sale (these “Terms”) govern the sale of Products by CHARLOTTE EXTRACTION LABS LLC, a Delaware limited liability company (“Charlotte”) to the Buyer (“Buyer”). As used in these Terms, “Product” individually means, and “Products” collectively mean, all goods sold or to be sold by Charlotte to Buyer, whether finished products, raw materials, products to be manufactured, or any combination thereof. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.(b) Any Quotation (as defined in Section 3(a) below), sales confirmation, invoice or other sales document issued by Charlotte to Buyer relating to the Products (each a “Sales Document”), together with these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms shall prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether or when Buyer has submitted its order or such terms. Charlotte’s agreement to sell Products to Buyer is expressly conditioned on Buyer’s unqualified acceptance of these Terms. If for any reason these Terms or any sales acknowledgment issued by Charlotte is deemed to be an acceptance of a prior offer made by Buyer, such acceptance is expressly conditioned on Buyer’s assent to only the terms and conditions contained in these Terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.2. Ordering Procedure. Buyer’s orders (each a “Purchase Order”) shall be submitted to Charlotte through its designated custom online order form or any other method approved by Charlotte in writing. Any verbal orders for Products submitted by Buyer must be confirmed in writing by Charlotte. Charlotte has the right, in its sole discretion, to accept or reject any Purchase Order for any reason or for no reason. Charlotte may accept any Purchase Order by confirming the order (whether by written confirmation or other Sales Document) or by delivering such Products, whichever occurs first. No Purchase Order is binding on Charlotte unless accepted by Charlotte as provided in these Terms. Buyer may not cancel or suspend any Purchase Order for Products submitted to Charlotte without Charlotte’s prior written authorization.3. Price; Taxes.(a) Prices. All prices for Products are stated and payable in U.S. dollars. The price for Products shall be Charlotte’s price in effect as of the date that Charlotte accepts Buyer’s Purchase Order, unless Charlotte has quoted a different or separate Price for the Products in a written quotation specifically issued to Buyer (a “Quotation”). Each Quotation shall remain open for the time period stated therein or, if no time period is stated in the Quotation, for a period of thirty (30) days from the date of the Quotation; provided, however, that Charlotte shall have the right to adjust the price of any Product listed in a Quotation prior to acceptance of a Purchase Order submitted by Buyer for such Quotation. Pricing per SKU shall be confirmed via Charlotte’s custom online order form.(b) Taxes. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer (collectively, “Taxes”). Taxes shall be in addition to the prices charged by Charlotte. Buyer shall be responsible for all such Taxes; provided, however, Buyer shall not be responsible for any Taxes imposed on, or with respect to, Charlotte’s income, revenues, gross receipts, personnel, or real or personal property or other assets. To the extent that Buyer is exempt from any Tax, an applicable exemption certificate must be on-file with Charlotte or accompany any Purchase Order to which such exemption applies.4. Payment. Charlotte shall send Buyer invoices via mail, email or facsimile for each accepted Purchase Order. Unless otherwise agreed to by Charlotte in writing, all invoices are due and payable prior to delivery of the Products. Payments due to Charlotte must be made by wire transfer, ACH, or check. Charlotte reserves the right to change or modify payment terms upon thirty (30) calendar days’ notice to Buyer. Buyer shall have no right to offset or withhold under these Terms. Any amounts not paid by Buyer when due to Charlotte shall be subject to late fees, from the date due until paid, at the rate of one- and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If Buyer fails to make any payments in accordance with these Terms or is otherwise in default with respect to any non-monetary obligation to Charlotte, Charlotte may at its sole option: (i) defer shipments until Buyer re-establishes satisfactory credit; (ii) cancel the unshipped portion of any Purchase Order and invoice Buyer for incurred costs, including collection costs, and reasonable profit without any liability on the part of Charlotte for failure to ship; or (iii) make shipment to Buyer on a C.O.D. or cash in advance basis. Each of the foregoing remedies shall be in addition to any other rights and remedies available to Charlotte. If Charlotte has reasonable grounds for insecurity related to Buyer’s performance under these Terms, Charlotte may demand adequate written assurance of Buyer’s performance and, until Charlotte receives such assurance, may suspend any performance that is subject to the request for assurance without breaching these Terms.5. Delivery. Products will be delivered within a reasonable time after acceptance of Buyer’s Purchase Order, subject to availability of the Products. All deliveries shall be F.O.B. Charlotte’s facility (as defined under the North Carolina Uniform Commercial Code). Charlotte may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for quantities shipped, whether such shipment is in whole or partial fulfillment of Buyer’s Purchase Order. Title to and all risk of loss or damage to the Products shall pass to Buyer upon delivery of the Products to the carrier for shipment. Regardless of whether Buyer or Charlotte makes the arrangements for shipment of Products, Buyer shall be responsible for all costs and expenses associated therewith, including the filing of carrier claims for damage in transit. In the event Charlotte pays the carrier for any shipping costs or expenses as an administrative convenience to Buyer, Charlotte shall have the right to add such shipping costs and expenses to Charlotte’s invoices. Notwithstanding anything in these Terms to the contrary, any timeframe provided by Charlotte is a good faith estimate of the expected delivery date for the Products. Charlotte will use commercially reasonable efforts to fill Buyer’s Purchase Orders within the time stated therein or in any Sales Document but in no event shall Charlotte be liable for any damages or losses associated with Charlotte’s inability or failure to meet any such timeframes or deadlines.6. Quantity. If Charlotte delivers to Buyer a quantity of Products of up to ten percent (10%) more or less than the quantity set forth in an accepted Purchase Order, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products at the prices established in accordance with these Terms, adjusted on a pro-rata basis.7. Inspection and Rejection of Nonconforming Products. Buyer shall inspect each shipment of Products within forty-eight (48) hours following receipt of the Products (the “Inspection Period”). Buyer shall be deemed to have accepted such Products unless it notifies Charlotte in writing of any Nonconforming Products during the Inspection Period and furnishes such evidence and documentation reasonably required by Charlotte. To be valid, Buyer’s written notice of rejection must include photographs of the products, lot numbers, shipping records, and certificates of analysis as well as, in reasonable detail, all reasons for rejection. Without a valid written notice of rejection, Buyer shall not be entitled to a Return Merchandise Authorization (“RMA”) from Charlotte. Any written notice of rejection shall be void if the products that Buyer contends are Nonconforming Products are processed, repackaged, relabeled, commingled, resold, opened, or otherwise damaged by Buyer. If requested by Charlotte, Buyer shall provide a representative sample of the products which Buyer contends are Nonconforming Products. Buyer may not return any Product or claim any remedy under this Section 7 unless Charlotte issues an RMA and confirms nonconformance. As used in these Terms, “Nonconforming Products” means only the following: (i) the product shipped is different than identified in Buyer’s Purchase Order; (ii) the product is adulterated, as demonstrated by a certificate of analysis or based on a final agency decision of an administrative body with legal competence; (iii) the product is misbranded including but not limited to the product’s label or packaging incorrectly identifies its contents or fails to comply with regulatory requirements applicable at the time of delivery; or (iv) subject to Section 6 above, the quantity of Products exceeds the amount ordered by Buyer pursuant to the applicable Purchase Order. If Charlotte determines that such Products are Nonconforming Products, Charlotte shall, in its sole discretion, either (i) replace such Nonconforming Products with conforming Products, or (ii) refund to Buyer the amount paid by Buyer for such Nonconforming Products. Buyer shall return, at Charlotte’s discretion and cost, Nonconforming Products to such location or facility designated by Charlotte or dispose of such Nonconforming Products in accordance with applicable laws, statutes, rules, regulations, and ordinances; or Charlotte’s instructions. If Charlotte exercises its option to replace Nonconforming Products, Charlotte shall ship, at Charlotte’s expense, replacement conforming Products to Buyer in accordance with Section 5 above. Except as provided under this Section 7 of these Terms, Buyer has no right to return Products shipped to Buyer or reverse any charges charged to Buyer pursuant to these Terms. If Buyer determines that the products are Nonconforming Products pursuant to subsection (b) of this Section, Buyer shall be solely responsible to stop the further sale or use of such allegedly Nonconforming Products, including to segregate and preserve them for examination by Charlotte, if it chooses to do so in its sole discretion, and maintain chain of custody. The remedies set forth in this Section 7 are Buyer’s exclusive remedy for the delivery of Nonconforming Products.8. Specifications. Buyer acknowledges that the Charlotte may make any changes in the design of, or in the way it manufactures or produces, any Product if such changes are necessary or desirable, in Charlotte’s sole discretion, to improve the function, safety or performance of such Product.9. Buyer Obligations. The Buyer shall: (i) maintain adequate facilities that comply with all federal, state and local legal requirements, including the U.S. Food and Drug Administration’s (“FDA”) statutory and regulatory requirements including but not limited to, current Good Manufacturing Practices for dietary supplements and foods, as necessary to adequately hold, distribute, and sell the Products to end customers of Buyer; (ii) observe all directions and instructions, if any, given to it by Charlotte in relation to the labeling, marketing, advertisement, and promotion of the Products; (iii) not make any false or materially misleading statements concerning Charlotte or the Products that may render them misbranded, including any unsubstantiated health, disease or treatment claims, or engage in product disparagement; (iv) obtain and maintain all required federal, state and location certifications, credentials, licenses, permits, registrations, or authorizations necessary for vendors to market, distribute, and sell, the Products; (v) at all times comply with all applicable federal, state and local laws and regulations (including, without limitations, any FDA regulations) in selling the Products; and (vi) immediately report to Charlotte any legal or regulatory action, or any regulatory or administrative notice, facility inspection, complaint, enforcement action, cited noncompliance or violation, investigation, impound or quarantining, voluntary or mandated recall, seizure, injunction, ordered destruction or other action involving Charlotte’s Products. Buyer shall enforce all age restrictions applicable to the sale and purchase of the Products and shall not sell the Products to any end customer or person who is not of legal age to purchase the Products. Additionally, Buyer shall not make any therapeutic claims about the Products, including, but not limited to, claims that the product is intended to diagnose, treat, cure, or prevent any medical condition or disease.10. Warranty Disclaimer. The products sold by Charlotte to Buyer are sold “as is” without any representation and warranty. Charlotte makes no representation, warranty, or guarantee of any kind regarding the products, whether express or implied, including, without limitation, any express or implied warranty of merchantability, fitness for a particular purpose, non-infringement of proprietary or third-party rights, usage in the trade, course of dealing, or course of performance, all of which are hereby disclaimed by Charlotte. Without limiting the generality of the foregoing, Buyer assumes all risk and liability related to the possession, purchase, sale, warehousing, or use of any products or in combination with any other goods or services, whether in terms of general effectiveness, success, or failure, and regardless of any oral or written statements made by Charlotte, technical advice or otherwise relating to the use of the products.

11. Limitations of Liability. Notwithstanding anything in this or any other Agreement between the Parties to the contrary, in no event shall Charlotte or its affiliates, officers, managers, insurers, or agents be liable to Buyer or any third party for any indirect, incidental, special, punitive, or consequential damages (including damages for lost profits or revenue, business interruption, down time, diminution in value or loss of opportunity), whether by statute or in contract or tort (including negligence) or otherwise, even if Charlotte has been specifically advised of the possibilities of such damages or if such damages were reasonably foreseeable. Charlotte’s cumulative liability for all claims, damages, or losses relating in any manner to these Terms or the products furnished hereunder, regardless of the type or nature of the action, shall be limited to Buyer’s direct actual economic damages but shall not exceed the total of the amounts paid to Charlotte pursuant to these Terms in the one (1) month period preceding the event giving rise to the claim or the order from which Buyer received the product at issue, whichever is less. Charlotte has relied on the foregoing limitation and Buyer expressly acknowledges that this provision is essential in the establishment of the pricing of the products and any transaction between Charlotte and Buyer. The limitations on, and exclusions from, liability set forth in this Section 11 shall apply to the maximum extent permitted by applicable law, notwithstanding the failure of any agreed or other remedy of its essential purpose. Notwithstanding any other provision of these terms or applicable law, any claim of Buyer shall be subject to a six month repose period after which any claim for relief will no longer exist.12. Indemnification. Subject to the terms and conditions of these Terms, Buyer shall defend, including the advancement of legal fees and costs, (with legal counsel selected by Charlotte in its sole discretion), indemnify and hold Charlotte and its affiliates and subsidiaries, and its and their respective officers, directors, owners, employees, agents, successors and assigns harmless from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, penalties, fines, liabilities, judgments, settlements and/or expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) resulting from or otherwise connected with any of the following: (i) Buyer's acts or omissions as a reseller of the Products, including breach of these Terms; (ii) Buyer’s use, modification, alteration, adulteration, remanufacturing, marketing, packaging, storage, sale, transportation, or labelling of the Products; (iii) Buyer's advertising or representations that warrant performance of Products beyond that provided by Charlotte or based upon Buyer's business or trade practices; (iv) any failure by Buyer or its agents, employees, contractors, or personnel to comply with any applicable laws, regulations, ordinances, or court or administrative orders, including, but not limited to, the Federal Food, Drug and Cosmetic Act and the various individual state Kratom Consumer Protection Acts; (v) Buyer’s possession and use of Charlotte intellectual property; or (vi) bodily injury, illness, death, damage or other consequence to any person in connection with or related to, directly or indirectly, the purchase, possession, use or consumption of the Products. The Buyer assumes full responsibility for the use, further sale, productization, and distribution of the Products to any other persons. Notwithstanding any other provision of these Terms or any other agreement between the Parties, Buyer may not enter into any agreement, settlement, or contract that imposes any obligations upon Charlotte without first receiving Charlotte’s written consent.13. Compliance With Laws. Buyer shall comply with all applicable laws, statues, rules, regulations, codes, ordinances, and orders including but not limited to the Federal Food, Drug, and Cosmetic Act and it’s implementing regulations found in Title 21 of the Code of Federal Regulations in the performance of these Terms and its use, sale, distribution, disposition, and disposal of the Products. Buyer shall maintain in effect all licenses, registrations, permissions, authorizations, consents, and permits including FDA establishment registration with respect to the Products and necessary to carry out its obligations under these Terms.14. Confidential Information. All non-public, confidential or proprietary information of Charlotte, including but not limited to, trade secrets, specifications, samples, designs, plans, documents, data, business operations, customer lists, vendor lists, pricing, discounts, or rebates, disclosed or made available by Charlotte to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with these Terms is confidential and the property of Charlotte, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by Charlotte in writing. Buyer shall safeguard and maintain the confidentiality of Charlotte’s confidential information, exercising not less than a commercially reasonable degree of care. Charlotte shall remain the exclusive owner of its confidential information. Upon Charlotte’s request, Buyer shall promptly return all confidential information, documents and other materials received from Charlotte, and any notes or studies containing or reflecting, in part or whole, any confidential information of Charlotte. Charlotte shall be entitled to injunctive relief for any violation of this Section 14. This Section 14 does not apply to information that is: (i) in the public domain; (ii) known to Buyer at the time of disclosure; or (iii) rightfully obtained by Buyer on a non-confidential basis from a third party.15. Recall. If Charlotte or any governmental agency or authority having jurisdiction over the Products reasonably determines that any Product contains a safety hazard, an unsafe condition, a serious defect or deficiency making it necessary that the affected Products be recalled or withdrawn (collectively, a “Recall”), Charlotte shall, in its sole discretion, determine the corrective actions to be taken, subject to the requirements of applicable law. If Buyer becomes aware of any information that may result in a Recall or if Buyer receives any inquiry from governmental authorities or agencies, Buyer shall: (a) immediately notify Charlotte in writing and (b) except to the extent Buyer has a legal requirement to disclose information to a government authority or agency after resisting the government inquiry to the greatest extent allowed by law, Buyer agrees that Charlotte shall have sole discretion with regard to all decisions relating to the execution of a Recall, as well as all decisions concerning any Recall strategy. Buyer will cooperate with Charlotte in executing any Recall, including locating any Products subject to the Recall and coordinating with Charlotte regarding any communication with foreign, federal, state, or local governmental authorities or agencies concerning a potential or actual Recall. Buyer will not make any public statements to or in response to any media related the Products without Charlotte’s prior approval. Any Products Recalled and determined by Charlotte not to be salvageable shall be disposed of by the Distributor in a manner approved by Charlotte. In the event that a Recall is related an act or omission attributable to Buyer, Buyer shall be responsible for all costs related to the recall, including shipping/returns, storage, disposal, customer refunds, notice/press, and regulatory filings. In the event that a Recall is related to a manufacturing defect, Charlotte shall be responsible for all costs related to the recall, including shipping/returns, storage, disposal, customer refunds, notice/press, and regulatory filings. In any other event, each Party shall bear its own costs related to any Recall.16. Excused Performance. Charlotte shall not be in default of, or liable for any delay in the performance of, these Terms by reason of any of the following: acts of God; flood, fire, explosion, or other natural or man-made disaster; epidemic, pandemic, viral or bacterial outbreak; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; governmental orders, laws, emergency proclamations, or quarantine restrictions; actions, embargoes or blockades in effect on or after the effective date of these Terms; action by any governmental authority or agency; shortage or unavailability of materials; shortage or unavailability of labor, strikes, labor stoppages or slowdowns or other industrial disturbances; shortage or unavailability of adequate power facilities; shortage or unavailability of adequate transportation facilities, including, without limitation, any railway strike or train derailment; and/or other events (whether or not similar in type or nature to the previously listed events) beyond the control of Charlotte (each a “Force Majeure Event”). Charlotte will give Buyer written notice of a Force Majeure Event as soon as practicable after learning of its commencement, along with Charlotte’s estimate of the period of time that the Force Majeure Event is expected to continue. In the event of a Force Majeure Event, (i) Charlotte’s performance under these Terms will be postponed by such length of time as may be reasonably necessary to compensate for the delay caused by or resulting from the Force Majeure Event, (ii) Charlotte may allocate its available inventory of Products to any persons, including Buyer, in any manner the Charlotte determines to be fair and equitable, (iii) Charlotte may adjust prices or impose surcharges to address any increases in raw materials, manufacturing, or delivery caused to the Force Majeure Event, and (iv) subject to applicable law, Charlotte may terminate these Terms and/or cancel any Purchase Order impacted by the Force Majeure Event without liability to Buyer.17. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Charlotte. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms.18. Relationship of the Parties. The relationship between the parties is that of vendor and vendee. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.19. No Third-Party Beneficiaries. Except for the rights of indemnified parties pursuant to Section 12 above, these Terms is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.20. Remedies. Each of the rights and remedies of Charlotte under these Terms is cumulative and in addition to any other or further remedies provided under these Terms or at law or equity.21. Attorneys’ Fees. In the event that any party institutes any legal suit, action, or proceeding against the other party to enforce the covenants contained in these Terms (or obtain any other remedy in respect of any breach of these Terms, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in evaluating, investigating, and conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.22. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms including, but not limited to, the following provisions: Sections 1, 4, 9 to 12, 14 and 16 to 26.23. Governing Law/Venue. These Terms shall be construed and governed under the laws of the State of North Carolina (excluding application of its conflicts of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended). All actions or counterclaims regarding the enforcement or interpretation of these Terms shall be initiated and prosecuted exclusively in the state and federal courts located in Wake County, North Carolina and those courts hearing direct appeals therefrom. Buyer and Charlotte both consent to the exclusive jurisdiction and venue of such courts and expressly waive objections based on the doctrines of personal jurisdiction or forum non conveniens. CHARLOTTE AND BUYER VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATING TO THESE TERMS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.24. No Waiver. No waiver of these Terms or any of its provisions is valid unless expressly agreed to in a writing signed by Charlotte. The failure of Charlotte to insist upon strict and timely performance of any term or condition of these Terms shall not be deemed a waiver of any right or remedy that Charlotte may have under these Terms, at law, in equity or otherwise.25. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.26. Severability. If any Term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.27. Section Headings. The headings in these Terms are included for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms or conditions hereof.- - End of Terms - -