Terms & Conditions
General terms governing the business-to-business partnership between LOYAVA Life and its manufacturing partners.
1. Scope
These Terms & Conditions govern the business relationship between LOYAVA Life ([Full Legal Company Name], "LOYAVA Life", "we") and manufacturing companies ("Partner", "you") that supply products for distribution through LOYAVA Life's commercial network. These terms apply exclusively to business-to-business relationships; LOYAVA Life does not contract with individual consumers.
2. Eligibility
Partnership is available only to duly licensed, verified manufacturing entities capable of demonstrating Good Manufacturing Practice (GMP) alignment and providing the documentation required under Section 5. LOYAVA Life reserves the right to decline or terminate a partnership application at its discretion.
3. Formation of a supply agreement
These general terms do not, by themselves, constitute a binding supply commitment. A partnership becomes binding only once LOYAVA Life and the Partner execute an individual, signed supply agreement specifying product categories, indicative volumes, pricing, and delivery terms.
4. Pricing & payment
Pricing is agreed individually per product category and volume commitment as set out in the applicable supply agreement. Payment terms, currency, and method are specified in that agreement. [Insert standard payment terms, e.g. payment schedule, accepted currencies, late-payment provisions].
5. Quality & compliance obligations
The Partner warrants that all products supplied meet Good Manufacturing Practice standards applicable to the product category and destination market, and agrees to provide, for every batch:
- A Certificate of Analysis (COA)
- Batch-level traceability documentation
- Any additional documentation reasonably required for import compliance in the destination market
6. Delivery & logistics
Delivery terms (Incoterms), shipping responsibility, and cold-chain requirements (where applicable) are specified in the individual supply agreement. [Insert default Incoterm, e.g. FOB / EXW / DDP, if you wish to set one].
7. Confidentiality
Both parties agree to keep confidential any non-public business, technical, or commercial information disclosed in connection with the partnership, and to use such information solely for the purposes of the partnership.
8. Intellectual property
Each party retains ownership of its own pre-existing intellectual property. Nothing in these terms transfers ownership of product formulations, trademarks, or manufacturing know-how between the parties, except as explicitly agreed in writing.
9. Liability & warranty
The Partner warrants that all supplied products are lawfully manufactured, correctly labeled, and free of defects at the time of shipment. Except as expressly stated in the applicable supply agreement, LOYAVA Life makes no additional warranties. [Insert liability caps and exclusions appropriate to your risk profile, reviewed by counsel].
10. Term & termination
Individual supply agreements remain in effect for the term specified therein. Either party may terminate for material breach that remains uncured after [X] days' written notice. [Insert any minimum term, renewal, or exit provisions.]
11. Governing law & dispute resolution
These terms are governed by the laws of [Jurisdiction, e.g. Hong Kong SAR]. Any dispute arising out of or in connection with these terms shall be resolved through [e.g. arbitration under the HKIAC Rules, seat of arbitration, language].
12. Amendments
LOYAVA Life may update these general terms from time to time; the version in force at the time an individual supply agreement is signed will govern that agreement unless otherwise stated.
13. Contact
Questions about these terms can be sent to partner@loyavalife.com.
Last updated: [Date]