This Customer Terms and Conditions Agreement (the “Agreement”) is entered into by and between Filled Right, Inc., a Texas corporation (“Filled Right,” “Company,” “we,” “us,” or “our”), and the customer identified in the applicable proposal, quote, or statement of work (“Customer” or “you”).
This Agreement governs all services provided by Filled Right, including but not limited to manufacturing, processing, formulation, packaging, storage, and fulfillment services (collectively, the “Services”). By engaging Filled Right for any Services, Customer agrees to be bound by the terms set forth herein.
1. Scope of Services. Filled Right provides contract manufacturing and related services across multiple product formats, including but not limited to liquid products, gummies, capsules, tablets, powders, and other ingestible or consumer packaged goods.
All Services shall be performed in accordance with the specifications set forth in a mutually agreed proposal, quote, or statement of work (each, a “SOW”). Each SOW is incorporated into this Agreement by reference.
Filled Right shall perform Services in a commercially reasonable manner consistent with industry standards; however, Customer acknowledges that manufacturing processes are subject to variability and tolerances inherent in production environments.
2. Customer Responsibilities. Customer shall be solely responsible for providing accurate and complete product specifications, formulations, ingredient lists, labeling requirements, packaging instructions, and regulatory representations.
Customer represents and warrants that all materials, formulations, and instructions provided to Filled Right comply with all applicable federal, state, and local laws and regulations, including but not limited to FDA requirements, labeling laws, and safety standards.
Customer further acknowledges that Filled Right is relying entirely on the accuracy and completeness of the information provided and shall not be responsible for errors, omissions, or noncompliance arising from Customer-provided materials or instructions.
3. Materials, Inventory, and Risk of Loss. To the extent Customer supplies raw materials, ingredients, packaging, or other inventory (“Customer Materials”), Customer retains ownership of such materials at all times.
Risk of loss for Customer Materials shall remain with Customer, except to the extent damage is directly caused by Filled Right’s gross negligence or willful misconduct.
Customer acknowledges that certain losses, including but not limited to spoilage, degradation, contamination risks inherent in materials, and normal manufacturing loss (including yield loss), are unavoidable in the manufacturing process and shall not be deemed a breach of this Agreement.
Filled Right shall not be responsible for damage caused by inadequate packaging, improper storage conditions prior to receipt, or latent defects in Customer Materials.
4. Production, Yield, and Variability. Customer acknowledges that all manufacturing processes involve standard industry tolerances, including but not limited to variations in fill levels, weight, color, texture, and yield.
Filled Right does not guarantee exact output quantities and shall not be liable for reasonable production variances. Any stated production volumes are estimates only and are subject to adjustment based on actual manufacturing conditions.
5. Regulatory Compliance and Product Liability. Customer shall be solely responsible for ensuring that all products manufactured under this Agreement are compliant with all applicable laws and regulations, including but not limited to FDA registration, product safety requirements, labeling accuracy, ingredient legality, and marketability.
Filled Right does not independently verify the legality or regulatory compliance of Customer’s products, formulations, or claims.
Customer assumes full responsibility for all product liability risks associated with the products, including but not limited to consumer claims, recalls, adverse events, or regulatory enforcement actions.
6. Pricing and Payment Terms. All pricing shall be set forth in the applicable SOW. Unless otherwise agreed in writing, all invoices are due in accordance with the terms stated therein.
Filled Right reserves the right to suspend Services, withhold delivery, or terminate ongoing production in the event of nonpayment.
Customer shall be responsible for all costs incurred by Filled Right in connection with the Services, including but not limited to materials, labor, storage, and administrative costs, regardless of whether final production is completed, unless otherwise expressly agreed.
7. Storage and Abandonment of Materials. Filled Right may, at its discretion, provide storage of Customer Materials or finished goods. Any such storage is provided on a commercially reasonable basis but is not intended to constitute warehousing services unless expressly agreed.
Customer agrees to timely remove materials and finished goods upon notice. Any materials not removed within a reasonable time may, at Filled Right’s discretion, be subject to storage fees, disposal, or deemed abandoned.
Filled Right shall not be liable for any loss associated with abandoned materials.
8. Delivery and Timing. All production timelines and delivery dates are estimates only. Filled Right shall use commercially reasonable efforts to meet projected timelines but shall not be liable for delays caused by supply chain disruptions, equipment issues, labor shortages, regulatory issues, or other factors beyond its reasonable control.
Time shall not be deemed of the essence unless expressly stated in writing.
9. Confidentiality. Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement.
Confidential information shall not include information that is publicly available, independently developed, or obtained from a third party without restriction.
This obligation shall survive termination of this Agreement.
10. Indemnification. Customer agrees to indemnify, defend, and hold harmless Filled Right and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to:
a. Customer’s products, formulations, or labeling;
b. Customer’s breach of this Agreement;
c. any violation of applicable laws or regulations; or
d. any injury, damage, or loss arising from the use or consumption of products manufactured under this Agreement.
This indemnification obligation shall not apply to the extent a claim arises solely from Filled Right’s gross negligence or willful misconduct.
11. Disclaimer of Warranties. All Services are provided on an “as-is” and “as-available” basis. Filled Right expressly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
Filled Right does not guarantee the commercial success, marketability, or regulatory approval of any product.
12. Limitation of Liability. To the fullest extent permitted by law, Filled Right shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to lost profits, loss of business, or reputational harm.
Filled Right’s total liability under this Agreement shall not exceed the total amount paid by Customer for the specific Services giving rise to the claim.
13. Termination. Either party may terminate this Agreement upon written notice in the event of a material breach by the other party that remains uncured after a reasonable opportunity to cure.
Upon termination, Customer shall remain responsible for all costs incurred up to the date of termination, including work in progress and materials procured.
14. Force Majeure. Filled Right shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, supply chain disruptions, labor shortages, equipment failure, governmental actions, or natural disasters.
15. Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of the State of Texas. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Texas, and not in a court of law.
16. Entire Agreement. This Agreement, together with any applicable SOW, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.
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