1. Company, Scope & Acceptance
Contracting Party. These Terms constitute an agreement between Vertex Labs USA LLC, doing business as Vertex Labs ("Vertex Labs," "Company," "we," "us," or "our"), and each individual or entity that accesses the website, submits information, places an order, purchases or receives Products, or otherwise interacts with Vertex Labs ("Customer," "you," or "your").
Scope. These Terms apply to your access to and use of the Vertex Labs website, product pages, checkout systems, communications, orders, purchases, payments, shipments, claims, refunds, replacements, receipt, handling, storage, transfer, disposal, and use of products, compounds, materials, documentation, and related items supplied by Vertex Labs (collectively, "Products").
Acceptance. By accessing the Site, clicking an acceptance button, checking an acceptance box, submitting an order, completing checkout, or otherwise indicating assent, you acknowledge that you have read, understood, and agree to these Terms.
Incorporated Policies. These Terms incorporate by reference, where applicable, the Vertex Labs Privacy Policy, Shipping & Returns Policy, Research Use Only notices, product-page disclosures, checkout disclosures, and other policies or restrictions expressly presented in connection with a Product or order.
2. Eligibility, Age & Customer Representations
Age Requirement. You must be at least twenty-one (21) years of age to purchase Products from Vertex Labs. By entering the Site or placing an order, you represent that you satisfy this requirement.
Legal Capacity. You represent that you are legally competent to enter into a binding agreement. If you act on behalf of an organization or other entity, you represent that you have authority to act for and bind that entity.
Accuracy of Information. Information submitted to Vertex Labs must be accurate, complete, current, and not misleading. You may not use false identities, unauthorized payment instruments, false shipping information, or information intended to evade Company policies, payment controls, or applicable law.
Vertex Labs reserves the right, to the extent permitted by law, to refuse, hold, cancel, restrict, or review an order where reasonably necessary to address suspected fraud, payment risk, misuse, false information, prohibited activity, regulatory concerns, or violations of these Terms.
3. Research Use Only; No Human Consumption or Use
Research Use Only. Products offered by Vertex Labs are sold solely for lawful laboratory research purposes. Products are not intended, labeled, represented, marketed, or sold for human consumption or human use.
Products are not intended for diagnosis, treatment, cure, mitigation, or prevention of disease or any medical condition and are not intended for therapeutic, clinical, dietary, recreational, cosmetic, or household use.
No FDA Approval or Medical Representation. Unless expressly stated otherwise, Products have not been evaluated or approved by the U.S. Food and Drug Administration for human use. Vertex Labs does not represent Products as approved drugs, biologics, dietary supplements, medical devices, or therapeutic products.
Customer Responsibility. By purchasing or receiving Products, you represent that your acquisition and intended use are lawful and consistent with the research-use restrictions communicated by Vertex Labs.
Vertex Labs does not provide medical advice, diagnosis, treatment recommendations, dosing instructions, prescribing advice, or professional healthcare guidance. Website content, product descriptions, COAs, and support communications are provided for research and commercial informational purposes only.
4. Customer Compliance & Prohibited Conduct
You are responsible for determining whether your purchase, possession, receipt, handling, storage, use, transfer, and disposal of Products complies with applicable federal, state, and local laws, regulations, institutional requirements, and safety requirements.
Products may not be purchased, transferred, represented, or used for any unlawful purpose or for any purpose inconsistent with the research-use limitations stated by Vertex Labs.
Vertex Labs may refuse or cancel transactions where the Company reasonably believes a transaction involves unlawful activity, prohibited use, fraud, diversion, misuse, unauthorized resale, or other conduct inconsistent with these Terms.
5. Product Information, Testing & Certificates of Analysis
Vertex Labs may provide product descriptions, specifications, testing information, Certificates of Analysis ("COAs"), batch information, purity information, and related documentation for informational and research purposes.
Testing results and COAs relate to the sample, batch, lot, or material identified in the applicable documentation. Such documentation does not constitute a representation that a Product is suitable for human consumption, medical use, therapeutic use, or another prohibited application.
Customers remain responsible for determining whether Products and associated documentation are appropriate for their lawful research requirements.
6. Orders & Order Acceptance
Submission of an order constitutes an offer to purchase Products subject to these Terms. Receipt of an order confirmation does not necessarily constitute final acceptance of an order.
Vertex Labs reserves the right to accept, reject, limit, hold, or cancel an order before shipment where reasonably necessary, including due to inventory errors, pricing errors, payment issues, suspected fraud, compliance concerns, shipping restrictions, or other legitimate business reasons.
Product availability is not guaranteed until an order has been accepted and processed.
7. Pricing, Payment & Taxes
Prices are displayed in U.S. dollars unless otherwise stated. Vertex Labs may modify prices, promotions, quantity discounts, shipping charges, or other commercial terms before an order is submitted.
You authorize Vertex Labs and its payment service providers to charge the payment method submitted in connection with your order for all authorized amounts, including Product charges, shipping, taxes, and other disclosed charges.
You represent that you are authorized to use the payment method provided. Orders may be delayed, reviewed, or cancelled if payment cannot be verified or fraud or unauthorized activity is reasonably suspected.
8. Cancellations
Orders may be cancelled before they enter processing or fulfillment. Once an order has entered processing or fulfillment, cancellation cannot be guaranteed.
Once an order has shipped, it cannot be cancelled and is subject to the applicable Shipping & Returns Policy.
9. Shipping, Delivery & Address Responsibility
Vertex Labs currently ships within the United States only. Processing and transit estimates are estimates and are not guaranteed delivery dates.
Customers are responsible for providing complete and accurate shipping information. Vertex Labs is not responsible for delays, misdelivery, or loss caused by incorrect or incomplete information supplied by the Customer, except to the extent otherwise required by applicable law.
Carrier delays and events outside the reasonable control of Vertex Labs may affect delivery. Tracking information, when available, will be provided after shipment.
10. Returns, Damaged Products & Order Issues
Due to the nature of the Products offered by Vertex Labs, sales are generally final once an order has shipped, subject to applicable law and the Vertex Labs Shipping & Returns Policy.
If an order arrives damaged or contains an incorrect Product, the Customer must contact Vertex Labs Support within seventy-two (72) hours of confirmed delivery. Vertex Labs may request photographs, packaging information, order information, or other reasonable documentation necessary to investigate the claim.
Packages shown by the carrier as delivered but not received should be reported to Vertex Labs Support so that the circumstances may be reviewed.
Additional requirements and procedures are provided in the Shipping & Returns Policy.
11. Fraud, Payment Disputes & Chargebacks
Customers should contact Vertex Labs regarding legitimate order, billing, shipping, or Product concerns and provide reasonable information necessary to investigate the matter.
Fraudulent transactions, knowingly false claims, unauthorized use of payment instruments, or intentional misrepresentation regarding an order may result in cancellation, account restriction, or other lawful action.
Nothing in these Terms prohibits a Customer from exercising a payment dispute or other legal right that cannot lawfully be waived.
12. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, PRODUCTS, CONTENT, DOCUMENTATION, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," EXCEPT FOR ANY EXPRESS WARRANTY THAT VERTEX LABS PROVIDES IN WRITING.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTEX LABS DISCLAIMS IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.
NO STATEMENT ON THE WEBSITE OR IN PRODUCT DOCUMENTATION SHALL BE CONSTRUED AS A WARRANTY THAT ANY PRODUCT IS SAFE, EFFECTIVE, APPROVED, OR SUITABLE FOR HUMAN CONSUMPTION OR HUMAN USE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTEX LABS USA LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AND AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE WEBSITE, PRODUCTS, OR THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF VERTEX LABS ARISING FROM A PARTICULAR ORDER OR PRODUCT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO VERTEX LABS FOR THE PRODUCT OR ORDER GIVING RISE TO THE CLAIM.
These limitations apply only to the extent permitted by applicable law and do not exclude liability that cannot lawfully be limited or excluded.
14. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Vertex Labs USA LLC and its members, managers, employees, contractors, agents, and affiliates from claims, liabilities, damages, losses, and reasonable costs arising from your unlawful use of Products, material violation of these Terms, fraud, unauthorized resale or transfer, or violation of the rights of another person or entity.
15. Intellectual Property
The Vertex Labs name, branding, logos, website design, original graphics, product photography, written content, and other proprietary materials are owned by or licensed to Vertex Labs and may not be copied, reproduced, distributed, modified, or used for commercial purposes without authorization, except as permitted by applicable law.
16. Accounts & Website Security
Customers are responsible for maintaining the confidentiality of account credentials and for taking reasonable steps to protect access to their accounts, devices, email accounts, and payment methods.
You should promptly notify Vertex Labs if you reasonably believe your account has been compromised or used without authorization.
17. Third-Party Services
Vertex Labs may use third-party providers for payment processing, shipping, communications, hosting, security, analytics, and other business functions. Vertex Labs is not responsible for independent third-party services outside its reasonable control, subject to applicable law.
18. Governing Law
These Terms and disputes arising from or relating to these Terms, the website, or transactions with Vertex Labs shall be governed by the laws of the State of California, without regard to conflict-of-law principles, except where applicable federal law or another mandatory law requires otherwise.
19. Dispute Resolution
Before initiating formal legal proceedings, the parties are encouraged to make a good-faith effort to resolve disputes by contacting the other party and providing sufficient information to identify the transaction and nature of the dispute.
Any arbitration agreement, class-action waiver, jury-trial waiver, contractual claim period, or other enhanced dispute provision will apply only if expressly included in an applicable version of these Terms and accepted in a manner sufficient under applicable law.
20. Privacy
Personal information collected through the website and transactions is handled in accordance with the Vertex Labs Privacy Policy.
21. Changes to These Terms
Vertex Labs may revise these Terms from time to time. Updated Terms will identify their effective date and may be assigned a new version number.
Where required by applicable law, Vertex Labs will provide additional notice or obtain renewed acceptance before materially revised Terms become binding.
22. Severability, Waiver & Entire Agreement
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law.
Failure by Vertex Labs to enforce a provision of these Terms does not constitute a waiver of that provision or any other right.
These Terms, together with policies and disclosures expressly incorporated by reference, constitute the agreement between the parties concerning the matters addressed herein, except for any separate written agreement executed by Vertex Labs.
23. Contact Information
Questions regarding these Terms, an order, or Vertex Labs policies may be directed to:
Vertex Labs USA LLC
Doing business as Vertex Labs
support@vertexlabsusa.com