Terms & Conditions

These Terms & Conditions (“Terms”) govern access to this website, the client account program, and all sales of products by [CAPSOIL LEGAL ENTITY NAME] (“Capsoil”, “we”, “us”) to business customers (“Buyer”, “you”). By requesting a client account, placing an order, or requesting a sample, you agree to these Terms.

1. Business customers only
Capsoil sells exclusively to businesses — manufacturers, formulators, brands, and distributors. By using this site you confirm that you are acting in the course of a trade, business, or profession, and not as a consumer. Consumer protection rules applicable to consumer sales (including statutory consumer withdrawal rights) do not apply to purchases made under these Terms.

2. Client accounts and approval
Access to the product catalog, pricing, and ordering requires an approved client account. Account requests are reviewed by Capsoil, and we may approve, decline, or revoke access at our discretion — including where business credentials cannot be verified or where supplying you would put us in breach of applicable law.
You are responsible for the accuracy of the information provided during onboarding, for keeping it up to date, and for all activity under user accounts linked to your company.
Login credentials are personal to the registered users of your company and must not be shared outside your organization.
3. Products, specifications, and documentation
Our products are ingredient materials — encapsulated actives in powder form — supplied for further industrial processing, formulation, or manufacture. They are not finished consumer goods.
Product characteristics are described in the applicable Technical Data Sheet (TDS) and Certificate of Analysis (CoA) for the delivered batch. Figures shown on product pages (e.g. encapsulation efficiency, active concentration) are typical values unless expressly stated as guaranteed specifications.
Natural raw materials vary; minor batch-to-batch variation within the agreed specification does not constitute non-conformity.
4. Orders and acceptance
Orders placed through the website, by email, or via our sales team constitute an offer to purchase. An order is accepted only when we issue an order confirmation (or, if earlier, when we dispatch the goods).
Products are sold in the pack formats offered at ordering (1 kg to 10 kg increments, and 500 g evaluation samples).
We may correct obvious pricing or specification errors on the site prior to acceptance.
5. Prices and payment
Prices are shown in [CURRENCY] and are exclusive of VAT/GST/sales tax, customs duties, and shipping unless expressly stated otherwise. Applicable taxes and duties are the Buyer’s responsibility.
Payment is due [PAYMENT TERMS — e.g. “at checkout” / “net 30 days from invoice date for approved credit accounts”]. We may suspend deliveries and account access for overdue balances.
For intra-EU B2B supplies, the reverse-charge mechanism may apply where a valid VAT identification number is provided.
6. Samples
Samples (500 g) are supplied solely for technical evaluation and development purposes. They are not for resale and not for incorporation into products placed on the market.
Samples are provided “as is”, are non-returnable and non-refundable, and may be limited in quantity per customer.
7. Delivery, risk, and inspection
Unless agreed otherwise in writing, deliveries are made [INCOTERM, e.g. “FCA (Incoterms 2020), our facility at [LOCATION]”]. Risk passes to the Buyer per the applicable Incoterm; title passes on payment in full.
Delivery dates are estimates. We are not liable for delays outside our reasonable control.
The Buyer must inspect goods promptly on receipt and give notice of visible damage, shortages, or non-conformity in accordance with our Returns & Refunds Policy.
8. Returns and claims
Returns and quality claims are handled under our Returns & Refunds Policy, which forms part of these Terms.

9. Regulatory compliance and product use
The Buyer is solely responsible for determining the suitability of our products for its intended application and for compliance of its finished products with all laws applicable in the markets where they are sold — including food/novel food, supplement, cosmetic, agricultural, and hemp/cannabis regulations, labeling requirements, and permitted claims.
Nothing on this website or in our documentation constitutes a medical, health, or efficacy claim for any finished product, or advice that a particular use is permitted in any jurisdiction.
Products containing hemp-derived ingredients may be subject to specific restrictions. The Buyer warrants that its purchase, import, and use of such products is lawful in the relevant jurisdictions and that it holds all required licenses and permits.
The Buyer is responsible for compliance with applicable import, export-control, and sanctions rules relating to the goods.
10. Warranties and disclaimers
We warrant that, at the time risk passes, the products conform to the agreed written specification for the relevant batch (per the CoA).
Except as expressly stated, all other warranties, conditions, and representations — including merchantability, fitness for a particular purpose, and non-infringement — are excluded to the fullest extent permitted by law.
Technical advice or formulation support is given in good faith but without warranty; it does not release the Buyer from its own testing and validation obligations.
11. Limitation of liability
To the fullest extent permitted by law, our total liability arising out of or in connection with any order is limited to the price paid for the products giving rise to the claim.
We are not liable for indirect or consequential losses, loss of profit, loss of business, product recalls, or damage to brand or reputation.
Nothing in these Terms excludes liability that cannot be excluded by law, including liability for death or personal injury caused by negligence, or for fraud.
12. Intellectual property
Liposoll™, Capsoil, and related logos are trademarks of [TRADEMARK OWNER ENTITY]. Our technology is protected by patents including [PATENT NUMBER(S), e.g. US 11,712,430 B2]. No license to any intellectual property is granted by the sale of products, other than the right to use the delivered goods in the Buyer’s own manufacturing. Website content, product data, TDS, and study materials may not be reproduced or republished without our written consent.

13. Confidentiality
Pricing, technical documentation, study data, and other non-public information disclosed through the gated client area or in the course of dealing are confidential. The Buyer shall use them only for evaluating and purchasing our products and shall not disclose them to third parties without our written consent.

14. Data protection
We process personal data as described in our Privacy Policy.

15. Force majeure
Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control, including raw-material shortages, transport disruption, acts of authority, epidemics, and natural events. If such an event continues for more than [X] days, either party may cancel the affected order without liability.

16. Termination
We may suspend or terminate client account access at any time for breach of these Terms, unlawful use, or where required by law. Accrued payment obligations survive termination.

17. Governing law and disputes
These Terms and all orders are governed by the laws of [JURISDICTION], excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The courts of [VENUE] have exclusive jurisdiction, [OPTIONAL: subject to arbitration clause].

18. General
If any provision of these Terms is held invalid, the remainder stays in effect. These Terms, together with the order confirmation, the Returns & Refunds Policy, and the Privacy Policy, are the entire agreement for each order and prevail over any terms in the Buyer’s purchase documents. We may update these Terms; the version in force at the time of your order applies to that order.

19. Contact
[CAPSOIL LEGAL ENTITY NAME]
[REGISTERED ADDRESS]
Email: [SALES/LEGAL EMAIL]