Platform Seller Terms

Parties. These Terms are between Alethium Ltd (registered in England and Wales, company number 14540941) and the entity registering as a Seller.

Scope. These Terms govern the supply of goods by Seller to Alethium for onward resale by Alethium to Buyers on the Alethium platform.

Business use only. Sellers and Buyers use the platform solely for business purposes.

Principal sale to Buyers. For each order placed via the platform, the contract of sale to the Buyer is between Alethium and the Buyer under the Buyer Terms. Alethium is Merchant of Record, issues tax invoices to Buyers and collects payment from Buyers.

Back‑to‑back supply by Seller. Concurrently, Seller sells the goods to Alethium under these Terms. Any references to contracts being formed directly between the Buyer and Seller are hereby disapplied for platform orders.

Title and risk. As between Seller and Alethium, title passes to Alethium upon dispatch against a conforming Seller invoice; risk passes on delivery to the incoterm agreed in the order (default DAP Buyer site, Incoterms® 2020). As between Alethium and the Buyer, title and risk pass per the Buyer Terms.

No agency. Seller acknowledges that Alethium sells as principal and not as agent for Seller.

Listings. Seller is responsible for accurate listings (specifications, pack sizes, shelf life, regulatory status, allergens, storage/handling, minimum order quantities, lead times and pricing).

Order formation. An order is formed when Alethium issues an order confirmation to Seller. Any Seller terms on acknowledgments or invoices are excluded unless expressly accepted in writing by Alethium.

Changes. Changes to orders (quantity, delivery date, shipping method) require Alethium's written approval.

Prices to Alethium. Seller's prices to Alethium are as shown in the platform or otherwise agreed in writing, exclusive of VAT but inclusive of all other charges unless stated.

Buyer pricing. Alethium alone sets the price charged to Buyers.

VAT. Seller shall issue VAT‑compliant invoices to Alethium and cooperate on correct VAT treatment for cross‑border supplies.

Incoterms. Delivery is per the incoterm in the order (default DAP Buyer site, Incoterms® 2020) unless the parties agree otherwise.

Time of the essence. Time for delivery is of the essence. Seller must promptly inform Alethium of any anticipated delay and mitigation plan.

Packaging and handling. Seller will pack, label and handle goods to industry standards and regulatory requirements for the destination, including temperature, hygiene and hazard controls.

Partial shipments. Allowed only if authorized by Alethium in writing.

Payments from Buyers. Alethium (as Merchant of Record) invoices and collects payments from Buyers.

Seller invoices to Alethium. Seller shall invoice Alethium upon dispatch with reference to the Alethium order number, units shipped and agreed price.

Default payout trigger. Unless an Early Settlement Program applies under Clause 7.5, Alethium will pay Seller within five (5) Business Days after cleared receipt of the corresponding Buyer payment (net of Fees, Chargebacks and any deductions permitted under these Terms).

Netting and set‑off. Alethium may set off or withhold sums owed to Seller against any amounts owed by Seller to Alethium under these Terms (including Chargebacks, indemnities, price adjustments or other liabilities). Seller shall not set off amounts it owes to Alethium against amounts Alethium owes to Seller.

Early Settlement Program (optional). Alethium may offer early payout to Seller before Buyer payment, subject to separate program terms or a Finance Party's requirements. Any early payout is an advance against the Seller's claim on Alethium and is subject to reversal, Chargeback and netting under these Terms.

Fees. Alethium may deduct agreed platform, payment and fulfillment fees from amounts due to Seller.

Compliance. Seller warrants that goods comply with all applicable laws and standards for manufacturing, composition, labeling, safety, marketing and sale in the destination market, including food supplements regulations, health claims and novel foods where applicable.

Specifications. Goods conform in all respects to the listing and any agreed specification, including certificates of analysis and shelf‑life.

No infringement. Goods and their packaging do not infringe any third‑party IP rights.

Recalls and withdrawals. Seller shall immediately notify Alethium of any safety issue and cooperate fully with withdrawals/recalls, including costs as allocated under Clause 11.

Buyer disputes handled by Alethium. As between Alethium and the Buyer, Alethium manages Buyer complaints, returns and credits.

Repurchase/Chargeback obligation. Upon written notice from Alethium, Seller shall repurchase the relevant goods (or reimburse Alethium) and pay any Affected Receivable amount (together with reasonable costs and expenses) within five (5) Business Days if any of the following occurs:

• a)the Buyer disputes quality, quantity, delivery or conformity and the dispute remains unresolved for 30 days from notice;
• b)any Dilution occurs (including return/credit/rebate/price reduction/cancellation/short‑ship);
• c)the Receivable is fraudulent, illegal or otherwise unenforceable;
• d)the Receivable remains unpaid more than 90 days past the original due date; or
• e)Seller breached these Terms in a way that affects the Receivable or the goods.

Control of claims. Alethium (or a Finance Party) may control the defense, negotiation and settlement of any Dispute regarding Affected Receivables. Seller shall not communicate directly with the Buyer about settlement of an Affected Receivable without Alethium's written consent.

No impairment. Seller shall not issue credits, extend terms, waive amounts, or vary Buyer arrangements for platform orders without Alethium's prior written consent.

Seller Documents. Seller must promptly provide all Seller Documents for each order upon request by Alethium or a Finance Party.

Evidence of performance. On request, Seller shall provide proof of shipment, delivery and acceptance, photographs, batch/lot traceability and any regulatory documentation reasonably required to evidence the Receivable.

Audit. Upon reasonable notice, Seller shall permit Alethium and any Finance Party (and their advisers) to audit records relating to platform orders and these Terms.

Process. Returns and withdrawals are coordinated by Alethium with the Buyer. Seller shall follow Alethium's instructions for handling, rework, quarantine or disposal.

Costs. Where a return/withdrawal/recall results from Seller's breach, non‑conformity or regulatory non‑compliance, Seller bears all associated costs (including logistics, disposal, replacement and customer credits) and the receivable is subject to Chargeback under Clause 9.

No circumvention. For orders placed via the platform, Seller shall not enter into side‑arrangements or take payments directly from Buyers in respect of those orders.

Non‑interference. Seller shall not take any action that would reduce or delay payment of any Receivable.

Assignment and security. Alethium may at any time assign, novate, declare a trust over, sell or create security over any Receivable and any rights under these Terms (including indemnities, Chargebacks, information and audit rights) in favor of a Finance Party. No Seller consent is required.

Debtor notices and redirection. Seller irrevocably consents to Alethium or any Finance Party notifying Buyers of any assignment and instructing Buyers to pay the Finance Party or into a designated account.

Collections account and trust. For any financed Receivables, Alethium may require payments to be made into a controlled account. To the extent permitted by law, amounts received in respect of such Receivables are held on trust for the relevant Finance Party and shall not be commingled contrary to that trust.

Further assurance. Seller shall execute documents and do acts reasonably required to give effect to this Clause 13, including acknowledging assignments and providing confirmations to Finance Parties.

Seller indemnity. Seller shall indemnify and hold harmless Alethium and each Finance Party from and against all losses, liabilities, damages, costs and expenses (including professional fees) arising out of or in connection with: (a) breach of these Terms; (b) non‑conformity or regulatory non‑compliance of goods; (c) infringement of third‑party rights; (d) fraud or willful misconduct; and (e) any Affected Receivable.

Finance Party protection. The indemnity in 14.1 is expressly enforceable by any Finance Party under Clause 20 (Third‑Party Rights).

Cap. Except for (i) death or personal injury caused by negligence, (ii) fraud, (iii) willful misconduct, or (iv) liabilities that cannot legally be limited, each party's aggregate liability to the other under these Terms in any 12‑month period shall not exceed the total amounts paid or payable by Alethium to Seller under orders placed in that period.

Exclusions. Neither party is liable for loss of profit, revenue, goodwill or indirect/consequential loss, except that Alethium may recover such losses where payable to a Buyer or Finance Party as a reasonably foreseeable result of Seller's breach.

Suspension. Alethium may suspend listings or orders immediately if Seller breaches these Terms, a material risk arises (including product safety, regulatory risk or suspected fraud), or a Finance Party requires suspension.

Termination. Either party may terminate for material breach not remedied within 10 Business Days of notice, or immediately if the other becomes insolvent.

Survival. Clauses 3.3, 7.3–7.5, 8–15, 18–21 survive termination.

Each party will comply with applicable data protection laws. Seller will only process Buyer personal data as necessary to fulfill orders, and in accordance with Alethium's documented instructions.

Updates. Alethium may update non‑core operational aspects of these Terms by notice (email or platform) with at least 30 days' lead time where practicable.

Finance carve‑out. No update shall alter or impair the rights of any Finance Party or the provisions of Clauses 7.3–7.5, 9, 10, 12, 13, 14, 18.2, 20 and 21 in a manner that adversely affects existing or financed Receivables without the written consent of the relevant Finance Party.

Legal compliance. Seller warrants ongoing compliance with applicable laws, sanctions, anti‑bribery/anti‑corruption, export controls, modern slavery and competition laws.

Audit and information. Seller will promptly provide information reasonably requested to evidence compliance with 19.1.

The parties agree that each Finance Party is an express third‑party beneficiary entitled to enforce Clauses 7.3–7.5, 9, 10, 12, 13, 14, 18.2 and any other provision intended to benefit a Finance Party, under the Contracts (Rights of Third Parties) Act 1999.

No consent of a Finance Party is required to vary any term that does not adversely affect Finance Party rights.

Governing law. These Terms and any non‑contractual obligations are governed by the laws of England and Wales.

Arbitration. Any dispute shall be finally resolved under the LCIA Rules by a sole arbitrator appointed in accordance with those Rules. The seat and venue of arbitration is London, the language is English. Judgment on the award may be entered in any court of competent jurisdiction.

Injunctive relief. Nothing prevents a party (or a Finance Party) seeking interim or conservatory relief in any court of competent jurisdiction.

Entire agreement. These Terms, the order and any documents expressly incorporated constitute the entire agreement between the parties for the relevant orders.

No partnership. Nothing creates an agency, partnership or joint venture.

Severability. If any provision is invalid, it shall be modified to the minimum extent necessary to be valid, and the remainder will continue in force.

Assignment by Seller. Seller may not assign or transfer its rights or obligations without Alethium's prior written consent.

Notices. Notices shall be in writing and sent by email to the addresses notified by the parties or via the platform messaging system.

Order of precedence. In case of conflict: (1) a written order signed by both parties; then (2) these Terms; then (3) platform policies referenced herein.