PRODUCT RESELLER AGREEMENT

This PRODUCT RESELLER AGREEMENT (the “Agreement”), effective as of the last date set forth
on the signature page(s) hereto (the "Effective Date"), is entered into by and between
STEMREGEN Europe B.V., a private limited liability company incorporated and existing under
the laws of the Netherlands, having its registered office at Jeverweg 2-5, 9723 JE Groningen,
The Netherlands (hereinafter referred to as the "Supplier"), and the following company
(hereinafter referred to as the "Reseller"):

Reseller’s Legal Name:
Reseller’s Address:

Supplier and Reseller may be collectively referred to herein as the “Parties” or individually as a
“Party.”

WHEREAS, Supplier is engaged in the business of developing, manufacturing, and marketing
food supplements under the STEMREGEN® brand, compliant with applicable European Union
(EU) and Netherlands legislation and regulations;

WHEREAS, Reseller is a professional distributor, clinic, licensed reseller, or qualified entity
engaged in the business of selling or marketing nutritional and food supplement products of a
kind and quality similar to the Products;

WHEREAS, Reseller wishes to purchase the Products from Supplier and resell the Products to
End Users, , clinics, and professional practices, via various approved Sales Channels (as defined
herein), and Supplier is willing to authorize Reseller to do so under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, undertakings, and agreements
contained herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:

1. Definitions

Capitalized terms have the meanings set out in this Section 1 or in the Section in which they
first appear in this Agreement:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit,
notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any
nature, whether civil, criminal, administrative, regulatory, or other, and whether at law, in
equity, or otherwise.

“Agreement” means this Product Reseller Agreement including all annexes and attachments.

“Annexes” refer to any supplemental agreements or reference documents appended to this
Agreement.

“Claim” means any Action made or brought against a person (or entity) entitled to
indemnification under Section 11.

“Effective Date” means the latest date set forth on the signature page(s) of this Agreement.

 “End User” means the final purchaser who acquires a Product from Reseller for their own use
and not for further resale. End Users may include individual consumers, medical professionals
or Clinics.

“Clinic” refers to any wellness-oriented establishment including private practice clinics,
aesthetic centers, naturopathic offices, or practice locations where Products may be sold
directly or administered.

“Governmental Authority” means any Dutch, European Union, or other relevant national or
local governmental body or political subdivision, or any authority, agency, commission, or
regulatory organization, or any court or tribunal of competent jurisdiction.

“Governmental Order” means any binding judgment, injunction, order, decree, ruling, or
directive issued by any Governmental Authority.

“Intellectual Property Rights” means all rights related to Patents, trademarks, service marks,
trade names, domain names, copyrights, designs, design rights, trade secrets, know-how, data,
databases, software, formulations, product designs, and other proprietary or confidential
information, including all registrations, applications, and rights to enforce such rights, under
any applicable laws.

“Law” means any applicable statute, directive, regulation, ordinance, or rule issued by a
Governmental Authority and any applicable self-regulatory codes within the Netherlands or the
European Union, including both not limited to the Laws that governs food supplement
products, data privacy, advertising, consumer protection, product liability, VAT, and e-
commerce.

“Notice” and “Notify” shall have the meanings attributed to them in Section 14.7.

“Party” means either Supplier or Reseller individually; “Parties” means both collectively.

“Patents” refers to any patents issued or applied for, and patent rights including divisionals,
continuations, reissues, and re-examinations, granted in any jurisdiction.

“Personnel” means agents, employees, or subcontractors engaged or appointed by

“Personnel” means employees, contractors, agents, or representatives working for or on behalf
of a Party.

“Products” means the STEMREGEN® branded dietary and food supplements manufactured by
Supplier and described in Annex A.

“Authorised Reseller” means the party to this Agreement appointed to market, distribute, and
resell the Products.

 “Representatives” means, collectively, a Party’s officers, directors, shareholders, employees,
affiliates, attorneys, agents, successors, and assigns.

“Supplier’s Intellectual Property Rights” means any and all Intellectual Property Rights owned
or licensed by Supplier including trademarks, formulas, packaging design, product literature,
and digital assets.

“Term” has the meaning set out in Section 10.

“Territory” means the European Economic Area, Switzerland, and the United Kingdom or any
additional countries explicitly authorized by Supplier.

“Trade Secrets” means proprietary technical information, product formulas, manufacturing
techniques, pricing data, customer lists, marketing methods, processes, software code, clinical
results, or any other confidential and valuable business information not publicly disclosed.

“Trademarks” means all registered or unregistered trademarks, logos, service marks, product
names, packaging identifiers, and associated goodwill belonging to Supplier or its licensors.

“Trade Secrets” means all inventions, discoveries, trade secrets, business and technical
information and know-how, databases, data collections, patent disclosures and other confidential
and proprietary information and all rights therein.

“Sales Channel” means any approved route of product commercialization including: (i) physical
retail locations (B2C); (ii) B2B wholesale supply to Clinics; (iii) B2C e-commerce via own
websites; (iv) third-party marketplaces with Supplier approval; and (v) influencer or affiliate
campaigns that promote the Products with commercial intent approved by Supplier (vi) in-
person promotional events or exhibitions with prior notice to Supplier, as well as other
authorised resellers.

2. APPOINTMENT OF RESELLER

2.1. Appointment. Subject to the terms and conditions of this Agreement, mainly the criteria laid
down in this Section as well as Section 5 of this Agreement Supplier hereby appoints Reseller,
and Reseller accepts such appointment, as a non-exclusive, authorized reseller of the Products
in the Territory during the Term. Reseller is authorized to market, promote, distribute, and
resell the Products through the approved Sales Channels, which include: (i) physical retail
locations (B2C); (ii) B2B wholesale supply to Clinics; (iii) B2C e-commerce via own websites; (iv)
third-party marketplaces with Supplier approval; (v) influencer and affiliate campaigns that
promote the Products with commercial intent approved by Supplier; (vi) in-person promotional
events or exhibitions with prior notice to Supplier, as well as to other authorized resellers.

2.2. Reseller Status. Reseller shall act as an independent contractor. Nothing in this Agreement
shall be construed to create any association, partnership, joint venture, agency, fiduciary
relationship, or employer-employee relationship between the Parties for any purpose. Reseller
shall have no authority (and shall not hold itself out as having authority) to bind Supplier or
make any commitments on Supplier’s behalf.

2.3. Sub-Distributors. Reseller may not appoint sub-distributors, subcontractors, or agents to
resell or distribute Products without prior written approval from Supplier. In cases where
Supplier approves a sub-distributor, Reseller remains fully liable for all activities and actions of
such party.

2.4. No Territorial Exclusivity. This appointment is non-exclusive, and Supplier retains the right
to market, sell, or appoint other resellers for the Products in the Territory without limitation.
Supplier may itself sell or appoint others to sell via any Sales Channel in the Territory.

2.5. Clinics and Professional Practices. Reseller is expressly permitted to resell the Products to
licensed medical professionals, integrative practitioners, Clinics within the Territory. Reseller
must ensure that clinical buyers are aware that the Products are food supplements and not
medicinal products, and that they are not to be administered in any invasive procedure.

2.6. Online Representation. If Reseller sells online, it must clearly display its legal business
identity, terms and conditions of sale, consumer protection policies, and comply with
Regulation (EU) 2019/1150 (P2B Regulation) and the relevant Laws applicable to direct
business-to-consumer sales, including Directive (EU) 2000/31/EC (e-Commerce Directive).

2.7. Product Scope. Supplier reserves the right to change or discontinue any Product line upon
ninety (90) days’ written notice to Reseller. Any such change shall not give rise to any claim for
compensation by Reseller.

2.8. Authorized Branding. Reseller may only promote the Products under the brand names and
trademarks provided by Supplier, using Supplier-approved promotional materials and in
compliance with applicable Laws. Unauthorized rebranding, private labeling, or packaging
modifications are strictly prohibited.

2.9. Approval of Platforms. Reseller may only sell Products on platforms (e.g., third-party e-
commerce marketplaces) that have been expressly approved in writing by Supplier. Listing
Products without such approval shall constitute a material breach of this Agreement.

2.10. Ethical Promotion. Reseller agrees to conduct business ethically and professionally and
shall not engage in any practice that damages the reputation or integrity of the Supplier or the
Products.

3. NO FRANCHISE OR BUSINESS OPPORTUNITY AGREEMENT

3.1. No Franchise or Business Opportunity Agreement. The Parties expressly acknowledge and
agree that this Agreement is not, and shall not be construed as, a franchise agreement,
business opportunity agreement, or commercial agency contract under Dutch law, Directive
86/653/EEG on commercial agents, Directive (EU) 2019/633 on unfair trading practices, or any
similar laws or regulations of any jurisdiction within the European Economic Area.

3.2. Independent Commercial Status. Reseller is an independent contractor and is not entitled to
any exclusivity, territorial rights, or goodwill compensation typical of franchisees or commercial
agents under Book 7 of the Dutch Civil Code (Burgerlijk Wetboek Boek 7). No clause in this
Agreement shall be interpreted to create a legal or factual dependency between the Parties.

3.3. Contingency Clause. Should any provision of this Agreement be interpreted by a competent
court or authority as constituting a franchise or agency relationship, the Parties agree to
negotiate in good faith to amend such provision to reflect their original intent and to preserve
the non-franchise, non-agency nature of their relationship. In such cases, Supplier reserves the
right to terminate this Agreement immediately if no mutually satisfactory amendment can be
reached within thirty (30) calendar days of notification.

3.4. No Royalties or Entry Fees. Reseller shall not pay any royalty, license fee, entry fee, or
percentage-based commission to Supplier, other than the purchase price of Products as set
forth in this Agreement.

4. TERMS OF AGREEMENT PREVAIL OVER TERMS OF PURCHASE ORDERS

4.1. Supremacy of Agreement Terms. This Agreement, together with any Annexes hereto and
any written amendments executed by both Parties, constitutes the entire and exclusive
agreement between the Parties with respect to the subject matter hereof. It supersedes any
conflicting or additional terms contained in Reseller’s purchase orders, order
acknowledgments, emails, or any other written or verbal communications.

4.2. Limited Scope of Purchase Orders. Any purchase order submitted by Reseller to Supplier
shall be deemed to constitute a request for the supply of Products under the terms and
conditions of this Agreement. Notwithstanding any language to the contrary in a purchase
order, the only terms of such order that shall be binding are the following "Purchase Order
Transaction Terms": (a) the specific Products being ordered; (b) quantities of each Product; (c)
requested delivery date(s); and (d) shipping destination or delivery location.

4.3. No Incorporation of General Conditions. Reseller’s general terms and conditions of purchase
or procurement, including those pre-printed or referenced in any order documentation, shall
have no effect and are hereby expressly excluded and rejected, regardless of whether Supplier
objects to such terms at the time of receipt.

4.4. Hierarchy of Documents. In the event of a conflict between the terms of this Agreement
and any ancillary document, including a purchase order, invoice, or correspondence, the terms
of this Agreement shall govern and prevail.

5. GENERAL RESELLER PERFORMANCE OBLIGATIONS AND SELECTION CRITERIA

5.1. Marketing, Promotion, and Sale of Products. Reseller shall, in good faith and at its own
expense:

5.1.1. Comply with all applicable Laws, regulations, and (self-regulatory) codes of conduct
within the European Union and the Netherlands, including but not limited to:

EU Regulation 1169/2011 (Food Information to Consumers)
Regulation (EC) No 1924/2006 (Nutrition and Health Claims)
EU Directive 2002/46/EC (Food Supplements)
The Dutch Commodities Act (Warenwet) and the guidance of the Dutch Food and
Consumer Product Safety Authority (NVWA)
Data protection laws including EU Regulation 2016/679 (General Data Protection
Regulation) and implementing legislation
Advertising and e-commerce laws including, but not limited to, EU Regulation2019/1150
(P2B), EU Directive 2005/29/EG (Unfair Commercial Practices) and EU Directive 98/6/EC
(Price Indication), and the Dutch Advertising Code (Reclame Code) and any other
applicable advertising codes


5.1.2. Follow all Supplier guidelines for marketing, branding, packaging, and advertising; and
refrain from making any unauthorized representations or unapproved claims, including health
claims.

5.1.3. Clearly identify itself to End Users, online and offline, including full legal name, business
registration number, and contact information.

5.1.4. Conduct all business activities in a manner consistent with ethical business practices and
preserve the goodwill of the STEMREGEN® brand.

5.1.5. Sell only inventory either in possession or on confirmed order from Supplier; no
speculative listings are permitted.

5.1.6. Maintain sufficient product knowledge to responsibly educate End Users, Clinics, and
care professionals about Product characteristics, usage, and claims allowed under applicable
Law.

5.1.7. Immediately notify Supplier of any adverse event, product complaint, or suspected
regulatory infraction involving the Products.

5.1.8. Immediately notify, in as far as prescribed by Law, any Governmental Authority of any
adverse event or product complaint involving the Products.

5.1.9. Upon request, disclose all sales platforms, selling locations, influencer affiliations, and
affiliate links to Supplier.

5.1.10. Upon request, provide the URLs of all websites where Products are sold and ensure that
such sites comply with e-commerce and transparency obligations vis-à-vis Supplier under
applicable Law.

5.1.11. Respect Supplier's Terms of Use, Privacy Policy, and Digital Marketing Guidelines.

5.2. Reporting and Records

5.2.1. Maintain complete and accurate sales, inventory, and complaint records for a minimum
of 7 years or as required by Dutch tax or product safety legislation.

5.2.2. Provide reports upon reasonable request from Supplier, especially when there is a good
faith basis to believe non-compliant or deceptive practices are occurring.

5.2.3. Upon request, provide Supplier with valid proof of licenses, certifications, permits,
qualifications, and/or business registrations that entitle Reseller to sell food supplements in the
Netherlands and the EU. .

5.3 Legal Capacity and Government Approvals

5.3.1 Obtain and maintain all licenses, certifications, permits, qualifications and/or business
registrations necessary to conduct business and sell food supplements in the Netherlands and
the EU.

5.3.2 If required by national law, notify, register, or obtain approval for marketing or selling the
Products.

5.3.3 Inform Supplier immediately in writing of any legal or regulatory action that affects
Reseller’s ability to conduct business.

5.4. Prohibited Acts. Reseller and its agents may not:
Misrepresent the effects, usage, or benefits of the Products;
Sell via unauthorized marketplaces (e.g. Amazon, eBay, Bol.com) without Supplier’s
prior express written consent;
Sell Products to third parties known to be unauthorized resellers
Promote Products using Google Ads, Meta Ads, or SEO keywords that use the brand
name STEMREGEN® or related trademarks without Supplier’s prior written approval;
Make health or therapeutic claims contrary to applicable Laws;
Modify packaging, branding, or labeling in any way;
Present themselves as agents or affiliates of STEMREGEN Europe B.V.;
Use Supplier’s logos or images in unauthorized domains, websites, or online marketing.


5.5 Enforcement. Supplier reserves the right to immediately suspend or permanently terminate
sales of Products to Reseller, at Supplier’s sole discretion, if Reseller is found to be engaging in
any of the above Prohibited Acts or otherwise in breach of this Agreement.

6. RECOMMENDED RESALE PRICE

6.1. Supplier recommends a resale price of €189 per unit of STEMREGEN Release. This
recommendation is non-binding.

6.2. The Reseller shall market, advertise, promote, and resell the Products in accordance with
high standards of professional and ethical conduct, ensuring that all business practices align
with applicable Laws and reflect positively at all times on the Products, the STEMREGEN®
brand, and the reputation and goodwill of the Supplier.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and remain in effect for 12
months, automatically renewable unless terminated in accordance with this Section. Either
Party may terminate the Agreement without cause by providing the other Party with ninety
(90) calendar days’ prior written notice.


7.2. Termination for Cause. Supplier may terminate this Agreement, in whole or in part,
immediately by written notice to Reseller, upon the occurrence of any of the following events:

7.2.1. Reseller breaches any material obligation under this Agreement and fails to cure such
breach within ten (10) calendar days of receipt of written notice from Supplier. For avoidance
of doubt, breaches of Sections 5.4 (Prohibited Acts) and 9.3 (Data Protection Obligations) shall
be deemed incurable;

7.2.2. Reseller transfers, sells, leases, or disposes of substantial assets; merges with another
entity or undergoes a change of control, without Supplier’s prior written consent;

7.2.3. Reseller is declared bankrupt, files for insolvency, applies for creditor protection,
undergoes liquidation, or has a trustee or administrator appointed for any material part of its
business.

7.3. Mutual Termination and Right to Terminate Without Cause. Either Party may terminate this
Agreement for any reason or no reason upon ninety (90) calendar days’ written notice to the
other Party.

7.4. Effect of Termination.

7.4.1. All outstanding debts, unpaid invoices, or contractual liabilities become immediately due
and payable upon the effective date of termination.

7.4.2. Supplier may, at its discretion, cancel any open orders or pending shipments not yet
fulfilled as of the effective date of termination.
5.5.10. Identify, list or post any product prices on the internet without the Company’s
prior written approval.

7.4.3. Reseller shall immediately cease presenting itself as an authorized reseller of
STEMREGEN® Europe B.V. and cease all marketing, listing, and promotional activity related to
the Products.

7.4.4. Reseller shall return or destroy all marketing materials, digital content, packaging stock,
and confidential information belonging to Supplier within ten (10) days of termination.

7.4.5. RSell-Off Right. Unless termination is for cause under Sections 7.2.1 through 7.2.5, Reseller
may sell off its remaining inventory for up to ninety (90) days from the date of termination,
subject to continued compliance with this Agreement.

7.4.6. Buy-Back Option. Reseller shall, within ten (10) business days of termination, submit an
inventory statement to Supplier specifying the quantity and type of unsold Products. Supplier
may offer to repurchase part or all of this inventory within fifteen (15) business days. If
accepted, Reseller shall return the Products in unopened, undamaged, and original packaging at
its expense (unless termination was without cause). Supplier will credit the amount against any
open debt, or otherwise remit payment to Reseller within thirty (30) business days of receiving
the returned goods.

7.4.7. Survival. All provisions of this Agreement which by their nature should survive termination
shall survive, including but not limited to clauses concerning confidentiality, IP rights, payment
obligations, indemnities, and governing Law.

8. CONFIDENTIALITY

8.1 Definition of Confidential Information. During the Term of this Agreement, either Party (the
"Disclosing Party") may disclose to the other Party (the "Receiving Party") certain information
that is proprietary, confidential, or otherwise not publicly available, including but not limited to:
business strategies, product formulations, supply chain relationships, pricing, financial data,
marketing plans, Trade Secrets, Intellectual Property Rights, the terms of this Agreement, and
any other sensitive commercial or technical information (collectively, "Confidential
Information"). Confidential Information may be conveyed in written, oral, visual, digital, or
other forms, regardless of whether it is marked "confidential."

8.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes
publicly known without breach of this Agreement; (b) is lawfully received by the Receiving Party
from a third party without restriction; (c) was lawfully in the Receiving Party’s possession prior
to disclosure; (d) is independently developed without reference to the Disclosing Party’s
Confidential Information.

8.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes
publicly known without breach of this Agreement; (b) is lawfully received by the Receiving Party
from a third party without restriction; (c) was lawfully in the Receiving Party’s possession prior
to disclosure; (d) is independently developed without reference to the Disclosing Party’s
Confidential Information.
8.3 Confidentiality Obligations. The Receiving Party shall: (a) Use the Confidential Information
only for the purposes of performing this Agreement; (b) Not disclose it to any third party,
except to its Representatives on a strict need to know basis and who are bound by similar
obligations of confidentiality as pursuant to this Section 8; (c) Protect the Confidential
Information using at least the same degree of care it uses to protect its own confidential
information, and in no event less than a reasonable degree of care; (d) Promptly notify the
Disclosing Party in the event of any actual or suspected unauthorized disclosure or use; (e) Take
immediate steps to prevent further unauthorized access, duplication, or misuse; (f) Be fully
responsible for any breach of confidentiality by its Representatives.

8.4 Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to
disclose any Confidential Information, it shall provide advance written notice (where legally
permissible) and cooperate with the Disclosing Party to seek a protective order or limit the
scope of disclosure.

8.5 Return or Destruction. Upon termination or expiration of this Agreement or upon request
by the Disclosing Party, the Receiving Party shall:
Promptly return or securely destroy all copies (physical and digital) of the ConfidentialInformation;
Certify in writing its full compliance with this obligation within ten (10) business days.


8.6 Duration of Obligation. These confidentiality obligations shall remain in effect for five (5)
years following termination or expiration of this Agreement, or longer where applicable under
EU or Dutch trade secret law (the Trade Secrets Directive (EU) 2016/943 and the Dutch Trade
Secret Protection Act (Wet bescherming bedrijfsgeheimen).


9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership. All Intellectual Property Rights associated with the Products, including but not
limited to, trademarks, Patents, commercial image, promotional content, formulae, designs,
trade names, branding elements, logos, and proprietary content are and shall remain the sole
and exclusive property of Supplier or its licensors. Reseller acknowledges and agrees that:

9.1.1 Reseller does not acquire any ownership or license rights in Supplier’s Intellectual
Property Rights beyond what is expressly granted under this Agreement;

9.1.2 All goodwill associated with use of Supplier’s Intellectual Property Rights by Reseller shall
inure solely to the benefit of Supplier; 

9.1.3 Any rights, improvements, derivative works, or feedback generated by Reseller with
respect to Supplier’s Intellectual Property shall be deemed automatically assigned to Supplier,
and Reseller agrees to execute all further documents necessary to perfect such assignment;
 
9.1.4 Reseller shall not copy, alter, modify, disassemble, reverse engineer, or create derivative
products from any Products;

9.1.5 Reseller shall use the Intellectual Property Rights only in the manner explicitly permitted
by Supplier, and always in accordance with Dutch and EU intellectual property laws, including
the Benelux Convention on Intellectual Property.

9.2 Trademark License. Supplier grants Reseller a limited, non-exclusive, revocable, non-
transferable and non-sublicensable right to use Supplier’s Trademarks during the Term of this
Agreement solely in the course of marketing, advertising, and reselling the Products in strict
conformity with Supplier’s brand guidelines.

9.2.1 Reseller shall discontinue use or adjust any representation of Trademarks upon written
request by Supplier within five (5) business days.

9.2.2 Reseller shall display symbol ® as appropriate and include the notice: “Stemregen Release,
is trademark of STEMREGEN® and are used with permission.”

9.2.3 Reseller’s website and product listings must include the disclaimer: “This site is not owned
or operated by STEMREGEN®.”

9.3 Prohibited Acts. Reseller shall not:

Challenge or assist others in challenging the validity, ownership, or enforceability ofSupplier’s Intellectual Property;
Register, use, or apply for trademarks confusingly similar to those of Supplier;
Use Supplier’s Intellectual Property Rights in any unauthorized context, includingdomain names, meta-tags, SEO content, or paid advertising;
Alter, remove, or obscure proprietary notices or branding on any Product or materialsupplied by Supplier;
Misrepresent itself as an affiliate, employee, or agent of STEMREGEN Europe B.V.;
Disparage or damage the reputation, goodwill, or brand value of the Products orSupplier.


9.4 Labeling and Marking. Reseller shall ensure that all materials bearing the Supplier’s
Trademarks, including packaging, websites, and advertising content, include the appropriate
trademark notices as directed by Supplier.

9.5 Termination of Trademark Use. Upon expiration or termination of this Agreement:

9.5.1 The rights granted under Section 9.2 shall terminate immediately.

9.5.2 Reseller shall cease all use, display, and reference to Supplier’s Trademarks andIntellectual Property.

9.5.3 Reseller shall not adopt or use any sign, name, trademark, or domain that is confusinglysimilar to any of Supplier’s trademarks.


10. SHIPPING, PRICING, AND PAYMENT TERMS

10.1 Product Pricing. Reseller shall purchase Products from Supplier in accordance with
Supplier’s official reseller price list in effect at the time a purchase order is accepted by
Supplier. Prices are denominated in euros (EUR), import duties, customs fees, or other taxes
unless otherwise specified.

10.2 Shipping, Duties, and Taxes. The shipping from the Dutch warehouse is will be provided
free of charge to the reseller

10.3 Payment Terms. (a) Supplier will invoice Reseller for each accepted purchase order.
0Payment is due in advance of shipment unless otherwise agreed in writing. (b) Payment shall be
made by SEPA transfer, wire transfer, credit card or other method approved in writing. Reseller
is responsible for any bank fees.

10.4 Invoice Disputes. (a) Any disputes regarding an invoice must be submitted in writing within
seven (7) business days of the invoice date and must include detailed supporting
documentation. (b) Failure to timely dispute an invoice shall constitute acceptance of the
invoice. (c) Reseller must continue to pay undisputed amounts in accordance with agreed
terms.

10.5 No Set-off or Withholding. Reseller shall pay all amounts owed under this Agreement
without any right of set-off, counterclaim, deduction, or withholding, except as required by Law
or agreed in writing by Supplier.

10.6 Inspection and Defective Products. (a) Reseller shall inspect all Products upon delivery for
visible damage or discrepancies and notify Supplier within ten (10) calendar days of any such
issues. (b) Claims for latent defects must be submitted within ten (10) calendar days from
discovery. (c) All claims must include photographic evidence and batch number for traceability.
(d) If Supplier determines that the Product is defective due to Supplier’s fault, it may, at its
discretion, provide a replacement or refund the net purchase price. (e) The foregoing remedy
shall not apply if the Product:
Has been mishandled, misused, or altered;
Was stored or used contrary to Supplier’s guidelines;
Has been combined with third-party goods not approved by Supplier.


10.7 Exclusive Remedy. Section 10.6 sets forth Reseller’s sole and exclusive remedy for
defective Products, and Supplier’s sole liability, to the maximum extent permitted under Dutch
law.

11. INDEMNIFICATION

11.1 Reseller Indemnification. Subject to Section 11.3, Reseller (the “Reseller Indemnifying
Party”) shall indemnify, defend, and hold harmless Supplier, its affiliates, officers, directors,
employees, contractors, and successors (each a “Supplier Indemnified Party”) against any and
all losses, liabilities, damages, fines, costs, claims, penalties, settlements, judgments, interest,
or expenses (including legal fees and expenses of enforcement) (collectively, “Losses”) arising
out of or related to any third-party claims resulting from:

(a) Any breach by Reseller or its Personnel of any warranty, representation, or obligation under
this Agreement; (b) Any act or omission by Reseller or its Personnel amounting to gross
negligence, willful misconduct, or fraud; (c) Any death, personal injury, or property damage
caused by Reseller or its Personnel; (d) Sale or distribution of Products by Reseller or anyone
purchasing from Reseller, except when such claim arises solely from a defect originating from
Supplier; (e) Reseller’s failure to comply with any applicable EU or national law, regulation, or
directive.

11.2 Supplier Indemnification. Subject to Section 11.3, Supplier (the “Supplier Indemnifying
Party”) shall indemnify, defend, and hold harmless Reseller, its officers, directors, and
employees (each a “Reseller Indemnified Party”) from Losses arising out of any third-party
claims relating to:

(a) Any gross negligence or willful misconduct by Supplier or its Personnel; (b) Any death,
personal injury, or property damage caused by Supplier or its Personnel; (c) Supplier’s breach of
applicable law related to the manufacture or labeling of Products in the Territory.

11.3 Exclusions. No Party shall be liable to indemnify the other to the extent the Losses: (a)
Result from the Indemnified Party’s own gross negligence, willful misconduct, or failure to
comply with this Agreement; (b) Are caused by improper use, modification, or combination of
the Products by the Indemnified Party contrary to Supplier’s instructions.

11.4 Procedure. The Indemnified Party shall promptly notify the Indemnifying Party of any claim
in writing. The Indemnifying Party shall control the defense and settlement of the claim,
provided that:
The settlement does not impose any obligation or admission of fault on the IndemnifiedParty;
The Indemnified Party may participate in the proceedings with its own counsel at itsown cost.


11.5 Sole Remedy. This indemnification clause constitutes the sole and exclusive remedy for
any third-party claim covered under this section, and no Party shall be liable for any indirect,
incidental, or consequential damages arising from such claims.

12. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

12.1 Warranty Disclaimer. Except as expressly set out in this Agreement, the Products are
provided "as-is" and "as available." Supplier makes no representations or warranties of any
kind, either express or implied, including but not limited to:
Merchantability,
Fitness for a particular purpose,
Title or non-infringement,
Compliance with local supplement legislation beyond those jurisdictions where Supplier
directly registers the Products.


Supplier disclaims liability for the performance or safety of third-party accessories, devices, or
packaging used in conjunction with the Products. Reseller acknowledges it has not relied upon
any statements or representations not explicitly stated in this Agreement. This clause shall not
override any mandatory statutory rights and warranties applicable under applicable consumer
Law where Reseller acts in a B2C capacity.

12.2 Limitation on Damages. Except in the case of:
Willful misconduct
Gross negligence,
Breach of confidentiality,
Death or bodily injury,


neither Party shall be liable for indirect, incidental, punitive, or consequential losses, including
but not limited to lost profits, business interruption, or reputational harm, whether in contract,
tort, statute, or otherwise, even if the other Party was advised of the possibility.


12.3 Maximum Aggregate Liability. Supplier’s total liability for any and all claims arising under
this Agreement shall not exceed the total net amount paid by Reseller to Supplier in the twelve
(12) months preceding the event giving rise to the claim.

This limitation shall not apply in the event of:
Breach of intellectual property rights;
Breach of confidentiality;
Product liability for bodily injury under Directive 85/374/EEC and EU Directive
2024/2853 (Product Liability Directive) and under the Dutch Civil Code (Burgerlijk
Wetboek);
Intentional misconduct or gross negligence under Article 6:162 of the Dutch Civil Code.


13. MISCELLANEOUS

13.1 Further Assurances. Each Party agrees to execute and deliver such documents and take
such further actions as may be reasonably required to give full effect to this Agreement.

13.2 Entire Agreement. This Agreement, including its annexes and attachments, constitutes the
entire agreement between the Parties and supersedes all prior agreements or communications,
whether oral or written.

13.3 Survival. Provisions that by their nature are intended to survive termination shall remain in
full force, including but not limited to confidentiality, intellectual property, limitation of liability,
and indemnification clauses.

13.4 Notices. All communications must be in writing and sent to the address of the respective
Party as stated in this Agreement or most recently provided. Delivery shall be by email with
receipt confirmation, courier, or registered post.

13.5 Headings. Headings are for convenience only and do not affect interpretation.


13.6 Severability. If any clause is deemed invalid under applicable Law, the remaining provisions
shall remain enforceable. The Parties shall negotiate to replace the invalid provision with a
legally valid clause preserving its intent.

13.7 Amendments. Any amendments must be made in writing and signed by both Parties.
Supplier may propose amendments via digital notice, subject to Reseller’s written or digital
confirmation.

13.8 Waiver. A waiver of any breach shall not constitute a waiver of subsequent breaches. No
waiver is binding unless in writing and signed.

13.9 Cumulative Remedies. Except where expressly stated otherwise, all rights and remedies
are cumulative and non-exclusive.

13.10 Assignment. Reseller may not assign or transfer rights or obligations without Supplier’s
written consent. Any unauthorized assignment shall be void. Supplier may assign its rights and
obligations to affiliates or successors.

13.11 Successors and Third Parties. This Agreement binds and benefits successors and
permitted assigns. Except for explicitly designated third-party beneficiaries (e.g., indemnified
parties), no third-party rights shall arise.

13.12 Governing Law and Jurisdiction. (a) This Agreement shall be governed by and construed
in accordance with the laws of the Netherlands. (b) All disputes shall be submitted exclusively
to the competent court of Amsterdam, the Netherlands. (c) Prior to litigation, the Parties shall
seek amicable resolution via negotiation or, if agreed, mediation.

13.13 Counterparts and Electronic Signature. This Agreement may be executed in counterparts.
Digital or scanned copies and electronic signatures under the EU eIDAS Regulation shall be
deemed legally binding.

13.14 Force Majeure. Neither Party shall be liable for delay or non-performance due to causes
beyond reasonable control, including but not limited to natural disasters, pandemic, war,
governmental acts, or internet outages. Affected Party shall notify the other within 10 business
days and resume performance promptly once the event concludes. Prolonged force majeure
over 30 days entitles either Party to terminate with written notice.


[Signature Page Follows]

IN WITNESS WHEREOF, this Product Reseller Agreement has been executed by the duly
authorized representatives of the Parties as of the Effective Date.


SUPPLIER: STEMREGEN EUROPE B.V.
Registered Office: [Insert full address in the Netherlands]
Chamber of Commerce (KvK) Number: [Insert KvK number]
VAT Number: [Insert VAT number]

By: ___________________________
Name: Doug Allen
Title: Director
Date: ___________________________



RESELLER: Legal Name: 
Registered Address: ___________________________
Chamber of Commerce Number (if applicable): ___________________________ 
By: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________