Peptide procurement contract terms

Most supply disputes are not about bad faith. They are about a purchase order that never said what “the same product” means. These are the clauses worth negotiating before the first bulk lot.

1. Specification annex, not a product name

A product name is a label, not a specification. Attach an annex that fixes, at minimum: sequence or molecular formula, counter-ion form (acetate, TFA, HCl), assay or purity by HPLC method, water content, appearance, and the analytical method used to measure each. If the annex says “≥98%” without naming the method, the number is not enforceable.

2. Sampling and acceptance testing

Write down who tests, on what sample, and against what limit. Two workable models:

Model	How it works	Trade-off
Supplier COA + buyer verification	Supplier releases the lot; buyer may retest and reject on failure	Fast, but the buyer carries the testing cost and the burden of proof
Pre-shipment sample approval	Retained sample is sent ahead; buyer approves before the lot ships	Slower, but disputes surface before freight and customs cost are sunk

Whichever you choose, define the acceptance criteria numerically and name a referee laboratory or method for disagreements.

3. Retention samples and batch records

Ask for a retained sample from the same lot, held for an agreed period, plus the batch record summary that links the lot number to synthesis, purification and QC dates. Without retention samples, a dispute a year later becomes a memory contest.

4. Change control

Suppliers change things quietly: a new purification step, a different counter-ion, a subcontracted lyophilization line. A change-control clause requires written notice and, where the change affects the specification, re-qualification before shipment. This is the single clause most often missing from first-time orders.

5. Claims window and remedy

Define how long after delivery a quality claim can be raised, what evidence is required (photos, retained sample, third-party result), and what the remedy is — replacement, credit, or refund. A common structure is a short window for visible damage and a longer one for analytical failure, with the clock starting at delivery rather than shipment.

6. Incoterms and risk transfer

State the Incoterm and the named place. EXW leaves export clearance and transit risk with you; DDP puts them on the supplier but usually at a higher price. For research material, the practical split is often FOB or CIF to your forwarder, with the buyer owning the import permit and customs classification. Ambiguity here is where “the shipment was seized” arguments begin.

7. Documentation deliverables

List every document as a deliverable with a due date: COA per lot, safety data sheet, specification sheet, packing list, commercial invoice, certificate of origin if needed, and any statements your jurisdiction requires. Tie payment of the balance to receipt of the documentation package, not just the goods.

8. Exclusivity, tooling and OEM terms

For private-label work, settle ownership of the label artwork, who holds the registration or notification, whether the supplier may sell the same formulation to others, and what happens to tooling or custom packaging at the end of the agreement. Exclusivity without a volume commitment is usually cosmetic.

9. Audit rights and subcontractors

Reserve the right to a remote or on-site audit with reasonable notice, and require disclosure of subcontractors that handle synthesis, purification, filling or lyophilization. If a supplier cannot name its subcontractors, you cannot assess concentration risk.

10. Termination and continuity

Define notice periods, what happens to open orders, and whether the supplier must provide a final documentation package and retention samples on exit. A supply agreement that ends without records leaves you unable to support your own customers.

This is a commercial checklist, not legal advice. Have counsel review the agreement under the law that governs it, and confirm import requirements for your destination before signing.

Research use only. Nothing here is a claim about the safety, efficacy or regulatory status of any compound.

Editor's take

The contract is where quality stops being a conversation and becomes enforceable. If the specification, remedy and claim window are not in writing, you are relying on goodwill at the worst possible moment.

Sources & evidence

Specification and analytical expectations: ICH Q6B / Q2(R1) — ICH quality guidelines.
API manufacturing quality systems: ICH Q7 — same ICH page.
Chinese national standards: GB/T via the SAMR full-text platform.

Commercial due diligence guidance, not legal advice; supplier claims must be verified against batch documents.

Limitations

This is commercial due diligence guidance, not legal advice. Supplier claims must be verified against batch documents and, where required, an independent audit.