Article 1. Definitions

In these terms and conditions, the terms below have the following meanings, unless expressly stated otherwise:

• Customer: The natural person or legal entity acting in the exercise of a profession or business and entering into an Agreement with Nuvama.
• General Terms and Conditions: These General Terms and Conditions apply to all offers, Quotations, Agreements and deliveries from Nuvama.
• GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679)
• Services: Activities performed by Nuvama, including but not limited to mixing, filling, packaging and developing Products at the request of the Customer.
• Raw Materials: The materials, ingredients or other components supplied by the Purchaser that are intended for processing by Nuvama.
• Incoterms® 2020: The international delivery terms that specify the rights and obligations of the parties during transport and delivery.
• Ingredients: Substances or materials intended for use in or as a component of foodstuffs supplied by the Purchaser or supplied by Nuvama.
• Intellectual Property Rights: All rights related to Products, Formulas, designs, processes and other materials or information developed by Nuvama, including but not limited to copyrights, patents, trademarks, design rights, and trade secrets.
• Custom Products: Products that are specifically developed, produced and delivered by Nuvama at the request and in accordance with the specifications of the Customer.
• Nuvama: Nuvama BV, the user of these Terms and Conditions, located at Nagelpoelweg 5, 7333 NZ Apeldoorn, the Netherlands, registered with the Chamber of Commerce under number 72023732.
• Agreement: Any Agreement entered into between Nuvama and the Purchaser, including but not limited to the delivery of Products and/or Services.
• Force Majeure: Any circumstance beyond Nuvama's control that temporarily or permanently prevents the performance of the Agreement, as defined in Article 7 of these Terms and Conditions.
• Parties: Nuvama and the Purchaser jointly.
• Personal data: Any information relating to an identified or identifiable natural person, as defined in the General Data Protection Regulation (GDPR).
• Products: All goods supplied by Nuvama, including but not limited to nutritional supplements, diet foods, sports nutrition, slimming products, meal replacements, and related items.
• Recipes: Recipes for the development of, but not limited to, nutritional supplements, diet foods, sports nutrition, slimming products and meal replacements.
• Written: Written means communication by letter, email, or any other electronic means of communication suitable for recording the content. Verbal agreements are excluded.
• Packaging Materials: Materials such as bags, cans, seals and labels with product information, supplied by the Purchaser or supplied by Nuvama.

Article 2. Applicability and Deviations

2.1. Applicability of these General Terms and Conditions

2.1.1. These General Terms and Conditions apply to all offers, quotations, agreements and deliveries.

of Products and/or Services by Nuvama.

2.1.2. Deviating or additional terms and conditions, including purchasing conditions of the Purchaser, are expressly

rejected unless accepted in writing by Nuvama. Such acceptance applies

exclusively for the specific Agreement for which the deviation has been agreed.

2.1.3. The General Terms and Conditions also apply to future Agreements between the Parties, unless

Unless otherwise agreed in writing.

2.2. Quotations and Customization

2.2.1. For Agreements concerning Customised Products, Nuvama will be notified at the beginning of the

agreed period, draws up a Quotation with fixed prices for that period, subject to

changes in raw material or production costs.

2.2.2. If during the term of an Agreement the costs of Raw Materials, transport or other essential

If the price of components increases by more than 10%, Nuvama reserves the right to pass on this price increase.

calculate. The Purchaser will be notified of this in writing with an adjustment period of

at least 14 days.

2.3. Acceptance of changes

If the Purchaser does not agree with the calculation as stated in article 2.2.2, the Purchaser is

entitled to terminate the Agreement in writing within 7 days after receipt of notice, without

further obligations to Nuvama.

2.4. Amendment of General Terms and Conditions

2.4.1. Nuvama reserves the right to unilaterally amend or supplement these Terms and Conditions.

2.4.2. The most recent version of the General Terms and Conditions will be available at least 14 days before they come into effect.

Communicated in writing to the Purchaser. If the Purchaser does not object within this period,

the amended conditions are deemed to have been accepted.

Article 3. Offers and Quotations

3.1. Validity of Quotations

3.1.1. All Quotations from Nuvama are provided exclusively in writing and are without obligation, unless expressly stated otherwise.

mentioned.

3.1.2. A Quotation is valid for 30 days after the date of issue, unless otherwise stated in the Quotation. After

After this period the Offer will expire automatically and without any obligation for Nuvama.

3.2. Establishment of the Agreement

3.2.1. An Agreement is concluded after the Purchaser has agreed in writing to the Quotation and Nuvama

has confirmed this in writing.

3.2.2. If the Purchaser's acceptance deviates from the Quotation, the Agreement will only be concluded if

Nuvama agrees in writing to these deviations.

3.3. Changes or withdrawal of offers

3.3.1. Nuvama reserves the right to change or withdraw Quotations as long as no Agreement has been reached.

has been reached.

3.3.2. If changes are made to a Quotation, an amended Quotation will be provided, which will

previous Offer expires.

3.4. Restrictions and conditions

3.4.1. Quotations are based on the prices and conditions applicable at that time, including the availability of

Raw Materials and Products.

3.4.2. Nuvama reserves the right to adjust Quotations if unexpected changes occur in

raw material prices, transportation costs or other external factors occur before the conclusion of the

Agreement.

Article 4. Delivery and Transfer of Risk

4.1 Terms of Delivery

4.1.1. All deliveries are made in accordance with the agreed delivery conditions, as set out in the Quotation or

order confirmation.

4.1.2. Unless otherwise agreed in writing, delivery will take place according to the Incoterms® 2020 condition "Ex Works"

(EXW) from Nuvama's address, Nagelpoelweg 5, 7333 NZ Apeldoorn, The Netherlands.

4.1.3. For Customised Products and Services, a different delivery arrangement can be agreed upon, which

is specifically stated in the order confirmation.

4.2. Transfer of risk

4.2.1. The risk of loss or damage to the Products shall pass to the Purchaser at the time the

Products are made available to the Purchaser or its carrier.

4.2.2. If Nuvama arranges transport at the request of the Purchaser, this will be done entirely at the expense and

risk of the Purchaser, unless otherwise agreed in writing.

4.3. Raw materials and materials supplied by the Purchaser

4.3.1. If the Purchaser supplies its own Raw Materials, Ingredients or Packaging Materials for processing by

Nuvama, the Purchaser must ensure that these comply with the agreed specifications,

quality requirements and applicable laws and regulations.

4.3.2. Nuvama is not responsible for, and accepts no liability whatsoever with respect to:

a. The quality, safety or suitability of the Raw Materials, Ingredients or

Packaging materials.

b. Damage, loss or deficiencies resulting from defects in the materials supplied by the Purchaser.

4.3.3. Any delays, additional costs or damage arising from failure to comply with the supplied

materials to the agreed specifications, are entirely at the expense of the Purchaser.

4.4. Delivery times

4.4.1. Delivery times are indicated to the best of our ability, but are not binding. Exceeding the delivery time

delivery term does not entitle the Purchaser to compensation or termination of the Agreement, unless

there is intent or gross negligence on the part of Nuvama.

4.4.2. Nuvama will inform the Purchaser as soon as possible if a delivery term proves unfeasible.

4.5. Partial deliveries

4.5.1. Nuvama reserves the right to deliver orders in parts, unless otherwise agreed in writing.

agreed.

4.5.2. For partial deliveries, Nuvama is entitled to send separate invoices and request payment for each

delivered part.

4.6. Inspection and acceptance

4.6.1. The Purchaser must check the delivery upon receipt for visible defects, inaccuracies or

imperfections. Any defects must be reported to Nuvama in writing within 2 working days of receipt.

are reported.

4.6.2. If no notification is received within the specified period, the delivery is deemed to have been approved and

accepted.

Article 5. Prices and Payment Terms

5.1. Prices

5.1.1. All prices stated by Nuvama are in euros, exclusive of VAT, other taxes, levies and additional

costs, such as transportation and insurance costs, unless otherwise agreed in writing.

5.1.2. For Custom Products, prices are established based on the agreed specifications and requirements.

of the Purchaser. Any changes to these specifications may lead to price adjustments.

5.1.3. Nuvama reserves the right to index prices annually based on changes in the costs of

Raw materials, transportation, energy or other relevant factors.

5.2. Payment terms

5.2.1 Unless otherwise agreed in writing, payment must be made in full within 8 days after

invoice date.

5.2.2. A different payment arrangement applies to custom-made products:

a. 40% of the agreed price must be paid before production commences.

b. 50% must be paid during production, at a time agreed in the Quotation or Agreement.

c. The remaining 10% must be paid before delivery of the Products.

5.2.3 All payments must be made to a bank account designated by Nuvama and in the currency as

stated on the invoice.

5.3. Late payment

5.3.1. If the Purchaser does not pay within the specified period, the Purchaser will be in default by operation of law and a

interest due at 1% per month, unless the statutory (commercial) interest rate is higher.

5.3.2. All reasonable costs, both judicial and extrajudicial, incurred by Nuvama to obtain payment,

are fully at the expense of the Purchaser.

5.4. Suspension and retention of title

5.4.1. Nuvama is entitled to terminate the performance of the Agreement, including the delivery of Products and/or the

to suspend the provision of Services until payments have been made in full.

5.4.2. Ownership of the Products remains with Nuvama until full payment has been made, including any interest and

costs, has been received.

5.4.3. The retention of title also applies to Products that have been supplied by the Purchaser and have since been delivered.

processed by Nuvama until full payment of all outstanding claims has been made by the Purchaser.

took place.

5.5. Corrections and changes

If, after the Agreement has been concluded, it appears that errors have been made in the stated prices or

invoices, Nuvama has the right to correct them and inform the Purchaser about this in writing.

Article 6. Warranty

6.1. Warranty on Products delivered by Nuvama

6.1.1. Nuvama guarantees that the Products it supplies comply with the agreed specifications and

all applicable legal requirements and regulations relating to Products for human consumption.

6.1.2. The warranty only applies to defects that are a direct result of production or processing errors.

by Nuvama and does not apply to defects caused by external factors or incorrect use by the Purchaser.

6.1.3. The warranty period is 6 months after delivery, unless otherwise agreed in writing.

6.2. Raw Materials, Ingredients and Materials Supplied by the Purchaser

6.2.1. The Purchaser guarantees that all supplied Raw Materials, Ingredients, Packaging Materials (such as bags,

cans, seals) and product information labels comply with all applicable legal requirements and

quality standards.

6.2.2. If Nuvama has reasonable grounds to believe that the materials supplied do not meet the legal

requirements, Nuvama reserves the right to:

a. Suspend processing or production until conformity has been demonstrated.

b. Cancel the Agreement in whole or in part without any liability to the Purchaser.

c. Any delays, downtime or additional costs resulting from non-compliant supplied materials will be

fully charged to the Purchaser.

6.3. Responsibility for the end result

6.3.1. Since the final result relates to Products for human consumption, the Purchaser shall bear the responsibility

ensure that all materials supplied by him fully comply with the relevant laws and regulations,

including but not limited to food safety and labeling requirements.

6.3.2. Nuvama accepts no liability for damage or claims arising from defects in the

Materials supplied by purchaser.

6.3.3.  .

Article 7. Force Majeure

7.1. Definition of Force Majeure

Force Majeure means any circumstance beyond the control of Nuvama, whether foreseeable or not, which

temporarily or permanently prevents compliance with the Agreement. This includes, but is not limited to:

a. Natural disasters, such as floods, earthquakes or extreme weather conditions.

b. Fire, explosion, or other disaster in Nuvama's production or storage facilities.

c. Labor disputes, strikes, or work stoppages, both at Nuvama and at third parties.

d. War, threat of war, terrorism, or social unrest.

e. Unforeseen transport obstacles, such as roadblocks, delays in the logistics chain or disruptions at

carriers.

f. Non-delivery, untimely delivery or defective delivery of Raw Materials, Ingredients or materials by

suppliers.

g. Government measures, such as embargoes, import or export restrictions, or regulations that restrict the production or

delivery affected.

7.2. Consequences of Force Majeure

7.2.1. In the event of Force Majeure, Nuvama's obligations will be suspended for the duration of the

Force majeure situation, without Nuvama being liable for any damage resulting from it.

7.2.2. If the Force Majeure situation lasts longer than 30 days, both Nuvama and the Purchaser shall have the right

to terminate the Agreement in writing, without any obligation to pay damages.

7.3. Termination due to Force Majeure

7.3.1 If the Agreement is terminated due to Force Majeure, the Purchaser is entitled to reimbursement of any payments already made.

amounts paid for Products or Services not delivered, less any amounts due from Nuvama

costs incurred.

7.3.2. Nuvama reserves the right to payment for services already performed.

Article 8. Intellectual Property

8.1. Ownership of recipes and developments by Nuvama

8.1.1. All Intellectual Property Rights relating to Recipes, Products,

designs, documentation, processes, and other materials or information remain the sole property of

Nuvama, unless otherwise agreed in writing. Nothing in these General Terms and Conditions can be construed

as a transfer of the Intellectual Property Rights

8.1.2. The Purchaser only obtains a non-exclusive and non-transferable right of use to the Intellectual Property

Ownership rights in the Products and/or Services provided by Nuvama, solely in

in accordance with the intended application as set out in the Agreement.

8.2. Recipes supplied by the Purchaser

8.2.1. If the Purchaser supplies its own Recipe, the Intellectual Property Rights of the Recipe supplied remain

The recipe rests with the Purchaser. However, the Purchaser grants an unlimited, irrevocable right of use

on the Intellectual Property Rights relating to this Recipe, solely for the execution of the

Agreement.

8.2.2. The Purchaser guarantees that the (Intellectual Property Rights to the) Recipe supplied do not infringe

indemnifies Nuvama against all third party claims in connection with

such infringements.

8.3. Use of Intellectual Property by the Purchaser

The Purchaser is not permitted to:

a. To reproduce, distribute, make public or use the Recipes or Products developed by Nuvama

otherwise commercially exploitable.

b. Trademarks (including both figurative and word marks, as well as combinations thereof) or other identifying marks

to use from Nuvama..

8.4. Penalty clause for unlawful use

8.4.1. If unlawful or improper use of Nuvama's Intellectual Property Rights is discovered by

the Purchaser, the Purchaser owes Nuvama an immediately payable fine of €50,000 per violation,

increased by €5,000 for each day that the violation continues.

8.4.2. Payment of the fine does not affect Nuvama's right to full compensation for actual damages suffered.

to be claimed without prejudice. These damages will be determined in legal proceedings by the competent court.

8.5. Infringement of Intellectual Property Rights by Third Parties

8.5.1. The Purchaser shall immediately notify Nuvama in writing of any infringement by third parties of the

Nuvama Intellectual Property Rights.

8.5.2. Nuvama reserves the right to independently take legal action against such

infringements and determines whether the Purchaser is involved.

8.6. Rights upon termination of the Agreement

Upon termination of the Agreement, all Intellectual Property Rights of Nuvama shall remain unaffected.

Purchaser shall immediately cease using such Intellectual Property Rights unless otherwise stated in Writing.

otherwise agreed.

Article 9. Privacy and Data Protection

9.1. Processing of business data

9.1.1. Nuvama only processes Personal Data of contact persons within the Customer's organization,

such as name, position, business contact details and other relevant business information.

9.1.2. This data is processed for the following purposes:

a. The performance of the Agreement between Nuvama and the Purchaser.

b. Maintaining business communications.

c. Compliance with legal obligations, such as tax or administrative obligations.

9.1.3. Nuvama hereby acts in accordance with the General Data Protection Regulation (GDPR) and other applicable

legislation and regulations.

9.2. Purchaser's Responsibility

9.2.1 If the Customer provides Personal Data of contact persons within its organization, the Customer guarantees

Purchaser that these have been lawfully obtained and may be provided to Nuvama in accordance with

the GDPR.

9.2.2. The Purchaser shall indemnify Nuvama against all claims from third parties, including those involved and supervisory authorities.

authorities, with regard to unlawful processing of Personal Data provided by the Customer

provided.

9.3. Data security

Nuvama takes appropriate technical and organizational measures to protect the business Personal Data of

to protect contacts from loss, unauthorized access, or any other form of

unlawful processing.

9.4. Retention periods

9.4.1. Nuvama does not retain business Personal Data for longer than is necessary for the purposes for which they were collected.

collected or as required by law.

9.4.2. Financial and administrative data are retained for a period of 7 years, unless a longer period is agreed.

is legally required.

9.5. Rights of data subjects

9.5.1. Contact persons within the Customer's organization may invoke their rights under the GDPR,

under which:

a. The right to access, correct, delete, and restrict their data.

b. The right to object to processing.

9.5.2. Requests may be submitted via Nuvama's contact address as stated in the Agreement or at

the website. Nuvama will process these requests within the legally established timeframe.

Article 10. Liability and Indemnification

10.1. Limitation of liability

10.1.1 Nuvama's liability is limited to direct damage that can be demonstrated to be the result of a

attributable shortcoming in the performance of the Agreement by Nuvama.

10.1.2. Nuvama is not liable for indirect damages, including but not limited to:

a. Loss of profits, loss of turnover, and/or loss of income.

b. Business stagnation and/or loss of market share.

c. Consequential damage and/or damage resulting from claims by third parties.

10.1.3. Nuvama's total liability is in all cases limited to the invoice amount of the relevant

delivery from which the damage directly arises, excluding VAT, or up to the amount paid by the insurer of

Nuvama will be paid out if that amount is lower.

10.2. Liability for supplied materials

10.2.1. The Purchaser is fully responsible for the suitability, quality and legal conformity of all products supplied by

Raw materials, ingredients, packaging materials and labels with product information supplied to him.

10.2.2. Nuvama is not liable for:

a. Defects or quality problems in materials supplied by the Purchaser.

b. Damage caused by the processing of defective, contaminated or non-compliant materials.

c. Consequences of delays in production caused by late delivery of materials by the Purchaser.

10.2.3. Costs resulting from production downtime at Nuvama due to late delivery or defective

materials will be fully charged to the Purchaser.

10.3. Compliance and legal requirements

10.3.1. .

10.3.2. If Nuvama has reasonable grounds to believe that the materials supplied by the Purchaser are not

To comply with applicable legal requirements, Nuvama may:

a. Suspend processing until the Purchaser demonstrates that the materials meet the requirements.

b. Terminate the Agreement in whole or in part without any liability and/or obligation to

reimbursement of costs to the Purchaser.

10.4. Indemnification by the Purchaser

The Purchaser fully indemnifies Nuvama against all claims from third parties, including supervisory authorities,

which are a consequence of:

a. Defects in the Raw Materials, Ingredients, Packaging Materials or labels supplied by the Purchaser.

b. Failure of supplied materials to comply with applicable laws and regulations.

c. Claims relating to Recipes or specifications provided by the Purchaser which infringe

(Intellectual Property) rights of third parties or are not in accordance with legal requirements.

10.5. Penalty clause for unlawful use

10.5.1. In the event of unlawful or improper use of Products or materials from Nuvama, the Purchaser shall owe Nuvama a

immediately payable fine of €50,000 per violation, increased by €5,000 for each day that

the violation continues.

10.5.2. Payment of the fine does not affect Nuvama's right to full compensation for actual damages suffered.

unaffected. This damage will be determined in legal proceedings by the competent court.

10.6. Limitation period

Claims and entitlements against Nuvama will lapse if they are not submitted within 12 months after delivery of the

Products have been submitted in writing.

10.7. Force Majeure

Nuvama shall not be liable for any failure to perform its obligations as a result of

Force majeure, as defined in Article 7.

Article 11. Applicable Law and Dispute Resolution

11.1. Applicable law

11.1.1 All Agreements, offers and deliveries between Nuvama and the Purchaser are exclusively governed by Dutch law.

applicable law.

11.1.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods

concerning movable property (Vienna Sales Convention) is expressly excluded.

11.2. Dispute Resolution

11.2.1. All disputes arising out of or in connection with the Agreement between Nuvama and the Purchaser

will initially be submitted to the competent court in the district in which Nuvama is located

established.

11.2.2. The parties undertake to try to resolve disputes through mutual consultation and, if possible, through mediation.

to resolve before initiating legal proceedings.

11.3. Language versions and interpretation

These Terms and Conditions may be available in multiple languages. In the event of any discrepancies or

In case of interpretation disputes between the versions, the Dutch text shall prevail.

Article 12. Changes and Additions

12.1. Applicability of amended General Terms and Conditions

12.1.1. The most recent version of the General Terms and Conditions always applies to new offers,

Agreements and deliveries.

12.1.2. The original terms and conditions will continue to apply to current Agreements, unless the Purchaser

Agree in writing to the amended terms and conditions.

12.2. Additional agreements

12.2.1. Additional agreements or deviations from these General Terms and Conditions are only valid if they

Agreed in writing by both Parties, without prejudice to the provisions of Article 2.4.1. of this

General Terms and Conditions

12.2.2. In the event of any conflict between the additional agreements and these General Terms and Conditions, the

additional agreements.

Article 13. Other Provisions

13.1. Severability

13.1.1. If any provision of these Terms and Conditions is declared null and void or invalid by a competent court,

judge, the remaining provisions remain in full force and effect.

13.1.2. The void or invalid provision will be replaced by a provision that reflects the original intention of

Approximates the parties as closely as possible and is legally valid.

13.2. Transfer of rights and obligations

13.2.1. Nuvama is entitled to transfer its rights and obligations under the Agreement to

third parties, provided that the Purchaser is informed of this in writing.

13.2.2. The Purchaser is not entitled to transfer any rights or obligations under the Agreement to third parties.

without prior written consent from Nuvama.

13.3. No waiver of rights

Nuvama's failure to enforce any provision or right does not constitute a waiver of that right or any other right.

provision in.

13.4. Communication

13.4.1. All notices, requests or other communications under these Terms and Conditions must be

To be done in writing by e-mail or registered letter to the address stated in the Agreement.

mentioned.

13.4.2. Electronic communications are deemed to have been received on the day of sending, unless otherwise stated.

the recipient can be demonstrated.

13.5. Entire Agreement

These General Terms and Conditions, together with the Agreement and any additional agreements, constitute the

entire agreement between Nuvama and the Purchaser and supersede all prior written and oral agreements

agreements between the Parties.