Article 1. Definitions

In these General Terms and Conditions, the terms below have the following meaning, 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: The present General Terms and Conditions, which apply to all offers, Quotations, Agreements, and deliveries of Nuvama.
• GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679)
• Services: Activities performed by Nuvama, including but not limited to the blending, filling, packaging, and development of Products at the request of the Customer.
• Raw materials: The materials, ingredients or other components supplied by the Customer that are intended for processing by Nuvama.
• Incoterms® 2020: The international delivery terms that specify the rights and obligations of the Parties in respect of transport and delivery.
• Ingredients: Substances or materials intended for use in or as part of foodstuffs, supplied by the Customer or supplied by Nuvama.
• Intellectual Property Rights: All rights relating 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-made products: Products that are developed, produced, and delivered by Nuvama specifically at the request and according to the specifications of the Customer.
• Nuvama: Nuvama BV, the user of these General Terms and Conditions, established at Nagelpoelweg 5, 7333 NZ Apeldoorn, The Netherlands, registered with the Chamber of Commerce under number 72023732.
• Agreement: Any Agreement concluded between Nuvama and the Customer, including but not limited to the supply 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 Customer jointly.
• Personal data: All information relating to an identified or identifiable natural person, as referred to in the General Data Protection Regulation (GDPR).
• Products: All goods supplied by Nuvama, including but not limited to dietary supplements, dietary foods, sports nutrition, slimming products, meal replacements, and related items.
• Recipes: Recipes for the development of, but not limited to, dietary supplements, dietary foods, sports nutrition, weight loss products, and meal replacements.
• In writing: In writing is understood to mean communication by letter, e-mail, or any other electronic means of communication suitable for recording the content. Oral agreements are excluded from this.
• Packaging materials: Materials such as bags, canisters, sealing seals and labels with product information, supplied by the Customer 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 supplementary conditions, including the purchasing conditions of the Customer, 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 Custom Work

2.2.1. For Agreements concerning Custom-Made Products, Nuvama applies at the beginning of the

agreed period prepares 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 components increase by more than 10%, Nuvama reserves the right to pass on this price increase.

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

at least 14 days.

2.3. Acceptance of changes

If the Customer does not agree to the pass-through as stated in Article 2.2.2, the Customer is

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

further obligations towards Nuvama.

2.4. Amendment of General Terms and Conditions

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

2.4.2. The most recent version of the General Terms and Conditions will be provided at least 14 days prior to entry into force.

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

the amended terms and 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 expires automatically and without obligation for Nuvama.

3.2. Conclusion of the Agreement

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

has confirmed this in writing.

3.2.2. If the Customer's acceptance deviates from the Offer, the Agreement shall only be concluded if

Nuvama agrees in writing to these deviations.

3.3. Amendments to or withdrawal of Quotations

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

has come into being.

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

Previous offer expires.

3.4. Limitations 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 amend Quotations if unexpected changes in

raw material prices, transport 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 shall be made in accordance with the agreed delivery terms, as set out in the Quotation or

order confirmation

4.1.2. Unless otherwise agreed in writing, delivery shall be in accordance with the Incoterms® 2020 condition "Ex Works"

(EXW) from the address of Nuvama, Nagelpoelweg 5, 7333 NZ Apeldoorn, The Netherlands.

4.1.3. For Custom-Made Products and Services, a different delivery arrangement may be agreed, 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 passes to the Customer at the moment that the

Products are made available to the Customer or their carrier.

4.2.2. If Nuvama arranges for transport at the request of the Customer, this shall be entirely at the expense and

risk of the Purchaser, unless otherwise agreed in writing.

4.3. Raw materials and materials supplied by the Customer

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

Nuvama, the Customer shall 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 regard to:

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

Packaging materials.

b. Damage, loss, or deficiencies arising from defects in the materials supplied by the Customer.

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

Materials not meeting the agreed specifications shall be entirely at the expense of the Customer.

4.4. Delivery times

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

The delivery period does not entitle the Customer to compensation or dissolution of the Agreement, unless

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

4.4.2. Nuvama will inform the Customer as soon as possible if a delivery period proves to be unfeasible.

4.5. Partial deliveries

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

agreed

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

delivered part.

4.6. Inspection and acceptance

4.6.1. The Customer must inspect the delivery upon receipt for visible defects, inaccuracies or

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

be reported.

4.6.2. In the absence of notification within the stipulated period, the delivery shall be deemed to have been approved and

accepted.

Article 5. Prices and Payment Terms

5.1. Prices

5.1.1. All prices quoted by Nuvama are in euros, excluding VAT, other taxes, levies and additional charges.

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

5.1.2. For custom-made products, prices are determined based on the agreed specifications and requirements.

of the Customer. 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, transport, 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 the start of production.

b. 50% must be paid during production, at a time as 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

mentioned on the invoice.

5.3. Late payment

5.3.1. If the Customer fails to pay within the stipulated period, the Customer shall be in default by operation of law and a

Interest of 1% per month is payable, unless the statutory (commercial) interest is higher.

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

shall be entirely at the expense of the Customer.

5.4. Suspension and retention of title

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

to suspend the provision of Services as long as payments have not been settled in full.

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

costs, has been received.

5.4.3. The retention of title also applies to Products supplied by the Customer and which have since

have been processed by Nuvama, until full payment of all outstanding claims by the Customer has

took place

5.5. Corrections and changes

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

invoices, Nuvama has the right to correct them and to inform the Customer thereof in writing.

Article 6. Warranty

6.1. Warranty on Products supplied by Nuvama

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

all applicable legal requirements and regulations regarding Products for human consumption.

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

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

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 Customer

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

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

quality standards.

6.2.2. If Nuvama has well-founded reasons to assume that the supplied materials do not comply with the statutory

meet the requirements, Nuvama reserves the right to:

a. To suspend processing or production until conformity has been demonstrated.

b. To cancel the Agreement in whole or in part without any liability towards the Customer.

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

fully passed on to the Customer.

6.3. Responsibility for the final result

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

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

including but not limited to food safety and labelling requirements.

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

Customer supplied materials.

6.3.3.  .

Article 7. Force Majeure

7.1. Definition of Force Majeure

Force Majeure is understood to mean any circumstance beyond the control of Nuvama, whether foreseen or not, which the

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

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

b. Fire, explosions, or other calamities in Nuvama's production or storage facilities.

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

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

e. Unforeseen transport impediments, such as road blockades, delays in the logistics chain or disruptions at

carriers.

f. Non-delivery, late 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 the production or

affects delivery.

7.2. Consequences of Force Majeure

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

Situation of force majeure, without Nuvama being liable for any damage arising therefrom.

7.2.2. If the Force Majeure situation continues for longer than 30 days, both Nuvama and the Customer have the right

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

7.3. Termination due to Force Majeure

7.3.1. If the Agreement is terminated due to Force Majeure, the Customer is entitled to reimbursement of any amounts already paid.

amounts paid for Products or Services that have not been delivered, less any amounts paid by Nuvama

incurred costs.

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

Article 8. Intellectual Property

8.1. Ownership of formulations and developments by Nuvama

8.1.1. All Intellectual Property Rights relating to Formularies, Products developed by Nuvama,

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

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

as a transfer of Intellectual Property Rights

8.1.2. The Customer acquires exclusively a non-exclusive and non-transferable right of use to the Intellectual

Ownership rights with respect to the Products and/or Services supplied by Nuvama, exclusively in

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

8.2. Recipes supplied by the Customer

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

The recipe is reserved by the Customer. However, the Customer grants an unlimited, irrevocable right of use.

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

Agreement.

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

infringes upon the rights of third parties and fully indemnifies Nuvama against all claims from third parties in connection with

such infringements.

8.3. Use of Intellectual Property by the Customer

The Customer is not permitted, without prior written consent from Nuvama:

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

otherwise to commercially exploit.

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

to use from Nuvama..

8.4. Penalty clause for unlawful use

8.4.1. Upon detection of unlawful or improper use of Nuvama's Intellectual Property Rights by

the Customer, the Customer owes Nuvama an immediately due and payable penalty of € 50,000 per violation,

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

8.4.2. Payment of the fine waives Nuvama's right to full compensation for the actual damages suffered.

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

8.5. Infringement of Intellectual Property Rights by Third Parties

8.5.1. The Customer must immediately notify Nuvama in writing of any infringement by third parties of the

Intellectual Property Rights of Nuvama.

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

infringements and determines whether the Customer is involved in doing so.

8.6. Rights upon termination of the Agreement

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

The Customer shall immediately cease use of such Intellectual Property Rights, unless in writing

otherwise agreed.

Article 9. Privacy and Data Protection

9.1. Processing of business data

9.1.1. Nuvama processes exclusively 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. These data are processed for the following purposes:

a. The execution of the Agreement between Nuvama and the Customer.

b. Maintaining business communication.

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

laws and regulations.

9.2. Responsibility of the Customer

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

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

the GDPR.

9.2.2. The Customer indemnifies Nuvama against all claims from third parties, including interested parties and supervisory authorities.

authorities, with regard to unlawful processing of Personal Data that are 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 against loss, unauthorized access, or any other form of

unlawful processing.

9.4. Retention periods

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

collected or as required by law.

9.4.2. Financial and administrative data are subject to a retention period of 7 years, unless a longer period applies.

is legally required.

9.5. Rights of data subjects

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

under which:

a. The right to access, correction, deletion and restriction of their data.

b. The right to object to the processing.

9.5.2. Requests can 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 is demonstrably the result of a

attributable failure 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 profit, lost revenue, and/or lost income.

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

c. Consequential damage and/or damage arising from third-party claims.

10.1.3. The total liability of Nuvama 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 that by the insurer of

Nuvama is paid out if that amount is lower.

10.2. Liability for supplied materials

10.2.1. The Customer is fully responsible for the suitability, quality and legal conformity of all 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 Customer.

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

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

10.2.3. Costs arising from production stoppage at Nuvama as a result of late delivery or defective

Materials are fully charged to the Customer.

10.3. Conformity and legal requirements

10.3.1. .

10.3.2. If Nuvama has valid reasons to assume that the materials supplied by the Customer are not

comply with the applicable legal requirements, Nuvama can:

a. Suspend processing until the Customer 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 Customer.

10.4. Indemnification by the Customer

The Customer 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 Customer.

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

c. Claims in connection with formulations or specifications provided by the Customer that infringe upon

(Intellectual Property) rights of third parties or are not in compliance 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 Customer owes 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 waives Nuvama's right to full compensation for the actual damage suffered.

without prejudice. This damage will be determined by the competent court in legal proceedings.

10.6. Statute of limitations

Claims and demands against Nuvama lapse if they are not settled within 12 months after delivery of the

Products have been submitted in writing.

10.7. Force Majeure

Nuvama is not liable for shortcomings in the performance of 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 Customer are exclusively governed by Dutch law.

applicable law.

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

relating to movable goods (Vienna Sales Convention) is expressly excluded.

11.2. Dispute Resolution

11.2.1. All disputes arising from or related to the Agreement between Nuvama and the Customer

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

established

11.2.2. The parties undertake to attempt to resolve disputes in good faith and, if possible, by means of mediation.

to resolve before they start legal proceedings.

11.3. Language versions and interpretation

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

In the event of disputes regarding the interpretation of the versions, the Dutch text prevails.

Article 12. Amendments 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 shall continue to apply to ongoing Agreements, unless the Customer

Agrees 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 these

Have been 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 inconsistencies between the supplementary agreements and these General Terms and Conditions, the

additional agreements.

Article 13. Other Provisions

13.1. Separability

13.1.1. If a provision of these General Terms and Conditions is declared null or invalid by a competent

judge, the remaining provisions remain in full force.

13.1.2. The void or invalid provision shall 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 Customer is informed thereof in writing.

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

without prior written permission from Nuvama.

13.3. No waiver of rights

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

provision in

13.4. Communication

13.4.1. All notices, requests or other communications in the context of these General Terms and Conditions shall

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

mentioned

13.4.2. Electronic communication shall be deemed to have been received on the day of sending, unless the contrary is stated by

the recipient can be demonstrated.

13.5. Entire Agreement

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

entire agreement between Nuvama and the Customer and replace all previous written and oral

agreements between Parties.