Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE BY MIXPRO B.V.

Version 1.0 January 2025

Article 1 – General

1.1 In these terms and conditions ("Terms and Conditions") the following definitions apply:

Seller: MixPro B.V.
Buyer: any natural or legal person who has a formal Agreement with the Seller.
Agreement: an Agreement between Buyer and Seller pursuant to which the Seller supplies Products.

• Products: goods, services and/or Seller’s advice, in the broadest sense of the word

Terms: The General Terms and Conditions of Sale

1.2 These Terms apply to all offers, quotations, order confirmations, Agreements and all related (legal) acts of the Seller and Buyer. In the event of a disagreement, the Agreement will prevail over the Terms if so, stated in writing between Buyer and Seller

1.3 The applicability of general terms and conditions of the Buyer, however named, is expressly rejected by the Seller

1.4 Deviations from these Terms and any Agreement are only valid if and insofar as they have been expressly recorded in writing by the Seller and are only valid once

1.5 If any provision of these Terms is null, void, or otherwise unenforceable, the remaining provisions remain fully applicable. In such cases, the invalid provision will be replaced with one that closely aligns with its original intent

Article 2 – Establishment of Agreements

2.1 All offers, quotations, order confirmations and statements made by or on behalf of the Seller are entirely without obligation

2.2 An Agreement is only concluded if a written Agreement, signed by both parties, is made, or if the Seller sends an order confirmation to Buyer by in writing. This order confirmation counts as a correct and complete representation of the Agreement

2.3 There shall be no Agreement between Seller and Buyer if there is no written confirmation of any kind and Seller shall not be held liable for any losses on Buyer’s end

2.4 The Buyer is not entitled to transfer this Agreement and/or rights and obligations arising therefrom in whole or in part to a third party without Seller’s prior written consent

Article 3 – Prices and payment

3.1 Unless otherwise stated, prices are in euros and exclude VAT, other costs, taxes, levies, duties and import and export duties payable by law. The Buyer shall bear the exchange rate risk in case of payment in foreign currency

3.2 Prices are based on the cost factors applicable at the time of the conclusion of the Agreement, such as (but not limited to): import and export duties, freight and insurance, unloading costs, levies and taxes, raw materials, energy, products and services obtained from third parties, salaries, social security charges and insurance premiums. The Seller is authorised to adjust the agreed prices if the price of cost factors has increased in compared to the prices on which the Agreement is based. Buyer undertakes to accept a price increase of up to 10%

3.3 Payments must be made within 14 (fourteen) days after the invoice date or any other period if agreed upon specifically between Buyer and Seller. The Buyer shall pay the invoiced amounts without deductions, discounts or set-offs and shall not be entitled to suspend any payment obligation towards the Seller

3.4 All payment terms are final. If no payment has been made within 14 (fourteen) days after the invoice date, the Buyer will be immediately in default and all Seller’s claims against the Buyer, for whatever reason, shall be immediately due and payable. In that case, the Buyer shall, owe statutory commercial interest (art. 6:119a of the Dutch Civil Code) + 5% above the invoice amount from the due date. In addition, in the event of late payment, all judicial and extrajudicial collection costs shall be borne by the Buyer. The extrajudicial collection costs are set at 15% of the principal sum, including VAT, with a minimum of € 250, without prejudice to the Seller's right to claim compensation of the actual costs if these costs are higher and without prejudice to the costs of legal proceedings or arbitration

3.5 Complaints regarding any invoice must be submitted to the Seller in writing within 8 (eight) days of the invoice date. After this period, complaints will no longer be considered, and the Buyer has forfeited all its rights to compensation of any kind. A complaint does not suspend the payment obligation

3.6 Seller is at all times authorised to request advance payment from Buyer, or any form of security, including but not limited to rights of pledge and bank guarantees, to which Buyer is obliged to cooperate

Article 4 – Delivery and delivery times

4.1 Unless explicitly agreed otherwise, deliveries are made Free Carrier at location determined by Seller (FCA Incoterms 2020) and the Products travel at the expense and risk of the Buyer

4.2 During the (internal) transport and storage of Products, the Buyer must act in accordance with the applicable laws and regulations, including the HACCP standards, and the storage regulations, when failing, no liability can be accepted for (damage as a result of) defects to the Products of any kind

4.3 The Seller is entitled to make and invoice partial deliveries

4.4 After receiving the order, the Seller will send the order confirmation with expected delivery time. The specified delivery times are approximate and are not strict deadlines. Exceeding delivery times does not entitle the Buyer to compensation, except in the event of intent or gross negligence on the part of the Seller

4.5 Buyer is required to pick up the Products within 7 (seven) days of notification by Seller. After said period, Seller will invoice Buyer a storage fee of of € 25,- per day per pallet

Article 5 – Complaints and quality

5.1 The Buyer must inspect the Products (or have them inspected) upon delivery - or as soon as possible thereafter. In doing so, the Buyer must in particular check whether the delivered goods comply with the agreement, namely: - whether the correct Products have been delivered; - whether the delivered Products correspond in terms of quantity with what has been agreed; - whether the delivered products meet the quality requirements and temperature and hygiene standards or, if these are lacking, the requirements that may be set for normal use and/or commercial purposes

5.2 Complaints regarding the quantity of Products delivered and complaints regarding to defects or damage must be made immediately after delivery and must be noted by the Buyer on the receipt provided to the Seller. Said complaints must be made in writing, stating reasons and send to seller with 8 (eight) days. Complaints regarding the quality or deviations from the specifications and other complaints must be made in writing within 8 (eight) days after delivery, stating the reasons. After the expiry of these terms, the right to complain expires and the complaints will no longer be addressed. Complaints do not entitle the Buyer to suspend payment

5.3 The right to complain expires if the Buyer has processed the Products in the broadest sense of the word, e.g., processed or mixed them. The Products to which the complaints relate must remain available for inspection and investigation by the Buyer and/or third parties and remain in the condition in which they were at the time the defects were discovered

5.4 If the complaint is justified, the Seller will, at its option, either reimburse or deliver a replacement (similar) Product, only after the originally delivered Products have been returned. The Seller shall not be obliged to pay any (further) compensation as a result of said complaints. In the case Seller decides to issue Credit Notes, such Credit Notes shall first be set off against the Seller's claims against the Buyer and shall only be paid by the Seller when there are no outstanding invoices or any other deductible claims.

5.5. Legal actions as a result of said complaints, must be brought forward by Buyer within 6 (six) months, under penalty of forfeiture

5.6 Buyer guarantees that Products with a ‘best before’ or expiration date will no longer be used/sold after that date. The Buyer explicitly indemnifies the Seller in this respect against any claims from third parties for damages resulting from consumption or use of the Products if they have been used, processed, consumed and/or sold by the Buyer after the best-before or expiration date. Seller does not accept any liability after consumption or use of the Products after the best-before or expiration date

Article 6 – Force majeure

6.1 If Seller is prevented from fulfilling its obligations towards Buyer due to force majeure, the period in which the Seller must fulfil its obligations, will be extended during the entire duration of the force majeure situation. Force majeure shall in any case be understood as every circumstance independent of the Seller’s will, such as, but not limited to, special weather conditions, illness of persons employed by the Seller, strikes, epidemics, pandemics, mandatory and advised government measures, wars, machine failures and/or malfunctions, delays in the purchasing side or the impossibility of purchasing, for example, raw materials, semi-finished products, equipment, fuel or transport, changes in the range of suppliers, import and export bans or import and export restrictions, transport restrictions, all this if these occur at the Seller's company as well as its suppliers

6.2 If the force majeure situation has lasted longer than 2 (two) months, or if it has been established that it will last longer than 2 (two) months, both parties have the right to terminate the Agreement for the part that has not yet been fulfilled by the Seller. Earlier termination by the Buyer is expressly excluded.

6.3 In the event of force majeure, the Buyer is not entitled to compensation for any damages incurred

Article 7 – Retention of title

7.1 Seller retains title to all Products delivered until all its claims against Buyer under any Agreement or otherwise have been paid in full to Seller

7.2 As long as the title to the Products has not passed to the Buyer, Buyer may not sell, pledge or grant third parties any other right to the Products, except within the normal course of its business

7.3 Seller is entitled to unhindered access to the Products it retained title to. Buyer shall fully cooperate with Seller in order to enable Seller to exercise its retention of title by taking back the Products, including any disassembly required for this purpose

7.4 Buyer is obliged to keep the Products delivered under retention of title with due care and as recognizable property of Seller

7.5 If Buyer is in default of payment and Seller reclaims the delivered Products using the retention of title, the costs thereof will be borne by Buyer

7.6 If and for as long as Seller hold the title to the Products, Buyer shall immediately notify Seller if they are (threatened to be) seized or if (any part of) the Products are otherwise claimed. Buyer must also point out Seller's (property) rights to any third party

Artikel 8 – Suspension and dissolution

8.1 If the Buyer breaches in any of its obligations to the Seller, or if the Seller may reasonably expect that the Buyer will, for instance if it learns that the Buyer's creditworthiness is declining, the Seller shall be entitled to suspend (further) performance of its obligations under the Agreement by means of a written notification, without the Seller being obliged to pay any compensation, all this without prejudice to its other rights

8.2 In the event that the Buyer

becomes insolvent, is declared bankrupt, is admitted to the Statutory Debt Rescheduling Scheme for Natural Persons, requests bankruptcy or suspension of payment or admission to the Statutory Debt Rescheduling Scheme for Natural Persons, assigns his estate, or in the event (prejudgment and/or executory) attachment to its assets or a part thereof are levied;

is placed under guardianship or otherwise loses the power to dispose of its assets or parts thereof;
proceeds to a strike or transfer of his company or part thereof, including the contribution of his company to a company to be established or already existing, or changes the objective of his company;
dies, or one of the directors or key figures of the Buyer dies;
its personnel, or third parties engaged by Buyer (including influencers sponsored by it) harm the good name of the Seller and/or its Products and/or make a negative public statement about the Seller and/or its Products;
does not timely and/or does not properly comply with any obligation imposed on it by virtue of the law or on the basis of the Agreement or Terms and Conditions;

Seller is entitled to terminate the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention, by means of a written notification, without prejudice to its other rights

Article 9 – Liability

9.1 As stipulated in Article 5.4, Products that are determined not to have been delivered in accordance with the Agreement will be credited or replaced by the Seller, provided that all other (contractual and legal) conditions for establishing liability are met

9.2 Other damages and claims such as lost compensation or purchase price reduction, for whatever reason, will not be reimbursed by the Seller, unless the damage is covered and paid out by the Seller's insurer or when exclusion or limitation of liability is not permitted by law

9.3 In the specific situations where the limitation of liability as included in these Terms would be unacceptable according to the standards of reasonableness and fairness, the Seller's liability is in any case limited to the invoice value of the part of the Agreement from which the liability arises. If the liability cannot be specifically related to (part of) the Agreement, the liability is limited to an amount of EUR 20,000 per event

9.4 Seller is under no circumstances liable for indirect damages such as consequential damages, reputational damages, damages due to delays and loss of profit or turnover

9.5 The Buyer shall indemnify the Seller against all claims from third parties, directly or indirectly related to (the use of) the Products and shall compensate the Seller for all damage suffered by the Seller as a result of such claims

Article 10 – Intellectual property, confidentiality and data protection

10.1 All intellectual property rights and related rights, such as copyright, trade name right, trademark right, design right, patent right, database right and related rights, as well as rights to know-how and trade secrets with regard to the Products delivered by the Seller, including recipes, ingredient lists, texts, images, design, photos and software, reports, manuals, presentations and advice, are exclusively held by Seller. The Buyer acknowledges

these rights and will refrain from any infringement thereof

10.2 The Buyer undertakes to maintain the confidentiality of all confidential information and the in 10.1 mentioned intellectual property rights it obtains from the Seller in the context of the Agreement. Information is considered confidential if this has been communicated by the Seller or if this arises from the nature of the information. Buyer realizes that in any case the recipes and production methods of Seller are qualified as confidential. The Buyer is not permitted to share (information about) the Products and their production methods

with third parties for purposes other than those necessary for primary business operations. In any case, the Buyer will not share information with other producers and suppliers of dietary supplements. Nor shall the Buyer investigate (information about) the Products or the production methods with the aim of being able to counterfeit the Products

10.3 When an Agreement is concluded, the Seller will record the Buyer's details in a file. This file is used for the following purposes: - for the performance of services and the delivery of the Products; - for marketing and sales activities such as providing the best possible information about our (other) products and services; - for market research; - for both statistical analyses and analyses per company

10.4 Seller will not provide Buyer's data to third parties, with the exception of cases where this is necessary for the performance of the services and the delivery of Products. In such cases, consent to the use of that data is limited to the stated purpose

Article 11 – Modification of General Terms and Conditions

Seller is entitled to unilaterally change these Terms. In that case, Seller will inform Buyer of the change. The Terms and Conditions shall be deemed to have been accepted by Buyer if no written protest has been communicated to Seller with 2 (two) weeks of receipt. The amended Terms and Conditions shall apply to the next order or assignment

Article 12 – Applicable law and dispute resolution

12.1 These Terms and Conditions, as well as the Agreement, and all other communication pertaining to a legally binding contract between Buyer and Seller are governed by Dutch law. The original version of the Terms and Conditions is drafted in Dutch. If there is a difference of interpretation between the text of the Dutch version and any translation thereof, the Dutch version will prevail

12.2 All disputes that may arise as a result of the Agreement or these Terms will be settled exclusively by the District Court of West-Brabant, location Breda, or any another competent court at the Seller’s discretion