General terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY SUPSUPPLIERS B.V.
Version March 2024

Article 1 - General
1.1 In these general terms and conditions ("Conditions")
shall mean:
- Seller: Supsuppliers B.V., established in (6921 RZ) Duiven at Impact 69h, registered with the Chamber of Commerce under number 78295416.
- Customer: the customer who enters into an Agreement with Supsuppliers B.V. and/or has registered on the Website.
- Agreement: an agreement between the Customer and the Seller pursuant to which the Seller supplies Products.
- Products: Seller's goods, services and/or advice, in the broadest sense of the word.
- Website: the websites including webshops of the Seller, including but not limited to supsuppliers.com, shakebekers-bedrukken.nl, www.drinkfles-bedrukken.nl, shaker-bedrucken.de and www.promosky.nl.

1.2 These Conditions apply to all offers, quotations, order confirmations,
Agreements and to all related (legal) acts of the Seller and the Customer. In case of conflict, the Agreement shall prevail over the Conditions.

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

1.4 Deviations from these Terms and Conditions and from the Agreement shall only be valid if and insofar as they are expressly stipulated in writing by the Seller and apply only once.

1.5 In the event of nullity, annulment or otherwise inapplicability of (part of) one or more provision(s) of the Terms and Conditions, the remaining provisions shall continue to apply in full. In such cases, as far as possible the scope of the void, annulled or inapplicable provision will be acted upon.

Article 2 - Conclusion of agreements
2.1 All offers, quotations, order confirmations and statements made by or on behalf of Seller are entirely without obligation.

2.2 An Agreement is established if a written Agreement signed by both parties is concluded, or if the Seller sends an order confirmation to the Client by e-mail or in writing, which order confirmation in such a case counts as an
correct and complete representation of the Agreement concluded between Seller and Customer.

2.3 If the Client has accepted the offer electronically, the Seller shall immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed, the Client has the option to dissolve the Agreement.

2.4 If it appears that incorrect data were provided by the Client when accepting or otherwise entering into the Agreement, the Seller is entitled to fulfil its obligation only after the correct data have been received.

2.5 If no written and/or electronic Agreement has been concluded and also no order confirmation has been sent, the parties shall nevertheless be bound if the Seller starts to carry out the Agreement. In this case, the invoice shall be considered the Client's order and the correct representation of the Agreement between Seller and Client.

2.6 The Seller's activities are focused on business
market. The Seller may assume that the Client is acting in the course of a profession or business, or at least intends to do so, even if the Agreement is concluded, or the registration on the Website is made, by a natural person. If the Client is not acting in the exercise of a profession or business, the Client is obliged to inform the Seller of this in writing. The Seller reserves the right not to enter into or to dissolve the Agreement with the Client in case the Client is not acting in the exercise of a profession or business.

2.7 Seller may inform itself within legal frameworks whether the Client can meet its payment obligations, but also of all facts and factors that are important for a responsible conclusion of the Agreement. If Seller, on the basis of this investigation, has good grounds not to enter into the Agreement, it is entitled to refuse an order or application with reasons or to attach special conditions, such as advance payment, to the execution.

2.8 The Customer cannot derive any rights from the images shown on the Website. Actual colours may differ from the colours as digitally visible.

2.9 The Customer is not entitled to transfer this Agreement and/or any rights and obligations arising therefrom in whole or in part to a third party without the prior written consent of the Seller.

Article 3 - Registration
3.1. To make best use of the Website, the Customer can register via the registration form/ account sign-up option on the Website.

3.2. During the registration procedure, Customer chooses a username and password with which he can log on to the Website after registration. Customer is responsible for choosing a sufficiently reliable password.

3.3. The Client must keep his login details, his user name and password strictly confidential. Seller is not liable for misuse of the login details and may always assume that a Customer who logs on to the Website is actually that Customer. Everything that happens via the Client's account is the responsibility and risk of the Client.

3.4. If the Client knows or suspects that his login details have fallen into the hands of unauthorised persons, he must change his password as soon as possible and/or notify the Seller thereof, so that the Seller can take appropriate measures.

Article 4 - Right of withdrawal
4.1. This article only applies to the Customer being a natural person not acting in the exercise of his profession or business.

4.2 The Customer has the right to rescind the remotely concluded Agreement with the Vendor within 14 days of receiving the Product, without giving reasons.

4.3 The period commences on the day after the Customer, or a third party designated in advance by him, who is not the carrier, has received the Product, or:
- if the Customer ordered several Products in the same order: the day on which the Customer, or a third party designated by him, received the last Product;
- if the delivery of a Product consists of several consignments or parts: the day on which the Customer, or a third party designated by him, received the last consignment or part;
- for Agreements for regular delivery of Products during a given period: the day on which the Customer, or a third party designated by him, received the first Product.

4.4 The Customer must bear the return costs himself, if these costs are higher than the regular postal rate the Seller will provide an estimate of these costs.

4.5 Within the withdrawal period referred to in paragraph 1, the Customer shall handle the Product and its packaging with care. The Customer shall only open the packaging and use the Product to the extent necessary to inspect the nature, characteristics and functioning of products. The starting point here is that this inspection may not go beyond what the Customer would be able to do in a physical shop.

4.6 The Customer is only liable for depreciation of the Product resulting from a way of handling the Product that goes beyond what is allowed in the previous paragraph.

4.7 The Client may rescind the Agreement in accordance with the period stated in paragraph 1 of this article by sending the model rescission form (digitally) to the Seller or by otherwise unambiguously notifying the Seller that he renounces the purchase. In case of a digital notification, the Seller shall confirm receipt of that notification. After dissolution, the Customer still has 14 days to return the Product. It is also possible to return the Product directly within the cooling-off period set out in paragraph 1 of this Article, provided the model withdrawal form or other unambiguous declaration for withdrawal is enclosed.

Products can be returned to:

Supsuppliers B.V.
Impact 69h
6921 RZ Duiven

4.8 Amounts already paid by the Client (in advance) will be refunded to the Client as soon as possible, but at the latest within 14 days after termination of the Agreement, in the same way as the Client paid for the order. If the Client has chosen a more expensive method of delivery than the cheapest standard delivery, the Seller does not have to refund the additional costs for the more expensive method. Unless the Seller offers to collect the Product itself, the Seller may wait with refunding until the Seller has received the Product or until the Client proves that he has returned the Product, whichever is earlier.

4.9 Information on whether or not the right of withdrawal applies and any desired procedure shall be clearly stated on the Website in good time before the conclusion of the Agreement.

4.10 The right of withdrawal does not apply to:
- Products created by the Seller in accordance with the Customer's specifications;
- Products that can spoil or age quickly.

Article 5 - Prices and payment
5.1 Unless otherwise stated, prices are in Euro and exclude VAT, other costs, taxes, levies, duties and import and export duties payable by law. The Customer shall bear the exchange rate risk in case of payment in foreign currency.

5.2 Prices are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and insurance, unloading costs, levies and taxes, raw materials, electricity and gas, 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 the cost factors has increased compared to the prices on which the Agreement is based. The Customer undertakes to accept a price increase up to and including 10%.

5.3 Payments shall be made within 14 (fourteen) days from the invoice date. The Customer shall pay the invoiced amounts without any deductions, discounts or offsets and shall not be entitled to suspend any payment obligation towards the Seller.

5.4 In the case of orders through the Website, the Client must make payments to Seller according to the payment methods indicated in the ordering procedure and, if applicable, on the Website. Seller is free in its choice of payment methods and these may also change from time to time. In case of payment after delivery, Client has a payment term of 14 days starting the day after delivery.

5.5 All payment terms are final. If no payment has been made within 14 (fourteen) days of the invoice date, the Client shall be immediately in default and all Seller's claims against the Client, on whatever account, shall be immediately due and payable. In that case, the Client shall owe statutory commercial interest (Section 6:119a of the Dutch Civil Code) + 4% 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 Customer. 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.

5.6 Complaints regarding an invoice must be made within 8 (eight)
days after the invoice date have been submitted to the Seller in writing. After this period, complaints will not be considered and the Customer has processed his rights. A complaint does not suspend the payment obligation.

5.7 The Seller is authorised at all times to require an advance payment from the Client, or any form of security including but not limited to pledges and bank guarantees, to which the Client is obliged to cooperate.

Article 6 - Discounts and discount codes
6.1 Seller may issue discount codes through various channels which can be used for discounts on Seller's Products as stated with the discount code.

6.2 Each discount code is personal and non-transferable and may only be used once per Customer and per account, unless expressly stated otherwise.

6.3 If the value of the discount code exceeds the payable amount for which the discount code can be used, the value of the discount code above that amount will expire when the discount code is used.

6.4 Offers apply as long as stocks last. It is therefore possible that a discount code cannot be used (anymore) if the articles for which this discount code is intended are sold out.

6.5 Discount codes cannot be used retroactively for products and/or services already ordered and/or paid for. Discount codes cannot be redeemed for cash.

6.6 Seller reserves the right to invalidate discount codes at its discretion, including but not limited to cases of (attempted) abuse or fraud

6.7 The receipt of discounts and/or discount codes in a certain frequency or during a certain period cannot confer any rights on the Customer to more or additional discounts or discount codes.

6.8 Seller reserves the right to exclude Customers in general or a Customer in particular from (the use of) discounts or discount codes, such as but not limited to cases of (attempted) abuse or fraud.

Article 7 - Delivery and delivery times
7.1 Unless expressly agreed otherwise,
deliveries shall take place ex works and the Products shall travel at the expense and risk of the Customer.

7.2. The Customer has the choice of collecting the Products from Supsuppliers, having them shipped via Supsuppliers by PostNL or by another carrier. Supsuppliers will pack the Products carefully taking into account the transport. Supsuppliers is not responsible for damage occurring during transport. Transport is at the expense and risk of the Customer. Any damage must be reported to the carrier. If the services of PostNL, or another carrier, are used via SupSupliers, this is for mediation purposes only. The Customer will receive a track and trace code to track the delivery himself. The basic principle is that the Customer is obliged to ensure that someone is present at the location at the time of delivery to take delivery of the Products. The making of other arrangements transport and time of delivery is between the carrier and the Customer. SupSupliers is not liable for the consequences of a breach of these arrangements.

7.3 During (internal) transport and storage of Products, the Customer must act in accordance with the applicable laws and regulations, including the HACCP standards, and the storage regulations, failing which no liability whatsoever can be accepted for (damage resulting from) defects to the Products.

7.4 Seller is entitled to do and separately
Invoicing of partial deliveries.

7.5 The stated delivery times are approximate and not deadlines. Exceeding delivery times does not entitle the Client to compensation, except in case of intent or gross negligence on the part of the Seller.

Article 8 - Complaints and quality
8.1 The Customer must examine the Products (or have them examined) upon delivery - or as soon as possible thereafter. In doing so, the Customer must check in particular whether the delivered Products comply with the agreement, namely:
- Whether the correct Products have been delivered;
- whether the Products delivered in terms of quantity
correspond to what has been agreed;
- whether the Products delivered 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.

8.2 Complaints regarding the quantity of Products delivered and complaints regarding defects or damage must be made immediately after delivery and noted by the Client on the receipt provided to the Seller, after which complaints must also be made in writing, stating reasons, within 8 (eight) days of delivery. Complaints relating to quality or deviations from specifications and other complaints must be made in writing, stating reasons, within 8 (eight) days of delivery. After expiry of these periods, the right to complain shall lapse and complaints shall no longer be considered. Complaints do not entitle the Customer to suspend its payment.

8.3 The right of complaint lapses if the Customer 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 examination by the Customer and any third parties engaged by it in the condition they were in at the time the defects were detected.

8.4 If the complaint is well-founded, the Seller will, at its discretion, either send a credit note or deliver a replacement (similar) Product, only after returning the originally delivered Products. The Seller shall not be obliged to pay any (further) compensation. Credit notes shall first be set off against claims of the Seller against the Customer and only paid out by the Seller when there are no outstanding invoices or other offsettable claims.

8.5 Legal actions must be brought by the Customer within 6 (six) months after the timely complaint under penalty of expiry.

8.6 The Client guarantees that Products on which an expiry or use-by date is stated will not be processed, used and/or sold after that date. The Seller does not accept any liability after consumption or use of the Products after their expiry date.

8.7 Customers not acting in the exercise of their profession or business may also submit a complaint via the European Dispute Resolution Platform, accessible at http://ec.europa.eu/odr/.

Article 9 - Force majeure
9.1 If Seller is prevented by force majeure from fulfilling its obligations to the Client, the period within which Seller must fulfil its obligations shall be extended by the duration of the force majeure situation. Force majeure shall in any case mean any circumstance independent of the Seller's will, such as, but not limited to, special weather conditions, illness of persons working for the Seller, strikes, epidemics, pandemics, compulsory and advised measures on the part of the government, wars, breakdowns of machinery and/or delays on the purchasing side or impossibility of purchasing, for example, raw materials, semi-manufactured products, equipment, fuel or transport, changes in the range of suppliers, import and export bans or import and export impediments, transport impediments, all this if they occur at the Seller's company as well as at its suppliers.

9.2 Has the force majeure situation lasted longer than 2 (two)
months, or it is established that it will last longer than 2 (two) months, then both parties are entitled to dissolve the Agreement for the part that has not yet been fulfilled by the Seller. Previous dissolution by the Customer is expressly excluded.

9.3 In case of force majeure, the Customer is not entitled to compensation.

Article 10 - Retention of title
10.1 In the event that the Products are purchased in the exercise of a trade or business, the Seller retains title to all Products delivered until all its claims against the Client in respect of any Agreement or otherwise have been paid to the Seller in full.

10.2 As long as ownership of the Products has not passed to the Customer, the Customer may not sell, pledge or grant any other right to the Products to third parties, except within the normal course of its business.

10.3 Seller shall be entitled to unhindered access to the Products owned by it. The Client shall cooperate with the Seller to enable the Seller to exercise its retention of title by repossessing the Products, including any dismantling required for this purpose.

10.4 The Customer is obliged to keep the Products delivered under retention of title with due care and as recognisable property of the Seller.

10.5 If the Client defaults on payment and the Seller therefore recovers the delivered Products using the retention of title, the costs thereof shall be borne by the Client.

10.6 If and as long as the Seller owns the Products, the Client shall inform the Seller immediately if they are seized (or threatened to be seized) or otherwise a claim is made to (any part of) the Products. The Client shall also point out to the third party the (ownership) rights of the Seller.

Article 11 - Suspension and dissolution
11.1 If the Client fails to fulfil any obligation to the Seller, or if the Seller can reasonably expect that the Client will fail to fulfil any obligation to the Seller, for example if it learns that the Client's creditworthiness is declining, the Seller has the right to suspend the (further) fulfilment of its obligations under the Agreement by means of a written notification, without the Seller being obliged to pay any compensation, without prejudice to its other rights.

11.2 In the event that the Customer:
- becomes insolvent, is declared bankrupt, is admitted to the Statutory Debt Rescheduling Arrangement for Natural Persons, applies for its own bankruptcy or suspension of payments or admission to the Statutory Debt Rescheduling Arrangement for Natural Persons, renounces its estate, or all or part of its assets are attached;
- is placed under guardianship or
otherwise loses the power of disposal of his assets or parts thereof;
- proceeds to strike or transfer of
all or part of his business, including the contribution of his business to a company to be incorporated or already existing, or proceeds to change the objective of his business;
- dies, or one of the directors or key personnel of the Customer dies;
- its personnel, or third parties engaged by the Customer (which also includes influencers sponsored by it) damages the good name of the Seller and/or its Products and/or makes negative public statements about the Seller and/or its Products;
- does not, does not timely and/or does not properly fulfil any obligation resting on him by force of law or pursuant to the Agreement or Terms and Conditions;
Seller is entitled to dissolve 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 12 - Liability
12.1 As stipulated in Article 8.4, Products which have been established as not being delivered in accordance with the Agreement will be credited or replaced by the Seller, provided that all other (contractual and statutory) conditions for establishing liability are met.

12.2 Other damages and claims such as loss compensation or purchase price reduction, for whatever reason, shall not be compensated by the Seller, unless the damage is covered and paid by the Seller's insurer or if exclusion or limitation of liability is not permitted by law.

12.3 In concrete cases where the limitation of liability as included in these Terms and Conditions would be unacceptable according to the standards of reasonableness and fairness, the Seller's liability shall in any event be limited to the invoice value of that part of the Agreement from which the liability arises. If the liability cannot be specifically related to (part of) the Agreement, then the liability shall be limited to an amount of EUR 20,000 per event.

12.4 Under no circumstances shall Seller be liable for indirect damage such as consequential damage, reputation damage, delay damage and loss of profit or turnover.

12.5 In the case of printed Products (including shake cups and drinking bottles), the Seller is not liable for any deviations in colour of the actual Product from digitally shown samples. At the Customer's request, a sample of the Product can be provided against payment and the Customer can verify whether the actual printing and colouring meets the Customer's requirements. If the Customer chooses not to order a sample of the Product, the consequences of deviations remain at the Customer's expense and risk.

12.6 Irrespective of any information and/or advice provided by the Seller to the Client about drawing up and using a food safety plan, or complying with other laws and regulations imposed by the government and/or bodies such as the NVWA, the Client remains at all times responsible for complying with these. Information and/or advice provided should be seen as a guide and should be checked for applicability and accuracy by the Customer himself.

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

Article 13 - Intellectual property, confidentiality and data protection
13.1 All intellectual property rights and related rights, such as copyright, trade name rights, trademark rights, design rights, patent rights, database rights and neighbouring rights, as well as rights to know-how and trade secrets in relation to the Products supplied by the Seller, including recipes, lists of ingredients, texts, illustrations, design, photos and software, reports, manuals, presentations and advice, are vested exclusively in the Seller. The Customer acknowledges these rights and shall refrain from any infringement thereof.

13.2 The Client undertakes to keep confidential all confidential information and the intellectual property rights referred to in 13.1 that 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 it arises from the nature of the information. The Customer realises that in any case the recipes and production methods of the Seller qualify as confidential. The Customer is not allowed to share (information about) the Products and their production methods with third parties for a purpose other than that necessary for the primary business operations. In any case, the Customer shall not share information with other products and suppliers of nutritional supplements. Nor shall the Customer examine (information about) the Products or their production methods (or have them examined) for the purpose of counterfeiting the Products.

13.3 On the formation of an Agreement, the Seller records the Client's data in a file. This file is used for the following purposes:
- for the purpose of performing services and delivering the Products;
- for the purpose of marketing and sales activities such as providing the best possible information on our (other) products and services;
- for the purpose of market research;
- for both statistical and company-by-company analyses.

13.4 The Seller shall not provide the Client's data to third parties except in the case where this is necessary for the performance of the services and delivery of Products. In such cases, permission to use such data is limited to the defined purpose.

Article 14 - Modification of conditions
14.1 Seller is entitled to unilaterally amend these Conditions. In that case, Seller will notify the Client in writing of the change. The Conditions shall be deemed to have been accepted by the Client if no written objection has been made by the Client within two weeks of receipt. The amended Terms and Conditions shall apply to the next order or assignment.

Article 15 - Applicable law and dispute resolution
15.1 On these Terms, as well as on the Agreement,
Dutch law shall apply.

15.2 All disputes that may arise as a result of the Agreement or these Conditions shall be settled exclusively by the District Court of Gelderland, location Arnhem, or another competent court at the Seller's discretion.

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