Sales Terms and Conditions

1. SCOPE OF APPLICATION

These Sales Terms and Conditions (STC) apply to all products manufactured and/or marketed by the COMPANY. Likewise, they will be applicable to all those matters that are not expressly regulated in the conditions agreed to by the COMPANY and the CUSTOMER in writing before formalising the order.

By issuing an order for a supply, the CUSTOMER is deemed to have accepted all the GCS, unless other conditions have already been agreed to with the COMPANY, in which case all other conditions that are not expressly affected by the deletion or modification accepted shall remain in force.

2. PRICES

The COMPANY reserves the right to change the prices of the products, and withdraw any discounts previously agreed with the CUSTOMER for any reason as the COMPANY sees fit. The COMPANY may also discontinue any product that is the subject of the transaction for internal, regulatory or administrative reasons. 

The unit sales prices of the products are stated without VAT and any other tax that may apply to them. Taxes are added to the final amount billed. 

Delivery charges shall be borne by the COMPANY or the CUSTOMER as agreed prior to shipment of orders.  

In the case of any additional fees that may be incurred in the transaction, the party that will be responsible for such costs must also be specified in the conditions previously agreed with the COMPANY.

3. FORMALISATION OF ORDERS AND SCOPE OF PURCHASE AND SALE

The scope of the sale will be specified in the order conditions previously agreed by the COMPANY and CUSTOMER.

The sale includes solely the products ordered.

In the event of delivery of only some of the products initially agreed due to a shortage of products at the COMPANY, the remainder will be sent to the CUSTOMER immediately the remaining products become available to the COMPANY.

Changes and variations to the scope, terms or other conditions of an order proposed by one of the Parties must be notified to the other in writing and will not be valid unless agreed to by the other party. Such changes and variations include those made to adapt to changes in the applicable laws, rules and regulations that occur after the date of the previously agreed terms; if such changes and variations impose additional or more onerous obligations on the COMPANY, the COMPANY shall be entitled to an equitable adjustment of the contractual terms that fully reflects the consequences of the new or modified law or regulation. 

4. PAYMENT TERMS

The payment terms are set out in the previously agreed conditions and in the absence of a different agreement between the parties, orders shall be paid for as follows:

50% when the order is placed and 50% three (3) days before the delivery of the order. 

These payment conditions must comply with the provisions of Law 15/2010 of 5 July, which establishes measures to combat late payment in commercial operations, without exceeding the maximum periods established therein. 

If, for reasons beyond the COMPANY’s control, the delivery of the products is delayed, the contractual payment terms and conditions shall remain in force. 

5. DEFAULT

If the CUSTOMER does not make all the payments foreseen in full, the COMPANY will be entitled, from the day following the due date of the payment, to receive the interest foreseen in Law 3/2004 of 29 December establishing measures to combat late payments in commercial transactions, and compensation for collection costs at five per cent (5%) of the amount on which default interest is payable. 

The COMPANY may also suspend the performance of this Agreement until it is paid in full, for which purpose it must serve written notice to the CUSTOMER. If, after two months the CUSTOMER has not paid the full amount due, the COMPANY may automatically terminate the contract by notifying the CUSTOMER. Termination of this Agreement on these grounds entitles the COMPANY to claim the payment of the costs incurred as damages, and payment of the expenses arising from the default. 

In the case of successive orders, if the CUSTOMER does not pay any of the orders in full, the COMPANY may refuse to serve successive/later orders until the CUSTOMER has paid the entire amount due. If payment is not made within 14 calendar days from the due date, the COMPANY may terminate all subsequent contracts, terminating the business relationship entirely, with the consequences arising, including the loss of territorial exclusivity. Furthermore, such termination shall entitle the COMPANY to claim the payment of the relevant costs as damages, as well as the payment of expenses arising from the failure to pay and compensation for undelivered orders.

6. PRODUCT DELIVERY

The deadlines for the delivery of the products are merely informative and are not binding on the COMPANY.

Unless expressly agreed in writing with the COMPANY, the CUSTOMER shall not be entitled to request the cancellation of an order or any compensation in the event of a delay in the delivery of the product due to circumstances beyond the control of the COMPANY.

The CUSTOMER may not refuse to pay the price of the products already delivered if the COMPANY only delivers a part of the order.

7. PRODUCT RETURNS AND COMPLAINTS

Complaints regarding quality defects must be sent to the COMPANY with a sample of the product. Products supplied under this Agreement shall be deemed to have been supplied in accordance with the agreed quality unless the COMPANY receives a written complaint within 14 days of delivery of the product.

Under no circumstances will the COMPANY accept returns without the prior agreement of the CUSTOMER and signature and delivery of the COMPANY’S return authorisation document.

8. GUARANTEES AND PRODUCT QUALITY

The CUSTOMER will inspect the products received from the COMPANY to ensure compliance with the agreed quality, shortages and/or any other defects, making a visual inspection and all reasonable and state-of-the-art quality control standards for incoming products.  

The COMPANY must guarantee the quality of the products until the expiry date, provided that the product has not been manipulated, transformed, altered or has undergone any modification that alters its condition, both inside the product and in its packaging, in whole or in part. The CUSTOMER acknowledges and holds the COMPANY harmless of all liability for the degradation of the concentration of vitamins, minerals and other ingredients that are known to degrade over time, even if they have not reached their expiration or “best before” date.

The CUSTOMER undertakes to store the products in accordance with the law applicable to food safety.

9. LIMITED LIABILITY

The COMPANY’s liability for claims arising from the performance or non-performance of its contractual obligations shall not exceed in the aggregate the basic contractual price and shall in no event include damages arising from loss of profits, loss of revenue, production or use, cost of capital, energy costs, loss of expected savings, increased operating costs or any special, indirect or consequential damages or losses of any kind. The limitation of liability contained in this clause shall prevail over any limitation of liability contained in any other contractual document which is inconsistent with this clause, unless such provision further restricts the COMPANY’s liability. 

10. RETENTION OF TITLE AND TRANSFER OF RISK

The product shall continue to be owned by the COMPANY which will retain with all inherent rights until the CUSTOMER has paid the sale price in full. 

In addition to the special requirement to fulfil the obligations established regarding the products sold, the CUSTOMER will be liable for them with all its other assets. 

This notwithstanding, once the products have been delivered to the CUSTOMER, they become the responsibility of the CUSTOMER for the purposes of protection, storage, custody and security, theft and any other risks, the CUSTOMER undertaking to collaborate with the COMPANY to adopt any measures necessary to protect the latter’s property rights.

Once the total amount due has been paid in full, full ownership of the products shall be transferred to the CUSTOMER. 

11. MARKETING LIMITS

The CUSTOMER acknowledges and agrees that the product purchased may be subject to limitations, restrictions and prohibitions on sale in its territory.

The CUSTOMER must have the requisite administrative permits and health authorisations to be able to sell the products purchased.

The CUSTOMER acknowledges that the products sold by the COMPANY are correctly notified or registered in the country/countries where they will be marketed, and that the name and registration of the COMPANY will not appear on the packaging of the products, unless expressly authorised to do so in writing. 

The CUSTOMER acknowledges that all advertising and promotion of the product, including its packaging, is the responsibility of the CUSTOMER and holds the COMPANY harmless of any liability for possible action from the health or consumer authorities. 

12. INTELLECTUAL PROPERTY

The intellectual property over this agreement, in all its terms; of the information attached to it is owned by the COMPANY, as well as the internal developments of the products sold, and its use by the CUSTOMER for purposes other than the fulfilment of the objectives of the purchase sale agreement is expressly forbidden.

The intellectual property and the products sold, designs, brands, logos, drawings, etc., incorporated or related to them belong to the CUSTOMER, so the COMPANY is expressly prohibited from using them for purposes other than the fulfilment of the objectives of the sale.

13. CONFIDENTIALITY

In relation to confidential information provided by the issuer or otherwise obtained by them, the parties agree to: 

Treat confidential information as strictly private and confidential and therefore limit its disclosure exclusively to directors, officers, employees and consultants whose function requires them to have access, and ensure that such persons are informed of the obligations contained in this agreement. 

Keep confidential information in storage and in a safe place. 

Not to disclose confidential information or allow it to be obtained by any third party without the prior written consent of the issuer. 

Not to use confidential information for purposes other than its intended purpose.

Not to copy in any manner all or any part of the confidential information for purposes other than the intended purpose or for persons whose identity has not been approved in writing in advance by the originator. 

Return to the originator, upon written request, or destroy all or part of the confidential information – written or otherwise – and all copies in its possession or in the possession of third parties and confirm its return or destruction in writing. 

The parties undertake to return all documentation and records provided in any form and, where appropriate, copies obtained thereof, which is considered information covered by the duty of confidentiality subject to this Agreement in the event that the relationship between the parties is terminated for any reason whatsoever

14. APPLICABLE LAW AND COMPETENT JURISDICTION

These Sales Terms and Conditions in all their scope of application and all relationships arising from them are governed by and will be interpreted in accordance with Spanish law.

In case of a dispute regarding the interpretation of the previously agreed conditions (prices, rates, etc.), the performance of the agreement or these STC, the parties expressly waive their own jurisdictions and agree to be bound by the courts of the city of Barcelona.