Algemene voorwaarden

General Terms and Conditions NUVITA BV

1. GENERAL

1.1 These General Terms and Conditions of Sale (“Conditions”) govern the production, offering,
sale, and delivery of all goods and/or services (hereinafter jointly referred to as the “Product(s)”) from or on behalf of NUVITA BV (“NUVITA”), to any party acting in the course of its business or profession who receives a quotation from, places an order with, or otherwise enters into a contractual relationship with NUVITA (each, a “Customer”) and apply to all offers of NUVITA and all transactions and agreements between NUVITA and Customer. NUVITA produces and packages food supplements based on recipes supplied by the Customer, with labels (and where applicable packaging) supplied by the Customer.

1.2 By contracting on the basis of these Conditions, Customer agrees to the applicability thereof in respect of all future dealings, even if this is not explicitly stated. These Conditions shall be deemed to have been made available to Customer prior to the conclusion of any agreement in accordance with applicable Dutch law. Where an agreement is not concluded electronically, the Conditions shall either be physically handed over to Customer, and are otherwise available for review at NUVITA’s office and will be sent to Customer upon request. Where an agreement is concluded electronically, these Conditions shall either be provided in such a way that Customer can save them for future reference, and are otherwise available for review at https://www.nuvita.nl/algemene-voorwaarden/ and will be sent to Customer upon request.

1.3 NUVITA explicitly rejects the applicability of any general terms and conditions of Customer , unless such terms have been expressly accepted by NUVITA in writing. Furthermore, the Conditions supersede any and all terms of prior oral and written quotations, communications, agreements and understandings of the parties in respect of the sale and delivery of the Products and shall apply in preference to and supersede any and all terms and conditions of any order placed by Customer, unless such other terms or conditions are expressly accepted in writing by NUVITA, and any other terms and conditions submitted by Customer. Failure by NUVITA to object to the terms and conditions set by Customer shall in no event be construed as an acceptance of any of the terms and conditions of Customer. Neither NUVITA’s commencement of performance nor NUVITA’s delivery shall be deemed as acceptance of any of Customer’s terms and conditions. If the Conditions differ from any of the terms and conditions of Customer, the Conditions and any subsequent communication or conduct by or on behalf of NUVITA, including, without limitation, confirmation of an order and delivery of Products, constitute a counter-offer and not acceptance of such terms and conditions submitted by Customer. Any communication or conduct of Customer which confirms an agreement for the delivery of Products by NUVITA, as well as acceptance by Customer of any delivery of Products from NUVITA , shall constitute an unqualified acceptance by Customer of the Conditions.

1.4 The current version of the Conditions is available at WWW.NUVITA.NL. NUVITA reserves the right to amend the Conditions at any time. NUVITA will notify Customer of any such amendments by sending the amended Conditions to Customer, posting them on the aforementioned website or by any other means reasonably ensuring that Customer is aware of the amended Conditions. The amended Conditions will take effect on the date of notification of these amendments. The amended Conditions shall apply to all transactions concluded between Customer and NUVITA after the date of such notification.

1.5 Any electronic communication between NUVITA and Customer shall be effective as originals and shall be considered to be a “writing” between the parties. The electronic communication system used by NUVITA will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.

1.6 Deviations from these Conditions shall only be valid to the extent that they have been expressly accepted in writing by NUVITA.

2. QUOTATIONS, ORDERS AND CONFIRMATION

2.1 Unless stated otherwise by NUVITA, quotations, price indication or other communications made by NUVITA to Customer in whatever form are not binding to NUVITA and merely constitute an invitation to Customer to place an order. All such quotations issued by NUVITA are revocable and subject to change without notice. Any such order from Customer shall only be binding upon written confirmation by NUVITA (“Confirmed Order”). NUVITA shall be entitled to refuse an order without indicating the reasons. No agreement shall be deemed to have been concluded unless and until a order is confirmed by NUVITA in writing.

2.2 Price quotations based on estimated or projected purchase quantities, NUVITA reserves the right to adjust the unit prices if the actual quantities ordered by Customer during the relevant period are lower than those estimates. Any such price adjustment shall be reasonably related to the difference in volume.

2.3 Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.

3. PRICES

3.1 Prices and currencies of NUVITA’s Products are as set out in the Confirmed Order. Unless otherwise agreed, NUVITA’s prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of Products to Customer shall be for Customer’s account and shall either be added to each invoice or separately invoiced by NUVITA to Customer. If NUVITA grants a discount, this discount only relates to the delivery specifically mentioned in the Confirmed Order.

3.2 Unless the prices have been indicated as firm by NUVITA in the Confirmed Order, NUVITA is entitled to increase the price of the Products included in the Confirmed Order but not yet delivered, if one or more cost price determining factors have been subject to an increase after the date of confirmation. These factors include, but are not limited to: costs of raw and auxiliary materials, energy, third-party Products or services obtained by NUVITA, wages, salaries, social security contributions, governmental charges (levies), freight costs and insurance premiums. NUVITA shall notify Customer of any such price adjustment, and such adjustment shall not exceed the increase in the determining cost factors. If the total price increase exceeds ten percent (10%) of the original price stated in the Confirmed Order, Customer shall be entitled to cancel (the undelivered part of) the Confirmed Order within five (5) working days after such notification. If Customer does not exercise this cancellation right within that period, the Confirmed Order shall remain binding at the adjusted prices as notified.

4. PAYMENT AND CUSTOMER’S CREDIT

4.1 Unless stated otherwise in the Confirmed Order, payment of the net amount shall be made to NUVITA within 30 (thirty) days following the date of NUVITA’s invoice. All payments shall be made without any deduction on account of any Taxes and free of set -off or other counterclaims except for set-offs with uncontested and/or enforceable counterclaims.

4.2 With regard to payment for the Products, time is of the essence. NUVITA may, without prejudice to any other rights of NUVITA, and without prior notice, charge interest on any overdue payment at 15% (fifteen percent) per annum from the due date computed on a daily basis until all outstanding amounts are paid in full. All costs and expenses incurred by NUVITA with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for Customer’s account.

4.3 Every payment by Customer shall in the first place serve to pay the judicial and extra -judicial costs and the accrued interest and shall afterwards be deducted from the oldest outstanding claim regardless of any advice to the contrary from Customer.

4.4 Any complaint with respect to the invoice must be notified to NUVITA in writing within 5 (five) working days after the date of invoice. Thereafter, Customer shall be deemed to have approved the invoice.

4.5 If NUVITA has reasonable ground to do so , the Customer shall be obliged , upon NUVITA’s request, to partially or fully pay the purchase price and/or the agreed price for the performanceof the work in advance, or to provide a security which , in NUVITA’s reasonable opinion, is sufficient to ensure proper fulfilment of the Customer’s obligations.

4.6 If, before or during the performance of the agreement, NUVITA receives clear indications relating to a decreased creditworthiness of the Customer, or otherwise has a reasonable ground to believe that the Customer will not (timely) fulfil its obligations under the agreement (s) with NUVITA, then NUVITA shall have the right to postpone its obligations under the agreement (s) and the (purchase) price of what has already been delivered or implemented shall become immediately claimable, unless the Customer timeously provides security to the satisfaction of NUVITA for the correct payment of the purchase price.

5. DELIVERY AND ACCEPTANCE

5.1 Unless stated otherwise in the Confirmed Order, any times or dates for delivery by NUVITA are estimates and shall not be of the essence. Delivery times which have been stated shall not be considered binding or final, unless explicit agreement in writing to the contrary has been made. NUVITA is entitled to deliver the Products as stated in the Confirmed Order in parts and to invoice such partial deliveries separately. Delay in delivery of any Products shall not relieve Customer of its obligation to accept delivery thereof, unless Customer cannot reasonably be expected to accept such late delivery. Customer shall be obliged to accept the Products and pay the purchase price specified in the Confirmed Order for the quantity of Products delivered by NUVITA.

5.2 NUVITA’s delivery timeframe is indicative and non-binding. The delivery period may be extended in the event of delays beyond the reasonable control of NUVITA, including—but not limited to—deviations in or extended lead times for raw materials. This may apply, for example, to specific plant extracts, raw materials that are normally used in limited quantities but now need to be purchased in larger volumes, exclusive raw materials designated for a specific client, new raw materials that have not been previously sourced, or other unforeseen circumstances. In such cases, NUVITA cannot be held liable for any indirect damages or losses, including but not limited to loss of profits, loss of business or reputational harm and delays, unless caused by gross negligence or willful misconduct of NUVITA.

6. CANCELLATION

6.1 If the Customer wrongfully refuses or fails to accept delivery of the Products, or cancels the Confirmed Order, NUVITA shall be entitled to a compensation from Customer for all damages caused by such action , including but not limited to : (i) in the case of Products which reasonably cannot be resold by NUVITA to a third party, the full price of such Products as quoted in the Confirmed Order; and (ii) in the case of Products which can be resold by NUVITA, liquidated damages equal to 50% (fifty percent) of the price for the Products as quoted in the Confirmed Order, as a reasonable pre-estimate of the loss and costs incurred by NUVITA. This shall not affect NUVITA’s right to claim higher damages if NUVITA’s actual losses exceed the amount of such liquidated damages.

7. EXAMINATION AND CONFORMITY TO SPECIFICATIONS

7.1 Upon delivery and during the handling, use, commingling, alteration, incorporation, processing, transportation, storage, importation and (re)sale of the Products (the “Use”), Customer shall examine the Products and ensure that the Products delivered meet the agreed specifications for the Products as stated in the Confirmed Order or, in the absence of agreed specifications, to the most recent specifications used by NUVITA at the time of delivery of the Products (the “Specifications”).

7.2 Complaints about the Products shall be made in writing immediately after receipt of the Products and must reach NUVITA not later than 5 (five) working days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and 5 (five) working days from the date on which any other claim (e.g. hidden defects) was or reasonably should have been discovered . Any Use of the Products shall be deemed to be an unconditional acceptance of the Products as of the date of delivery and a waiver of all claims in respect of the Products , unless such claim relates to a hidden defect that the Customer could not reasonably have discovered prior to such Use and provided that the Customer notifies NUVITA in accordance with Article 7.2.7.3 Defects in parts of the Products do not entitle Customer to reject the entire delivery of the Products. Submitting a complaint does not suspend or affect Customer’s obligation to pay as defined in Article 4.

8. TRANSFER OF RISK AND PROPERTY

8.1 The risk of loss or damage to the Products shall pass to the Customer at the moment and in accordance with the Incoterm that applies based on the agreed and actual method of delivery for the relevant shipment:

a) EX WORKS (EXW), Incoterms® 2020 applies in case the parties have agreed that the Customer collects the Products from NUVITA’s premises at Kokerbijl 22 in Haps, the Netherlands. In this case, the risk of loss or damage to the Products passes to the Customer at the moment the Products are made available to the Customer at that location.

b) DELIVERED AT PLACE UNLOADED (DPU), Incoterms® 2020 applies in case the parties have agreed that NUVITA delivers the Products to the Customer via its carrier and that the carrier unloads the Products at an agreed place of destination . In this case, the risk passes to the Customer once the Products are unloaded at the agreed place of destination. If, however, it is not reasonably possible or permitted for the carrier to unload the Products at the agreed place of destination, delivery shall instead be deemed to take place under DAP Incoterms® 2020, at that same location (see below).

c) DELIVERED AT PLACE (DAP), Incoterms® 2020 applies in case the parties have agreed that NUVITA delivers the Products to the Customer via its carrier, but the Customer is responsible for unloading, or if unloading at the agreed location is not reasonably possible or permitted for the carrier. In this case, the risk passes to the Customer when the Products are delivered at the agreed place of destination, before unloading.

8.2 The title to the Products shall not pass to Customer and full legal and beneficial ownership of the Products shall remain with NUVITA unless and until NUVITA has received payment in full for the Products, including costs such as interest, charges, expenses etc.

8.3 In the event of termination on the basis of Article 16, NUVITA shall, without prejudice to any other rights of NUVITA, be entitled to require immediate return of the Products, or to repossess the Products, for which it may invoke a retention of title.

9. LIMITED WARRANTY

9.1 NUVITA solely warrants that on the date of delivery the Products shall conform to the Specifications and FSSC22000 Certification . If and to the extent Products are in breach with such warranty, as determined in accordance with Article 7, NUVITA may at its own option and within a reasonable time either repair or replace the non-conforming Products at no charge to Customer or issue a credit for any such Products in the amount of the original invoice price. These remedies shall constitute the Customer’s exclusive remedies and NUVITA’s sole liability for any breach of this warranty.

9.2 NUVITA’s obligation to repair, replace or credit shall be contingent upon receipt by NUVITA of timely notice of any alleged non -conformance of Products and, if applicable, the return of the Products, in accordance with Article 7.

9.3 The foregoing warranty is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability, suitability or fitness for any purpose, or absence of infringement of any claim in any intellectual property right relating to the Products, all of which are hereby expressly excluded to the maximum extent permitted by applicable law, except in cases of willful misconduct or gross negligence on the part of NUVITA.

10. LIMITED LIABILITY

10.1 NUVITA’s liability for any and all claims arising out of or in connection with any agreement between NUVITA and Customer, the Products and the Use thereof shall per event or series of related events be limited to direct damages of Customer and shall under no circumstances exceed the sales value of the defective batch of the relevant Product supplied to Customer.

10.2 NUVITA shall under no circumstances be liable to Customer or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profit, delay in delivery, work stoppage, production failure, impairment of other goods or based on any other cause, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise.

10.3 The Customer warrants that and is and shall remain fully responsible and liable for ensuring that all elements, information and materials provided by or on behalf of the Customer in connection with the Products — including but not limited to recipes, formulas, product specifications, raw materials, packaging, labeling , designs and claims (including but not limited to claims related to nutrient content (e.g. “low fat”, “high fiber”), label claim active content in the Product (e.g. vitamin content), health benefits (e.g. “supports immune health”, “reduces cholesterol”), labeling of allergens, allergen-related claims (e.g. “allergen free”, “gluten-free”, “contains…”, “may contain…”), “vegan” and “vega” claims, other “free-from” claims and the use of the ℮-mark (NOT permitted, is subject to strict rules*) — comply with all applicable laws and regulations. This includes, but is not limited to, legislation relating to food safety, food supplements, labeling, advertising, consumer protection, nutrition and health claims, product liability, and the use of the ℮-mark. Applicable legislation may include, without limitation, Regulation (EU) No. 1169/2011, Regulation (EC) No. 1924/2006, national laws implementing Directive 2002/46/EC, national food law, relevant advertising codes and (self -regulatory) guidelines.

*The weighing scales used within the production processes by NUVITA are well maintained and calibrated, but do not meet the requirements necessary to legally affix the “℮-mark” (estimated symbol indicating average weight ) as defined by applicable European Union regulations. As such, Customers are strictly prohibited from placing the “ ℮-mark” on their product packaging based on weights determined using NUVITA’s equipment.

The Customer shall also be and remain fully responsible and liable for ensuring that no elements, information. and materials provided by Customer infringe any intellectual property rights of third parties, including but not limited to trademarks, copyrights and design rights. This warranty expressly covers any Products, packaging, labels or other materials that are developed, manufactured or assembled by NUVITA wholly or partly based on the information, specification, materials or instructions provided by the Customer. The Customer shall indemnify and hold harmless NUVITA against any and all claims, damages, penalties, legal proceedings, losses and costs (including reasonable legal fees) arising from or related to any breach of this warranty as described in this Article 10.3, including claims relating to the final Products.

10.4 Nothing in this Article 10 shall exclude or limit NUVITA’s in the event of willful misconduct or gross negligence on the part of NUVITA.

11. FORCE MAJEURE

11.1 NUVITA shall not be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the Customer caused by any circumstance beyond its reasonable control, including, without limitation, acts of God, laws and regulations, administrative measures, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemic, strike, lockout, slowdown, labour disturbances, difficulty in obtaining necessary labour or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors (“Force Majeure”).

11.2 In the event of Force Majeure, NUVITA shall be entitled to suspend its obligations under the applicable Confirmed Order without incurring any liability. NUVITA shall inform the Customer as soon as reasonably practicable of the nature and expected duration of the Force Majeure situation.

11.3 The time for performance of NUVITA’s obligations shall be extended by a period equal to the duration of the Force Majeure event and a reasonable recovery period thereafter.11.4 If a Force Majeure event continues for more than 90 consecutive days, NUVITA shall be entitled to terminate the affected Confirmed Order by written notice, without any liability.

12. MODIFICATIONS AND INFORMATION; INDEMNITY

12.1 Unless the Specifications have been agreed to be firm for a certain period of time or quantity of Products, NUVITA reserves the right to change or modify the Specifications and/or manufacture of Products and to substitute materials used in the production and/or manufacture of Products from time to time without notice. Customer acknowledges that data in NUVITA’s catalogues, product data sheets and other descriptive publications distributed or published on its websites may accordingly be modified from time to time without notice. Such modifications shall not be construed as an amendment to the essential performance obligations of NUVITA under a Confirmed Order.

12.2 The Customer shall be solely responsible for determining the suitability, safety and legal compliance of the Products for their intended use, processing, application, combination with other materials, or resale. Customer must utilise and solely rely on its own expertise, know - how and judgment in relation to the Products and Customer’s Use thereof. Any technical information, instructions, support, statements, guidance or recommendations provided by NUVITA, whether in writing, orally or otherwise, are provided for general information only, and shall not create any representation, warranty , liability or additional obligations on the part of NUVITA. NUVITA shall not be liable for any direct or indirect damage or loss related to the Products, Customer’s Use thereof, use thereof by Customer’s end-users, or any reliance on such information or support, unless such damage or loss is the result of NUVITA’s willful misconduct or gross negligence. Customer shall indemnify and hold NUVITA harmless from and against any and all damages, losses, costs, expenses, claims, demands and liabilities (including without limitation Product liabilities and legal fees) arising out of or in connection with the Products and/or Customer’s Use thereof.

13. COMPLIANCE WITH LAWS AND STANDARDS

13.1 Customer acknowledges that the Use of the Products may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard (“Laws and Standards”). Customer shall be solely and exclusively responsible for (i) ensuring compliance with all Laws and Standards associated with its intended Use of the Products; and (ii) obtaining all necessary approvals, permits or clearances for such Use. NUVITA shall not be liable for and Customer shall indemnify and hold NUVITA harmless from and against any and all claims, damages, losses, costs, penalties and expenses (including reasonable legal fees) arising out of or relating to any actual or alleged non-compliance with applicable Laws and Standards in connection with the Products or the Use of the Products, unless such damage or loss is the result of NUVITA’s willful misconduct or gross negligence.

14. INDEPENDENT CONTRACTORS

14.1 NUVITA and Customer are independent contractors and nothing in the agreement between NUVITA and Customer or these Conditions shall be construed to create any partnership, joint venture, employment relationship or relationship of principal and agent between them. Neither party shall have any authority to bind the other party or to incur any obligation on its behalf without the prior written consent of the other.

15. NON-ASSIGNMENT AND CHANGE OF CONTROL

15.1 The Customer may not assign any of the rights or obligations under any Confirmed Order or these Conditions without the prior written consent of NUVITA, except that either party may assign such rights and obligations to any of its affiliates or to a third party acquiring all or a substantial part of its assets or business relating to the Products.

15.2 NUVITA shall have the right to terminate any Confirmed Order with immediate effect if at any time during the term of such Confirmed Order a person or group of persons, who are unrelated to the persons controlling Customer as of the date of such Confirmed Order, acquires control, through ownership of voting securities or otherwise, over Customer. Customer must notify NUVITA of such acquisition within 10 (ten) working days thereof. NUVITA may exercise its right to terminate the Confirmed Order by giving Customer written notice of such exercise within 10 (ten) working days after the date of receipt of such notice.

16. SUSPENSION AND TERMINATION

16.1 Without prejudice to any other rights or remedies, NUVITA shall be entitled to immediately suspend its performance under any Confirmed Order, or to terminate any Confirmed Order in whole or in part with immediate effect by written notice to Customer, if:

d) Customer fails to comply with any obligation under the Confirmed Order and does not remedy such failure within a reasonable period set by NUVITA;

e) Customer fails to provide adequate assurance of its performance prior to the scheduled delivery date, upon NUVITA’s request; or

f) Customer becomes insolvent, is unable to pay its debts as they fall due, is declared bankrupt, applies for suspension of payments, is subject to any statutory debt restructuring, enters into liquidation (other than for the purpose of a reconstruction or amalgamation), has a receiver, administrator or similar officer appointed over (a part of) its assets or enters into any deed of arrangement or makes an assignment for the benefit of its creditors, or any bankruptcy or suspension of payments proceeding is instituted by or against Customer.

16.2 In the event of such suspension or termination, NUVITA shall be entitled to:

a) suspend further deliveries or performance under any Confirmed Order;

b) declare all outstanding amounts under any Confirmed Order immediately due and payable;

c) reclaim and take possession of any Products already delivered but not paid for, invoking its retention of title under Article 8 ;

d) recover from Customer all reasonable costs, losses or damages arising from such termination or suspension and recovery of Products, including any losses incurred if Products cannot reasonably be resold or reused by NUVITA, for example due to their customer-specific nature, labelling, shelf life or other restrictions , including but not limited to production costs, storage and destruction fees, and non -recoverable expenses of NUVITA.

16.3 The exercise of any right under this Article shall not affect NUVITA’s right to claim further damages or remedies under applicable law or contract.

17. WAIVER

17.1 Failure by NUVITA to enforce at any time any provision of the Conditions shall not be construed as a waiver of NUVITA’s right to act or to enforce any such term or condition and NUVITA’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by NUVITA of any breach of Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.

18. SEVERABILITY AND CONVERSION

18.1 In the event that any provision of the se Conditions is found to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity and enforceability of the remaining provisions between the parties and shall be severed therefrom. The invalid or unenforceable provision shall, to the maximum extent permitted by law, be replaced or construed in a manner that preserves the original legal and commercial intent of the parties.

19. GOVERNING LAW AND VENUE

19.1 Any agreement between NUVITA and the Customer, including any Confirmed Order and these Conditions, and any dispute arising out of or in connection with therewith, shall be governed, construed, interpreted and enforced according to Dutch law, without regard to the conflict of laws provisions thereof.

19.2 All disputes arising out of or in connection with any Confirmed Order and/or these Conditions shall be submitted to the exclusive jurisdiction of the competent court in the district where NUVITA has its statutory seat, without prejudice to NUVITA’s right to initiate proceedings before any other competent court.

20. SURVIVAL OF RIGHTS

20.1 The parties’ rights and obligations shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, directors, officers, employees, agents and legal representatives. Termination or expiration of any Confirmed Order or agreement between the parties shall not affect any provisions of these Conditions which by their nature are intended to survive, including but not limited to provisions relating to intellectual property, confidentiality, warranties, indemnities, limitations of liability, governing law and jurisdiction.

21. HEADINGS

21.1 The headings contained in the Conditions are included for mere convenience of reference and shall not affect the latter’s construction or interpretation.

22. INTELLECTUAL PROPERTY

22.1 Unless expressly agreed otherwise in writing, all intellectual property rights, including but not limited to copyrights, trademarks, design rights, patent rights, trade secrets, know-how and other proprietary rights, in or arising out of the Products, materials, services and deliverables provided by NUVITA — including any modifications, improvements or adaptations thereof — shall vest exclusively in NUVITA.

22.3 Notwithstanding the foregoing, to the extent that NUVITA develops any Products, packaging or other deliverables exclusively and specifically for Customer under a Confirmed Order — such as label designs or artwork incorporating Customer’s trademarks, logos or trade dress, but expressly excluding the composition, formulas, manufacturing methods or other proprietary know-how of NUVITA — the intellectual property rights in such final customer - specific visual deliverables shall transfer to Customer only upon full and final payment of all amounts due under the relevant Confirmed Order. Until such full payment is received, NUVITA shall retain full ownership of such rights.

22.4 For the avoidance of doubt, all intellectual property rights that (i) pre -exist the Confirmed Order (such as NUVITA’s existing know-how, materials, methods and designs), or (ii) are independently developed by NUVITA (whether before, during or after any Confirmed Order), shall remain the sole and exclusive property of NUVITA.

22.5 Customer hereby grants to NUVITA a non-exclusive, worldwide, royalty -free license to use all intellectual property rights and related materials provided by or on behalf of Customer — including but not limited to designs, trademarks, logos, product names, formulas, recipes, technical information, and label content — as necessary for the development, manufacture, labeling and supply of the Products under any Confirmed Order.

22.6 Customer warrants that all such Customer -provided materials do not infringe any intellectual property rights of third parties. Customer shall indemnify and hold harmless NUVITA from and against all claims, losses, damages, costs and liabilities (including legal fees) arising out of any actual or alleged infringement related to such materials.

22.7 NUVITA does not warrant that the sale, delivery or Use of the Products does not infringe any third-party intellectual property rights. Customer assumes all responsibility and risk related to such Use, including combination with other materials or in marketing.

23. LANGUAGE

23.1 The original version of the Conditions is made in the English language. In the event of any inconsistency or contradiction between the English version and any translation thereof, the English version shall prevail.

Updated September 2025