General Terms and Conditions of Purchase

General Terms and Conditions: the present general terms and conditions of Previtality;

Supplier: the natural or legal person that has entered into an Agreement with Previtality, or wishes to enter into such an Agreement with Previtality and has issued a Quotation to Previtality for that purpose, or to whom Previtality has made a request for quotation or, as the case may be, a proposal;

Quotation(s): any offer from Supplier to Previtality, in whatever form;

Order(s): all requests (for quotation), requests for information, (contract) proposals, (placed) orders, (quotation) confirmations and assignments from Previtality to Supplier, in whatever form;

Agreement: any agreement concluded between Previtality and Supplier, any amendment thereof or addition thereto, as well as all (legal) acts in preparation for and in performance of that agreement;

Parties: Previtality and Supplier jointly;

Previtality: the private company with limited liability Previtality B.V., the entities affiliated with Previtality and/or the third parties to be further designated by Previtality (if any) or the designated third party;

Recall: a decision by Previtality to recall the goods purchased from Supplier from its customers and/or to call on consumers to return these goods.

These General Terms and Conditions apply to all requests, to all Orders, to all Quotations, to all Agreements that Previtality concludes or wishes to conclude with Supplier and to all other legal relationships, negotiations and arrangements between the Parties.

These General Terms and Conditions may only be deviated from by written Agreement and insofar as Previtality is represented therein by an officer authorised to do so under the articles of association of Previtality, or by an authorised person otherwise designated by Previtality. Such a deviation has no binding effect on other/subsequent Agreements between Previtality and Supplier.

Supplier agrees to the applicability of these General Terms and Conditions to subsequent Agreements between Supplier and Previtality. Supplier agrees that in that case these General Terms and Conditions need not be provided again.

The applicability of Supplier’s general (delivery) terms and conditions is expressly excluded, unless the Parties have expressly agreed otherwise in writing. If the general terms and conditions of both Parties apply side by side, the General Terms and Conditions of Previtality shall prevail in the event of any conflicting provisions.

If one or more provisions of these General Terms and Conditions are null and void or should be annulled, the remaining provisions of these General Terms and Conditions shall continue to apply in full.

Previtality reserves the right to amend these General Terms and Conditions unilaterally in the interim. The amended version applies as soon as Previtality has sent a copy of those amended General Terms and Conditions by e-mail and/or by post to the e-mail address and/or postal address of Supplier known to Previtality. The most recent version of the General Terms and Conditions shall always apply to Orders, Quotations, Agreements and all other legal relationships that come into being thereafter, as well as in any situation in which different versions of these General Terms and Conditions may be deemed applicable.

All Quotations issued by Supplier – in whatever form – are firm (not without obligation), binding and irrevocable, unless the Parties have expressly agreed otherwise in writing.

All Orders issued by Previtality – in whatever form – are without obligation, unless the Parties have expressly agreed otherwise in writing.

If Previtality accepts a Quotation from Supplier or, as the case may be, Supplier accepts an Order from Previtality, Previtality has the right to revoke its acceptance or, as the case may be, the accepted Order within a period of 7 working days after acceptance.

Quotations from Supplier must at least be accompanied by a clear and accurate description of the goods required by Previtality and to be delivered by Supplier, the quantities, the delivery time, the delivery address, the price of the goods and any (other) costs.

The Quotation is presumed to reflect the Agreement correctly. If Supplier’s Quotation contains typing or printing errors, these cannot be invoked as such against Previtality.

Drawings, (technical) descriptions, designs, calculations, colours, models, samples, texts, logos, (technical) constructions and statements of weight, dimensions and price that have been produced or, as the case may be, made by Supplier or on its instructions are binding and will not be returned to Supplier by Previtality.

Supplier is not entitled to charge Previtality any costs involved in preparing the Quotation.

An Agreement is concluded as soon as Previtality has accepted in writing a Quotation issued by Supplier, or as soon as an Order accepted by Supplier has been confirmed in writing by Previtality.

Oral acceptances and confirmations do not bind Previtality, unless they have subsequently been confirmed in writing by an officer authorised to do so under the articles of association of Previtality or by an authorised person otherwise designated by Previtality.

Agreements and amendments thereto can only be entered into in writing by an officer authorised to do so under the articles of association of Previtality or by authorised persons otherwise designated by Previtality. Previtality is not bound by any Agreements or arrangements, or amendments thereto, made with employees of Previtality, unless these have been confirmed in writing by an officer authorised under the articles of association of Previtality or by an authorised person otherwise designated by Previtality. At Supplier’s first request, Previtality will indicate who within its company is (otherwise) authorised to enter into or amend Agreements and arrangements.

Goods, quantities and periods approved or specified by Previtality are indicative and therefore always apply approximately. Previtality expressly reserves the right to (unilaterally) cancel and/or (fundamentally) amend an Agreement at any time free of charge, including but not limited to the properties, requirements and specifications of the goods, the quantities and the time and place of delivery. If the changes made by Previtality lead to a change in the price, delivery time or other conditions, Supplier must notify Previtality thereof in writing by return, but no later than within 5 working days after Previtality has confirmed the change to Supplier.

In the context of the performance of the Agreement, Supplier is only entitled to engage third parties if it has received the express written consent of Previtality to do so. At Previtality’s first request, Supplier shall provide access to the (performance) agreements concluded with third parties and/or sub-suppliers.

All prices specified by Supplier, or agreed and/or applied between Previtality and Supplier, are fixed, based on delivery ‘Delivered Duty Paid’ (Article 7.1) and inclusive of packaging materials, turnover tax (VAT), insurance, import duties, levies, freight costs, delivery costs, loading and unloading costs, duties and other government taxes, unless it has been or is expressly agreed otherwise in writing.

Supplier is entitled to pass on to Previtality an increase in the price of cost-determining factors, this at the discretion of Previtality, only after Supplier has informed Previtality of this price increase in good time and Previtality has expressly given its written consent thereto. If Supplier wishes to do so, Previtality shall always have the right to dissolve the Agreement. Dissolution of the Agreement in this manner does not entitle either of the Parties to compensation.

Unless otherwise agreed in writing, Supplier shall not charge any surcharge for work carried out outside the normal office hours of 08:30 – 17:30, on public holidays or on weekend days.

Unless the Parties have expressly agreed otherwise in writing, Supplier shall invoice Previtality for the amounts due under the Agreement only after complete delivery of the goods. Invoices must at least contain:

1. an itemised statement of the goods delivered;
2. the amounts due under the Agreement;
3. an order number;
4. the company details of both Parties;
5. an invoice date;
6. a payment term in accordance with Article 6.3 of these General Terms and Conditions;
7. Supplier’s bank account number.

Invoices that do not meet these requirements will not be processed and will be returned by Previtality to Supplier for correction.

Partial invoices are only permitted if and insofar as Supplier has obtained the express written consent of Previtality to that end.

Unless otherwise agreed in writing, payment by Previtality shall take place as far as possible within sixty (60) days after receipt of the invoice, by transfer of the amount due to Supplier’s bank account number known to Previtality for that purpose, or by set-off. If an invoice is returned by Previtality to Supplier for correction or complaint, the aforementioned payment term shall only commence on the date of receipt by Previtality of the correctly corrected invoice.

An obligation to pay only arises after the goods have actually been delivered, accepted and invoiced in accordance with these General Terms and Conditions.

Payment by Previtality does not in any way imply a waiver of rights.

Previtality is entitled to set off due and payable counterclaims against Supplier’s invoices, as well as to deduct from them any discounts agreed between the Parties or granted by Supplier.

Any possibility for Supplier to proceed to set-off or suspension is expressly excluded.

In the event of advance payment or payment in instalments, Previtality is entitled to require security from Supplier for the performance of the obligations of Supplier arising from the Agreement.

If Previtality fails to meet its payment obligations on time, it shall not be obliged to pay more than the statutory commercial interest, and such interest shall not become due until Previtality has been given a reasonable period in writing by Supplier to still fulfil its obligations.

Delivery by Supplier shall take place ‘Delivered Duty Paid’ in accordance with the relevant provisions of the ‘Incoterms’ and further in accordance with the instructions given by Previtality, at the delivery address, date and time specified by Previtality. For the interpretation of the delivery terms, reference is made to the version of the ‘Incoterms’ most recently published at the time of conclusion of the Agreement.

The goods shall only be deemed to have actually been delivered if a person authorised to do so has signed for receipt on behalf of Previtality.

Transfer of ownership under property law and transfer of risk take place upon physical delivery of the goods, regardless of whether or not the delivered goods have been paid for.

If and insofar as payment takes place before (actual) delivery, ownership passes to Previtality at the time of payment. In that case Supplier is obliged, from the date of payment by Previtality, to store (or have stored) the goods concerned separately as recognisable property of Previtality and to insure them. The goods shall nevertheless then remain at the risk of Supplier, as holder of the goods, until the goods have been delivered to Previtality.

Supplier declares that the goods to be delivered are not subject to any right other than its right of ownership. Previtality does not accept any retention of title, right of pledge or other security right in respect of the goods to be delivered, to whatever extent or in whatever form.

The date and time of delivery specified by Previtality or agreed by the Parties constitute a strict deadline. In the event of non-delivery or late delivery, Supplier shall be in default by operation of law, without any further notice of default being required.

If no time or date of delivery has been communicated by Previtality or agreed by the Parties, the goods must be delivered no later than thirty (30) days after conclusion of the Agreement.

Partial deliveries are not permitted, except with the express written consent of Previtality.

Supplier must inform Previtality without delay and in writing of any circumstance that may cause a delay in delivery. In such a case Supplier is obliged to do everything possible to fulfil its obligations, all this without prejudice to the powers of Previtality under these General Terms and Conditions and the law.

Delivery earlier or later than the agreed delivery date or time shall only take place with the prior written consent of Previtality and does not lead to a change in any agreed time of payment. Goods delivered to Previtality earlier or later than the agreed delivery date and time without written consent, partial deliveries and deliveries of goods that (for example in terms of quantities or properties) do not correspond to the agreed specifications need not be accepted by Previtality. Previtality is entitled to refuse or, as the case may be, not to take receipt of (part of) these goods.

Goods that are delivered before and/or after the agreed delivery date or time and have nevertheless been delivered to Previtality without express acceptance shall remain for the account and at the risk of Supplier until Previtality, if at all, still expressly accepts the delivery. Previtality is entitled to store (or have stored) the goods concerned for the account and at the risk of Supplier. If Supplier does not collect or have collected the goods concerned at the first request of Previtality, Previtality has the right to return (or have returned) the goods for the account and at the risk of Supplier or to sell the goods in order to recover (part of) its loss from the proceeds. Supplier shall moreover, at the first request of Previtality, compensate Previtality for its other loss.

If the delivery of goods is delayed by factors that are for the account and at the risk of Supplier, the resulting costs and losses for Previtality must be compensated by Supplier.

If Previtality, in its judgement, considers this necessary or is/becomes obliged to do so, it has the right to initiate a Recall. Supplier must provide Previtality with all cooperation that Previtality deems necessary in carrying out a Recall.

As soon as Supplier establishes that goods delivered by it do not comply, or has information showing that goods do not comply, Supplier must report this to Previtality. In that case Previtality may request Supplier to draw up, within twenty-four (24) hours, a report containing all information and documentation relating to the goods concerned that Previtality deems relevant.

During the Recall, Supplier must report the most up-to-date information to Previtality daily. Supplier must also be available to Previtality at all times (by telephone) for consultation and for providing information and assistance in carrying out the Recall.

Supplier must collect the goods that Previtality has retrieved under a Recall from its customers, the consumer and otherwise, at the place and time indicated by Previtality, and must arrange for their removal and destruction.

Supplier is not permitted to make any announcements about the Recall to third parties, unless Previtality has given its prior written consent to do so.

Supplier is liable for all costs incurred and losses suffered by Previtality, directly and indirectly, in connection with and/or arising from a Recall. With a view to this, Supplier shall take out product recall insurance on customary terms.

Previtality is entitled at all times – after prior written notification to Supplier – to have Supplier inspected (‘audit’) in order to verify whether Supplier complies with its obligations under the Agreement, whether the goods are produced, grown and/or prepared in accordance with the statutory and agreed requirements, and whether the goods meet the (statutory and agreed) requirements imposed on them. Supplier is obliged to admit Previtality, or the third party engaged by it, at all times to its premises, buildings and otherwise, and is obliged to provide all cooperation that Previtality deems necessary, so that the audit can actually be carried out.

The Parties shall bear their own costs in respect of the audit, unless it is found that Supplier is not complying with its obligations under the Agreement or, as the case may be, that the goods do not meet the (statutory and/or agreed) requirements imposed. In that case the costs of the audit shall be borne by Supplier.

Shortcomings identified in the audit must be remedied by Supplier within the period to be determined by Previtality for that purpose. Any costs and losses to be incurred by Previtality in this connection shall be borne by Supplier.

The goods must be packaged in such a way that, under normal transport, they reach the delivery address specified by Previtality in good condition and can be unloaded safely. If, in Previtality’s opinion, the goods are insufficiently and/or improperly packaged, the resulting costs and losses for Previtality must be compensated by Supplier.

Supplier is obliged to take back all used (single-use and durable) packaging, expressly including but not limited to packing cases, crates, pallets, carts, etc. Packaging left behind may be returned or destroyed by Previtality at Supplier’s expense.

If Supplier is prevented from performing the Agreement as a result of force majeure, Previtality is entitled to suspend the performance of its obligations or, as the case may be, to terminate the Agreement in whole or in part with immediate effect and without any further notice of default being required, without this giving rise to any obligation on the part of Previtality to pay compensation.

Supplier undertakes – insofar as this can reasonably be required of it – to remove (or have removed) any cause of the force majeure as soon as possible.

Supplier may only invoke force majeure against Previtality if Supplier notifies Previtality in writing of its invocation of force majeure as soon as possible, submitting supporting documents. Force majeure on the part of Supplier shall in any case not include: shortage of personnel, strikes, illness of personnel, shortage of raw materials, transport or haulage problems, shortcomings or non-performance of obligations by sub-suppliers or parties on whom Supplier depends in the performance of the Agreement, disruptions in Supplier’s production and liquidity or solvency problems on the part of Supplier or failures of third parties engaged by it.

Previtality is not liable for any (partial) failure in the performance of its obligations and cannot be held to perform its obligations if, as a result of force majeure, Previtality is unable and/or cannot reasonably be expected to perform all or part of its (purchase) obligations under the Agreement.

Previtality is entitled to suspend the performance of its (purchase) obligations for the duration of a force majeure situation. If, as a result of force majeure, Previtality has suspended its obligations in whole or in part for more than 2 weeks or is permanently prevented from performing the Agreement, Previtality is entitled to terminate the Agreement in whole or in part with immediate effect, without this giving rise to any obligation on the part of Previtality to pay compensation.

Previtality also has the right to invoke force majeure if the circumstance preventing (further) performance arose after Previtality should have performed its obligation.

Force majeure on the part of Previtality means circumstances that cannot reasonably be attributed to the fault of Previtality and should not reasonably be for its account. This includes in any case, but not exclusively: war (or danger of war), epidemic, pandemic, (terrorist) attacks, revolutions, insurrection and/or civil unrest, riots, government measures, exceptional weather conditions, extraordinary insect plague, illness of Previtality’s personnel, strike at Previtality, fire at Previtality, liquidity or solvency problems at Previtality, a shortcoming in performance by, non-performance by, a decrease in purchases by and/or force majeure on the part of the (natural or legal) persons to whom Previtality (re)delivers the goods concerned and/or on whom Previtality is in any other way dependent for the performance of the Agreement, unforeseeable stagnation at (sub-)suppliers or other third parties on whom Previtality is dependent, and general transport or haulage problems at Previtality.

Acceptance of the goods delivered by Supplier must be made expressly by Previtality. Delivery in accordance with Article 7, payment of an invoice and/or interim use/onward delivery of the goods does not in itself imply acceptance thereof by Previtality.

Previtality is entitled to subject (or have subjected) the goods delivered by Supplier to an inspection within sixty (60) working days after delivery. Supplier shall provide all cooperation that Previtality deems necessary for this. Acceptance of the goods by Previtality does not imply any acknowledgement by Previtality that the goods comply with the guarantees given in accordance with Article 13.

Previtality has the right to reject and refuse the delivered goods if Previtality finds, upon or after receipt or upon inspection, that in its opinion they do not comply with the Agreement, expressly including the agreed specification and/or guarantees and/or statutory requirements, this within a reasonable time after discovery of a defect.

If Previtality rejects the goods, it shall notify Supplier thereof as soon as possible, stating its complaint.

In the event of rejection, Supplier is obliged, within a period to be set by Previtality, to arrange for repair of the goods free of charge, replacement of the goods free of charge and/or refund of the amount already paid by Previtality in respect of the goods, at Previtality’s option. In the event of rejection, Previtality moreover has the right to return the delivered goods at the expense and risk of Supplier or to give Supplier the opportunity to collect (or have collected) the delivered goods, to store (or have stored) the goods at the expense and risk of Supplier and/or, if the aforementioned options are in Previtality’s opinion not reasonably possible, to destroy (or have destroyed) the delivered goods for the account and at the risk of Supplier.

If Previtality rejects the goods, it is entitled to charge Supplier for the costs of the inspection.

At first request and within a period of seven (7) working days, Supplier shall provide Previtality with a declaration of origin in respect of the goods ordered from or delivered by Supplier, which declaration of origin must state a customs commodity code. In the event of non-performance or late performance, Supplier shall be in default by operation of law, without any further notice of default being required. Previtality shall then be entitled to dissolve the Agreement and to recover any costs and losses from Supplier.

Inspection or testing of the goods, and the results thereof, can never be construed as any acknowledgement by Previtality of the soundness of the delivered goods and do not release Supplier from any liability in this respect.

Supplier guarantees that the delivered goods conform to the Agreement and – having regard to the nature of the goods and the statements Supplier has made about the goods – possess the properties that Previtality was entitled to expect on the basis of the Agreement. To that end, Supplier in any case guarantees that the goods are produced in accordance with, and comply with, the following requirements:

1. they possess the properties, quality and reliability as described in the Agreement, the specifications stated and information provided by Supplier and the reasonable expectations of Previtality in that regard;
2. they are new/of good quality, free from defects and free from (proprietary) rights (of third parties);
3. they have been manufactured, produced, grown and/or prepared in a workmanlike manner, by skilled personnel, in accordance with the statutory requirements applicable locally and to the matter concerned, and using new and environmentally friendly materials;
4. they comply with the statutory requirements and regulations applicable (locally and to the matter concerned), the relevant requirements imposed by the government (such as environmental requirements) and the customary (industry) norms and (European) standards, expressly including but not limited to the Dutch Commodities Act (Warenwet), the General Food Law Regulation and the (European) regulations on labelling;
5. they are accompanied by and have the correct and required documents, certificates and quality marks (such as, if applicable, a HACCP certificate, a consignment note, ATR certificate, Form A, EUR.1 or EUR-MED certificate and/or an invoice declaration). As proof thereof, Supplier must keep copies of the required documents for the statutory period and show them to Previtality at first request;
6. they bear an indication of the producer or of the person who places the goods on the market, at least in accordance with European laws and regulations;
7. they are provided with all data and instructions necessary for correct and safe use;
8. they cannot have any harmful effects on humans and animals, or cause any harmful effects to materials, other than insofar as expressly indicated by Supplier in the product specification or otherwise;
9. they are free from any special encumbrance or restriction that Previtality has not expressly accepted in writing.

Supplier guarantees the import, export and transit of the goods to be delivered to the delivery address specified by Previtality.

If the delivered goods do not conform to the Agreement or, as the case may be, the guarantees referred to in this Article 13, Supplier shall, at its own expense, at first notice and at Previtality’s option, take back and refund, repair and/or replace the goods within a reasonable period, unless Previtality prefers dissolution of the Agreement in accordance with the provisions of these General Terms and Conditions. Previtality has the right to take remedial action(s) itself and to recover the costs incurred for this from Supplier if Supplier – after having been given notice of default by Previtality – remains in default in fulfilling its remedial obligations under this Article 13.

Except insofar as there is intent or deliberate recklessness on the part of Previtality or its managerial staff, any liability of Previtality on whatever ground or in respect of whatever loss is excluded.

Supplier is liable for all loss, both direct and indirect loss, suffered by Previtality as a result of a failure in the performance of the obligations and/or any (wrongful) act or omission on the part of Supplier, or its personnel or the third parties engaged by it, as well as all loss suffered by Previtality that is connected with the performance of the Agreement.

Supplier shall at all times insure itself adequately in respect of its liability towards Previtality under the law and/or the Agreement. Supplier must furthermore insure all risks in its business operations that are insurable on normal terms.

Supplier shall also insure all goods of Previtality that come into its possession under the Agreement against all possible damage for the period that Supplier has the goods in its possession.

At Previtality’s first request, Supplier shall immediately submit (a certified copy of) the policies and the proof of premium payment relating to the insurance referred to in the preceding paragraphs, or a statement from the insurer concerning the existence of this insurance and the payment of the premium. Supplier shall not terminate or, as the case may be, amend the insurance contracts, or the conditions under which they were entered into, without the prior written consent of Previtality.

Supplier indemnifies Previtality against all third-party claims, including the costs of legal assistance, caused by the (re)sale and/or use of the delivered goods and/or otherwise connected with or arising from the Agreement, except in the case of intent or deliberate recklessness of Previtality and its managerial staff. This provision expressly, but not exclusively, applies in the case of product liability under Article 6:185 in conjunction with Article 6:190 of the Dutch Civil Code (Burgerlijk Wetboek), which may include, among other things, third-party claims resulting from:

1. undesirable (quantities of) substances in the goods delivered by Supplier;
2. one or more properties of the goods of which Supplier knew or ought to have known that they may cause damage to persons, animals or property in normal use.

This indemnification also applies to claims lower than the amount of € 500 referred to in Article 6:190 of the Dutch Civil Code (Burgerlijk Wetboek).

If Previtality, in its opinion, is compelled to take measures to prevent (further) loss as referred to in the paragraphs of this Article above (for example by initiating a Recall), Supplier is liable for all costs incurred and losses suffered in connection with these measures.

All intellectual property and similar rights, including but not limited to copyright, trademark rights, design rights and property rights, in respect of the goods, drawings, moulds, texts, materials, designs, sketches, models, samples, ideas, packaging, packaging materials, calculations and the like, whether made available by Previtality or produced by, on behalf of or on the instructions of Previtality, or otherwise obtained or created in the context of the Agreement, are vested in Previtality from the moment these rights arise. Previtality shall also be regarded exclusively as the maker and/or designer thereof, regardless of whether it pays or has paid a separate or composite fee for this. Insofar as necessary, Supplier hereby irrevocably and free of charge transfers all intellectual property and similar rights to Previtality, which hereby accepts them. Insofar as a formality is required for this, Supplier shall cooperate fully in completing this formality. Supplier is not permitted to make use of the intellectual property and similar rights of Previtality without the written consent of Previtality and/or for purposes other than those determined by Previtality.

Supplier is expressly not permitted to use, or have used, the goods, goods resembling the goods and/or the intellectual property and similar rights relating to the goods for its own profession or business and/or to sell, transfer, provide, give into use or otherwise disclose them to third parties.

Previtality reserves the right to monitor the use of all its intellectual property and similar rights and to stop it immediately at its own discretion. Supplier shall cooperate fully with this.

Supplier shall immediately inform Previtality of any infringement or improper use of the intellectual property and similar rights belonging to Previtality.

Supplier guarantees that the use, including the resale, of the goods delivered to Previtality does not infringe intellectual property and similar rights of third parties, indemnifies Previtality against claims by third parties for (alleged) infringements in this respect and shall compensate Previtality for all loss suffered as a result, including the costs of legal assistance.

Except where expressly laid down in the Agreement, no licences under any patent, copyright or other intellectual property right are granted by the Agreement or by the provision of information pursuant to it.

Supplier, its affiliated companies and employees and the third parties engaged by it are not permitted to make public or otherwise make available to third parties the information, data, ideas, material or any other form of confidential data that have been made available to it by Previtality in the context of the Agreement (in writing, orally, graphically, digitally), or have otherwise come to the knowledge of Supplier – expressly including but not limited to information about the products and/or services that Supplier supplies to Previtality and/or that have been manufactured on the instructions of or for Previtality, any agreed or communicated rates and/or other information about the business of Previtality – except if:

1. this has been agreed in advance in writing between the Parties; or
2. disclosure follows from the laws or regulations applicable in the matter.

Supplier shall also ensure that its affiliated companies and employees and the third parties engaged by it are aware of the obligations under this Article and, when engaging third parties, shall agree a confidentiality clause that is equivalent to this Article.

Supplier – including also its personnel and the third parties engaged by it – is moreover not entitled to use the information, data, ideas, material or any other form of confidential data that have been made available to it by Previtality in the context of the Agreement or have otherwise come to the knowledge of Supplier – expressly including but not limited to information about the products and/or services that Supplier supplies to Previtality and/or that have been manufactured on the instructions of or for Previtality, any agreed or communicated rates and/or other information about the business of Previtality – for a purpose other than that for which they were obtained, except if:

1. this has been agreed in advance in writing between the Parties; or
2. disclosure follows from the laws or regulations applicable in the matter.

If the Agreement between the Parties has ended or, as the case may be, the work has been performed, Supplier must, at the first request of Previtality, return to Previtality or destroy – at Previtality’s option – the information, data, ideas, material or any other form of confidential data that have been made available to it by Previtality in the context of the Agreement or have otherwise come to the knowledge of Supplier – expressly including but not limited to information about the products that Supplier supplies to Previtality and/or that have been manufactured on the instructions of or for Previtality, any agreed or communicated rates and/or other information about the business of Previtality – within thirty (30) days after a request to that effect made by Previtality.

In the event of a breach by Supplier, its personnel or a third party engaged by it of the provisions of this Article 16, Supplier shall forfeit an immediately due and payable penalty of fifty thousand euros (€ 50,000) per breach and of five thousand euros (€ 5,000) for each day that the breach continues, without prejudice to the right of Previtality to compensation for all loss actually suffered and costs actually incurred.

Previtality is entitled, without any further notice of default being required and without being obliged to pay any compensation, to dissolve the Agreement in whole or in part or to suspend the performance of its obligations in whole or in part if:

1. Supplier does not perform its obligations under the Agreement, or does not perform them on time or in full;
2. Previtality has good reason to fear that Supplier will not perform its obligations, or will not perform them on time or in full;
3. Supplier has applied for bankruptcy, suspension of payments or debt restructuring, or has been declared bankrupt, has been granted suspension of payments or has been admitted to a debt restructuring scheme;
4. an attachment has been levied on goods or receivables of Supplier;
5. Supplier (company) is dissolved;
6. Supplier (natural person) is placed under guardianship or dies;
7. control of Supplier changes;
8. Previtality has asked Supplier, on conclusion of the Agreement, to provide security for performance and this security is not provided or is insufficient.

In the event of dissolution, Previtality in any case has the right:

1. to return and/or have stored what has already been delivered, for the account and at the risk of Supplier;
2. to be reimbursed by Supplier for the additional expenses that Previtality must incur for the reasonable replacement of the goods not received or not retained by Previtality.

Supplier is not entitled to suspend its obligations towards Previtality or to exercise any right of retention over goods that are the property of Previtality or to which Previtality is in any way entitled.

If the Agreement between the Parties has ended or, as the case may be, the work has been performed, neither of the Parties has an obligation to continue the activities described herein and all obligations and rights of the Parties shall end, with the exception of Articles 15 (Intellectual property rights) and 16 (Confidentiality), which shall remain in force after expiry or termination.

Every Agreement between Previtality and Supplier is governed by Dutch law.

Every dispute between Previtality and Supplier shall be settled by the District Court of The Hague (Rechtbank Den Haag).

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (‘CISG’) is expressly excluded.

These General Terms and Conditions were originally drawn up in the Dutch language and have been translated into various languages. In the event of any inconsistencies between the Dutch text and a translated version, the Dutch text shall always be decisive and binding.