General terms and conditions of purchase

This is a translation. The Dutch text of these terms and conditions prevails (article 20).

of Previtality B.V., the private limited liability company registered in the trade register of the Netherlands Chamber of Commerce under number 68097247,

and

of Previtality Retail B.V., the private limited liability company registered in the trade register of the Netherlands Chamber of Commerce under number 84687711.

Wherever Previtality B.V. is written, Previtality Retail B.V. may also be read, and vice versa.

Version: 30 September 2026

Article 1: Definitions

In these general terms and conditions, the following terms have the following meanings:

1.1. General Terms and Conditions: these general terms and conditions of Previtality;

1.2. Supplier: the natural or legal person who has entered into an Agreement with Previtality, or who wishes to enter into such an Agreement with Previtality and has submitted a Quotation to Previtality for that purpose, or to whom Previtality has made a request for quotation or a proposal;

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

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

1.5. Agreement: every agreement that is concluded between Previtality and the Supplier, every amendment or addition to it, and all (legal) acts in preparation for and in performance of that agreement;

1.6. Parties: Previtality and the Supplier together;

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

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

Article 2: Applicability of the general terms and conditions

2.1. 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 the Supplier and to all other legal relationships, negotiations and arrangements between the Parties.

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

2.3. The Supplier agrees that these General Terms and Conditions apply to later Agreements between the Supplier and Previtality. The Supplier agrees that in that case these General Terms and Conditions need not be provided again.

2.4. The applicability of the 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, Previtality’s General Terms and Conditions prevail in the event of conflicting provisions.

2.5. If one or more provisions of these General Terms and Conditions are void or are annulled, the other provisions of these General Terms and Conditions remain fully applicable.

2.6. 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 the amended General Terms and Conditions by email and/or by post to the Supplier’s email address and/or postal address known to it. The most recent version of the General Terms and Conditions always applies to Orders, Quotations, Agreements and all other legal relationships that come into being thereafter, as well as in situations in which different versions of these General Terms and Conditions could be deemed to apply.

Article 3: Quotations and requests

3.1. All Quotations submitted by the Supplier – in whatever form – are firm, binding and irrevocable, unless the Parties have expressly agreed otherwise in writing.

3.2. All Orders placed by Previtality – in whatever form – are non-binding, unless the Parties have expressly agreed otherwise in writing.

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

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

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

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

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

Article 4: Formation of the agreement

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

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

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

4.4. Goods, quantities and periods approved or specified by Previtality are indicative and therefore always apply approximately. Previtality expressly reserves the right to cancel (unilaterally) 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 delivery time and place. If the amendments made by Previtality lead to a change in the price, delivery time or other conditions, the Supplier must notify Previtality of this in writing immediately, but no later than within 5 working days after Previtality has confirmed the amendment to the Supplier.

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

Article 5: Prices

5.1. All prices quoted by the Supplier, or agreed or applied between Previtality and the Supplier, are fixed, based on delivery “Delivered Duty Paid” (article 7.1) and inclusive of packaging material, VAT, insurance, import duties, levies, freight costs, delivery costs, loading and unloading costs, duties and other government taxes, unless the Parties have expressly agreed or agree otherwise in writing.

5.2. The Supplier is entitled to pass on to Previtality an increase in cost-determining factors, as assessed by Previtality, only after the Supplier has informed Previtality of this price increase in good time and Previtality has expressly given its written consent for this. If the Supplier wishes to do so, Previtality always has the right to terminate the Agreement. Termination of the Agreement in this way does not entitle either Party to compensation.

5.3. Unless otherwise agreed in writing, the Supplier will not charge a surcharge for work performed outside the normally applicable office hours of 08.30 – 17.30 hours, on public holidays or on weekend days.

Article 6: Payment

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

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. the Supplier’s bank account number.

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

6.2. Partial invoices are permitted only if and insofar as the Supplier has obtained Previtality’s express written consent for this.

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

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

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

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

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

6.8. In the case of advance payment or payment in instalments, Previtality is entitled to require security from the Supplier for the fulfilment of the Supplier’s obligations under the Agreement.

6.9. If Previtality fails to fulfil its payment obligations on time, it will not be held to more than payment of the statutory commercial interest, and this will not be due until Previtality has been given a reasonable period in writing by the Supplier to still fulfil its obligations.

Article 7: Delivery and risk

7.1. Delivery by the Supplier takes place “Delivered Duty Paid” in accordance with the provisions of the “Incoterms” in that regard and, furthermore, 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 most recently published version of the “Incoterms” at the time the Agreement is concluded.

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

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

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

7.5. The Supplier declares that no right other than its right of ownership encumbers the goods to be delivered. Previtality accepts no 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.

7.6. 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, the Supplier is in default by operation of law, without any further notice of default being required.

7.7. 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 the Agreement has been concluded.

7.8. Partial deliveries are not permitted without Previtality’s express written consent.

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

7.10. Earlier or later delivery than on the agreed delivery date or at the agreed delivery time takes place only with Previtality’s prior written consent 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 do not correspond to the agreed specifications (for example in terms of quantities or properties), need not be accepted by Previtality. Previtality is entitled to refuse or not accept (part of) these goods.

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

7.12. If the delivery of goods is delayed by factors that are for the Supplier’s account and risk, the resulting costs and damage to Previtality must be reimbursed by the Supplier.

Article 8: Recall

8.1. If Previtality, in its opinion, deems this necessary or is or becomes obliged to do so, it has the right to institute a Recall. The Supplier must provide Previtality with all cooperation that Previtality deems necessary in carrying out a Recall.

8.2. As soon as the Supplier finds that a good delivered by it does not comply, or has information showing that a good does not comply, the Supplier must report this to Previtality. In that case Previtality may request the Supplier to draw up, within twenty-four (24) hours, a report containing all information and documentation that is relevant in Previtality’s opinion regarding the good concerned.

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

8.4. The Supplier must collect, at the place and time indicated by Previtality, the goods that Previtality has retrieved under a Recall from its customers, from consumers and otherwise, and ensure their disposal and destruction.

8.5. The Supplier is not permitted to make statements about the Recall to third parties, unless Previtality has given its prior written consent for this.

8.6. The Supplier is liable for all costs incurred and damage suffered by Previtality, both direct and indirect, in connection with and/or arising from a Recall. With a view to this, the Supplier will take out a product recall insurance on customary terms.

Article 9: Audit

9.1. Previtality is entitled at any time – after prior written notice to the Supplier – to have the Supplier inspected (“audit”) in order to verify whether the 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 set for them. The Supplier is obliged to admit Previtality, or the third party engaged by it, at all times to its sites, buildings and other locations and is obliged to provide all cooperation that Previtality deems necessary so that the audit can actually be carried out.

9.2. The Parties bear their own costs in respect of the audit, unless it is established that the Supplier does not fulfil its obligations under the Agreement or that the goods do not meet the (statutory and/or agreed) requirements set for them. In that case the costs of the audit are for the Supplier’s account.

9.3. The shortcomings established in the audit must be remedied by the Supplier within the period to be determined by Previtality for that purpose. Any costs incurred and damage suffered by Previtality in that connection are for the Supplier’s account.

Article 10: Packaging

10.1. 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 the goods can be unloaded safely. If, in Previtality’s opinion, the goods are packaged insufficiently and/or defectively, the resulting costs and damage to Previtality must be reimbursed by the Supplier.

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

Article 11: Force majeure

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

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

11.3. The Supplier can only invoke force majeure against Previtality if the Supplier notifies Previtality in writing of its invocation of force majeure as soon as possible, enclosing supporting documents. Force majeure on the part of the Supplier does not in any event include: lack of staff, strikes, illness of staff, shortage of raw materials, transport or carriage problems, failure in performance or non-performance of obligations by sub-suppliers or parties on whom the Supplier depends in the performance of the Agreement, disruptions in the Supplier’s production, and liquidity or solvency problems on the part of the Supplier or failures by third parties engaged by it.

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

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

11.6. Previtality is also entitled to invoke force majeure if the circumstance preventing (further) performance arises after Previtality should have fulfilled its obligation.

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

Article 12: Acceptance, inspection and complaints

12.1. Acceptance of the goods delivered by the Supplier must be given 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.

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

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

12.4. If Previtality rejects the goods, it will notify the Supplier of this as soon as possible, stating its complaint.

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

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

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

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

Article 13: Guarantee

13.1. The Supplier guarantees that the goods delivered conform to the Agreement and – given the nature of the goods and the statements the Supplier has made about the goods – possess the properties that Previtality was entitled to expect on the basis of the Agreement. To that end, the Supplier guarantees in any event that the goods are produced in accordance with and comply with the following requirements, i.e. that they:

1. have the properties, quality and reliability as described in the Agreement, the specifications and information provided by the Supplier, and Previtality’s reasonable expectations in that regard;
2. are new/of good quality, free from defects and free from (proprietary) rights (of third parties);
3. have been manufactured, produced, grown and/or prepared in a professional manner, by skilled personnel, in accordance with the statutory requirements applicable at the relevant place and in the relevant matter, and using new and environmentally friendly materials;
4. comply with the statutory requirements and regulations applicable (at the relevant place and in the relevant matter), the requirements set in this regard by the government (such as environmental requirements) and the customary (industry) standards 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. are accompanied by, and have, the correct and required documents, certificates and quality marks (such as, where applicable, an HACCP certificate, a consignment note, an ATR certificate, Form A, an EUR.1 or EUR-MED certificate and/or an invoice declaration). As proof thereof, the Supplier must keep copies of the required documents for the statutory period and show them to Previtality at first request;
6. are provided with an indication of the producer or of the person who places the goods on the market, at least in accordance with European legislation and regulations;
7. are provided with all data and instructions necessary for correct and safe use;
8. cannot have any harmful consequences for humans and animals, or cause any to materials, other than those expressly indicated by the Supplier in the product specification or otherwise;
9. are free from any special encumbrance or restriction that Previtality has not expressly accepted in writing.

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

13.3. If the goods delivered do not conform to the Agreement or the guarantees referred to in this article 13, the Supplier will, at its own expense, on first notice and at Previtality’s option, within a reasonable period, take back and refund, repair and/or replace the goods, unless Previtality prefers termination of the Agreement in accordance with the provisions of these General Terms and Conditions. Previtality has the right to take remedial action itself and to recover the costs incurred for this from the Supplier if the Supplier – after having been given notice of default by Previtality to that end – remains in default of complying with its remedial obligations under this article 13.

Article 14: Liability and indemnification

14.1. Except insofar as there is intent or deliberate recklessness on the part of Previtality or its managerial staff, any liability of Previtality, on any ground and for any damage whatsoever, is excluded.

14.2. The Supplier is liable for all damage, both direct and indirect, that Previtality suffers as a result of a failure in the performance of the obligations and/or any (unlawful) act or omission on the part of the Supplier, or its staff or the third parties engaged by it, as well as all damage that Previtality suffers and that is related to the performance of the Agreement.

14.3. The Supplier will at all times insure itself adequately in respect of its liability to Previtality under the law and/or the Agreement. The Supplier must furthermore insure all risks in the conduct of its business that are insurable on normal terms.

14.4. The Supplier will also insure all goods of Previtality that it comes to hold under the Agreement against all possible damage for the time that the Supplier holds the goods.

14.5. At Previtality’s first request, the Supplier will promptly produce (a certified copy of) the policies and the proof of premium payment for the insurance referred to in the preceding paragraphs, or a statement from the insurer confirming the existence of this insurance and the payment of the premium. The Supplier will not terminate or amend the insurance contracts, or the conditions under which they were entered into, without Previtality’s prior written consent.

14.6. The Supplier indemnifies Previtality against all claims by third parties, including the costs of legal assistance, caused by the (re)sale and/or use of the goods delivered and/or otherwise related to or arising from the Agreement, except in the case of intent or deliberate recklessness on the part of Previtality and its managerial staff. This provision applies expressly, but not exclusively, in the case of product liability under Article 6:185 of the Dutch Civil Code in conjunction with Article 6:190 of the Dutch Civil Code, which may include claims by third parties as a result of:

1. undesirable substances (or quantities of substances) in the goods delivered by the Supplier;
2. one or more properties of the goods which the Supplier knew, or should have known, can 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.

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

Article 15: Intellectual property rights

15.1. All intellectual property and similar rights, including but not limited to copyright, trademark rights, design rights and property rights, relating to the goods, drawings, moulds, texts, materials, designs, sketches, models, samples, ideas, packaging, packaging materials, calculations and the like, made available by Previtality or produced by, on behalf of or on the instructions of Previtality, or otherwise obtained or arising in the context of the Agreement, are vested in Previtality from the moment these rights arise. Previtality will also be regarded as the sole maker and/or designer thereof, regardless of whether it pays or has paid a separate or combined fee for it. To the extent necessary, the Supplier hereby irrevocably and free of charge transfers all intellectual property and similar rights to Previtality, which hereby accepts them. To the extent a formality is required for this, the Supplier will give its full cooperation to the completion of that formality. The Supplier is not permitted, without Previtality’s written consent and/or for purposes other than those determined by Previtality, to make use of Previtality’s intellectual property and similar rights.

15.2. The 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 for use or otherwise disclose them to third parties.

15.3. 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. The Supplier will give its full cooperation in this.

15.4. The Supplier will immediately inform Previtality of any infringement or improper use of the intellectual property and similar rights vested in Previtality.

15.5. The 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 on account of (alleged) infringements in that regard, and will compensate Previtality for all damage suffered as a result, including the costs of legal assistance.

15.6. 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.

Article 16: Confidentiality

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

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

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

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

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

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

16.4. In the event of a breach of the provisions of this article 16 by the Supplier, its staff or a third party engaged by it, the Supplier forfeits an immediately payable penalty of fifty thousand euros (€ 50,000) per breach and five thousand euros (€ 5,000) for each day the breach continues, without prejudice to Previtality’s right to compensation for all damage actually suffered and costs incurred.

Article 17: Suspension and termination

17.1. Previtality is entitled, without any further notice of default being required and without being obliged to pay any compensation, to terminate the Agreement wholly or partly or to suspend the fulfilment of its obligations wholly or partly if:

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

17.2. Upon termination, Previtality has in any event the right:

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

17.3. The Supplier is not entitled to suspend its obligations towards Previtality or to exercise any right of retention over goods that are Previtality’s property or to which Previtality has a claim in any way.

Article 18: Obligations after the end of the agreement

18.1. If the Agreement between the Parties has ended or the work has been carried out, neither of the Parties is obliged to continue the activities described in it and all obligations and rights of the Parties end, with the exception of articles 15 (Intellectual property rights) and 16 (Confidentiality), which remain in force after expiry or termination.

Article 19: Applicable law and competent court

19.1. Dutch law applies to every Agreement between Previtality and the Supplier.

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

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

Article 20: Language

20.1. 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 conflict between the Dutch text and a translated version, the Dutch text is always decisive and binding.