ARTICLE 1

Unless expressly agreed otherwise in writing, the current terms and conditions of sale are:
applies to all current and future sales and purchase agreements between Star Nutraceuticals B.V. and buyer (as stated on the order confirmation) for goods as stated on any
order confirmation. No provision in the Buyer’s documents (including the terms and conditions)
and conditions) applies to the sales concluded between Star Nutraceuticals B.V. and the buyer.

ARTICLE 2

Orders are deemed to be binding on the buyer. The buyer has no right to cancel orders without written permission from Star Nutraceuticals B.V. This permission is dependent on:
the payment of all damages caused by the cancellation. Regardless of the right of Star Nutraceuticals B.V. enforce execution, the parties agree that a notice of termination compensation of at least 30% of the canceled order for costs and lost income, without Star Nutraceuticals B.V. must prove and claim that it has suffered greater damage. All changes to an order must be communicated in writing to within 5 working days of the first order
de Star Nutraceuticals B.V. If Star Nutraceuticals B.V. already started with partial or full execution of the order, the buyer cannot withhold the non-execution of the costs.

ARTICLE 3

The transaction will be concluded at the prices stated on the order confirmation. Prices are exclusive of VAT or any other costs whatsoever (transport, packaging, insurance, import and export, taxes, etc.). These costs are borne by the buyer. Prices are subject to fluctuations in the market and therefore not fixed. Orders that have received an order confirmation can no longer be changed in price unless the order is explicitly changed by the customer.

ARTICLE 4

If the trust of Star Nutraceuticals B.V. the solvency of the buyer is damaged by indicative events, such as legal proceedings against the buyer, Star Nutraceuticals B.V. reserves the right to ask the purchaser for guarantees. If the buyer does not wish to provide these guarantees, Star Nutraceuticals B.V. cancel the entire order or part thereof without giving any reason, even if some goods have already been shipped.

ARTIKEL 5

All recipes remain 100% property of Star Nutraceuticals B.V. This means that the buyer cannot in any way accept Star Nutraceuticals B.V. may require that purchased recipes can be sold exclusively to the buyer alone, unless explicitly agreed and signed in writing by both Star Nutraceuticals B.V. as a buyer. If there is a written agreement between both parties, this is only legally valid if the buyer has actually already purchased the described products and paid in full at Star Nutraceuticals B.V.

ARTICLE 6

Unless otherwise agreed, delivery always takes place at the headquarters of Star Nutraceuticals B.V. Shipment to the buyer is at the buyer’s risk. Standard delivery consists of bulk (stacked loose products) delivery without box on Euro pallet. If the products are still delivered free of charge without a box, this is a service and not a fixed fact that every order is required to be delivered packed in boxes.

ARTICLE 7

The stated delivery term is indicative. Delays in delivery can under no circumstances give rise to a breach of contract, right to compensation or interest, unless expressly agreed in writing by Star Nutraceuticals BV In the event that the work of the purchaser or that of a third party when the delivery of the goods is affected by a case of force majeure, Star Nutraceuticals BV not be held responsible for any
problems and/or resulting additional costs on delivery. Unless expressly agreed otherwise in writing, Star Nutraceuticals B.V. reserves the right to make partial deliveries.
In the event that the buyer does not collect or refuses to collect the goods within the specified period after notification from Star Nutraceuticals B.V. that these are ready, the buyer is liable for the costs of keeping these goods and any interest.

ARTICLE 8

Subject to special agreements, ordered goods are delivered in their original packaging. Star Nutraceuticals B.V. reserves the right to adjust products and packaging without informing the buyer. Ordered quantities can be adjusted to meet standard packaging units.

ARTICLE 9

Upon written request, the buyer will receive a copy of the documentation relating to the ordered products. All specifications, recipes, formulations, know-how, marketing concepts and/or product concepts are the private property of Star Nutraceuticals B.V. and may only be used by the buyer to the extent necessary for the use of these products. Reproduction or use of this information for any other purpose is prohibited. Failure to comply with this prohibition by the buyer will give rise to a lump sum compensation of EUR 5,000.00 per infringement, without prejudice to the right of Star Nutraceuticals B.V. to prove and claim higher damages from buyer.

ARTICLE 10

Star Nutraceuticals products are warranted against defects and defects due to manufacturing defects. Accordingly, this warranty does not cover any claim relating to negligence or misuse, product modifications, faulty care or maintenance, or inadequate storage conditions.
This warranty is strictly limited to replacement of parts supplied by Star Nutraceuticals B.V. be considered defective. Products that are found to be defective will be returned after written agreement with Star Nutraceuticals B.V. be collected free of charge by Star Nutraceuticals B.V.
To be accepted, all complaints must be made by certified mail addressed to Star Nutraceuticals B.V. within three months of delivery.

ARTICLE 11

In order to be admissible, all complaints regarding incorrect deliveries, missing, damaged or defective goods must be submitted in writing to Star Nutraceuticals B.V. to be reported and within eight days (in the case of hidden defects) after discovery of the hidden defect, stating all relevant information, including order and invoice number, description of the defect, description of the damage. Incomplete reports to Star Nutraceuticals B.V. are not taken into consideration. Any possible claim is limited to the selling price of the goods in question. The buyer indemnifies Star Nutraceuticals B.V. for claims from third parties, such as buyer’s customers. Goods can only be returned after written approval from Star Nutraceuticals B.V. Goods returned without
written approval will not be credited. Complaints in no way entitle the buyer to suspension or payment of the price, not even partially, nor the right to cancel the entire order or delivery.

ARTICLE 12

The buyer bears the risk of force majeure. In addition, should the implementation of this agreement be hindered or disproportionately burdened by force majeure, the obligations of Star Nutraceuticals B.V. suspended.
Force majeure includes: any event that is reasonably beyond the control of Star Nutraceuticals B.V. including but not limited to strikes, lockouts, delays or disruptions in transportation, acts of war, riot, fire, orders, ordinances or regulations of any government or administration, inability to obtain natural gas, other fuels or natural resources, supply difficulties, scarcity of (raw) materials or lack of production products, weather conditions that make the execution of the agreement temporarily difficult or impossible. Errors or delays at the expense of the
suppliers of Star Nutraceuticals B.V., acts of third parties, one or more manufacturing defects in material from: one of the suppliers of Star Nutraceuticals B.V., regardless of whether these problems occur at Star Nutraceuticals B.V. or the supplier from whom Star Nutraceuticals B.V. obtain goods.

ARTICLE 13

Buyer is not authorized to use the trade name or any brand name or claims explicitly of Star Nutraceuticals B.V. to use for their own brand such as informational text or images whatsoever.

ARTICLE 14

All possible disputes that may arise between the buyer and Star Nutraceuticals B.V
filed exclusively with the Court of Ridderkerk, the Netherlands. This agreement is governed by Dutch law, with the exception of retention of title, which shall be governed by the law of the buyer’s country.

ARTICLE 15

Should the court declare one of the above clauses invalid, the other clauses will continue to apply in full.