general terms and conditions



This version of General Terms and Conditions (hereinafter referred to as “GTC”) shall be valid from 01 January 2020.
GTC govern the operation of the website www.broadextracts.com, rights, obligations and business relationship between the company BREX, proizvodnja in trgovina, d.o.o. (hereinafter referred to as “The Company”) or “Broadextracts” and the client. GTC apply to the whole business of the Company and its relations to all legal subjects. You must be at least 18 years of age to use our website. By using our website, you warrant to us that you are at least 18 years of age.

The website is operated by ID3 in Ψ Psilon.

Throughout the site, the terms “we”, “us” and “our” refer to the Company. By visiting our site and/ or placing an order, you agree to be bound by the following terms and conditions, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Any additional terms or requests by the client that contradict these GTC can only be used if the client and the Company have reached a written agreement about it.

You can review the most current version of the GTC at any time at this page. We reserve the right, at our sole discretion, to change any part of these GTC by posting changes to our website.

 

1. DEFINITIONS


1.1. Whenever used in this GTC, the following terms shall have the following meanings respectively, unless otherwise specified:
“Finished Products” means the Products, as prepared by the Client for commercialization purposes, including the secondary packaging.
“Manufacturing” means the entire production of the Products, as well as its quality control stages.
“Packaging Materials” means the materials provided by the Company for the purposes of primary packaging of the Raw Material.
“Products” means all products sold by the Company to the Client, as specified on each Purchase Order and/or corresponding invoice, including the Packaging Materials, as mutually agreed by the parties.
“Purchase Order” means the document in any form containing a binding offer by the Client to the Company that specifies the content of each order.
“Raw Material” means any substance, such as active ingredients and the excipient necessary for the production of the Products, excluding Packaging Material.
In these GTC, unless the contrary intention appears, a reference to a person or entity (including the Company or the Client) includes a reference to the person’s executors, administrators, successors, substitutes and assigns.

 

2. SCOPE


2.1. The Company undertakes to manufacture, supply and deliver the Products to his client (hereinafter referred to as “The Client”) as a 3rd party manufacturer. Appertain to competent authorities, distributors and clients of the Products, and all responsibilities thereof, the Client acts as the producer with respect to the content or information on etiquette or label, marketing and selling of the Products.

2.2. For avoidance of doubt, provision of any type of analytical services is not within the original scope of these GTC and is subject to availability and additional terms mutually agreed between the parties for each individual case.

 

3. PRICE AND DELIVERY CONDITIONS


3.1. The Client shall pay to the Company the prices for the supply of the Products and the materials needed for such supply. The prices shall be specified in each invoice issued by the Company on the basis of the valid price list for the Products and mutually agreed terms for each sale of the Products.

3.2. The Company may change the prices of the Products by providing a new price list with a 10-days prior notice. Any such price change shall not apply to purchase orders submitted prior to the effective date of the applicable price change.

3.3. Products are delivered to a Client in accordance with price list. The place of delivery and the corresponding transfer of risk shall be determined and affirmed on each offer and/or invoice issued by the Company.

3.4. Clients are responsible to check legal provisions, legality and legislation compliance in state of order or deliverance.

3.5. Based upon prior agreement between the parties, on the Client’s request, the Company may arrange the transport of Products to the Client’s designated facility. The risk of loss and/or damage shall pass from the Company to the Client immediately upon the moment the Company makes the Products available at its designated facility or production unit.

3.6. The Company shall issue an invoice for each order of Products supplied to the Client. The payment of each order must be made with the order confirmation. Client shall make the payment as stated on the invoice.

3.7. The price is a definite inclusive global price and it includes the cost of the Products, but is exclusive of VAT and/or other taxes, duties or charges, which shall be paid by the Client.

3.8. In case the Client fails to make payment for the invoices on their due dates, the Company has the right to stop processing new orders until the due invoices are paid.

3.9. Delivery due date of the Products is 30 (thirty) calendar days from received payment or within time frame as agreed between the parties for the individual order. The Company shall provide quicker delivery of orders upon request of the Client, in accordance with the availability of production capability of the Company. Quicker delivery shall be negotiated in good faith between the parties.

3.10. Based upon prior mutual agreement, the Company may decide to cover the costs of shipment insurance for some high value purchase orders as determined in catalogue or price list of the Company.

3.11. Notwithstanding clauses 4.1. and 4.2. of these GTC and subject to prior arrangement regarding scope and price, the Client may engage the Company as a qualified person to conduct a cosmetic safety report on the basis of safety assessment and undertake the execution of registration of Finished Products into the Cosmetic Products Notification Portal (CPNP) in accordance with Regulation (EC) No. 1223/2009 on Client’s behalf. In case of Parties agreeing on the provision of such services, the Client hereby authorizes the Company to execute all underlying actions aimed at achieving such registration. If necessary (i.e. due to request of the competent authorities), the Client shall sign a separate written authorization encompassing the above-mentioned actions to be conducted by the Company. For the purposes of the registration process, the Client is obliged to provide sufficient and correct information in accordance with instructions of the Company.

 

4. GENERAL OBLIGATIONS OF THE PARTIES


4.1. The Client agrees to:
• have all the necessary legal authorizations and licenses, as well as insurance policies covering quality and legal responsibilities, in order to commercialize the Products. The Client agrees that such Client’s responsibilities defined in this paragraph cannot be in any way directly or indirectly in whole or partially transferred to the Company;

• take all necessary steps to become duly registered as the responsible party for commercialization and distribution of the Products and/or Finished Products before competent official authority (e.g. Ministry of Health) of the target destination market, as required by the law in force according to the Products’ legal status;

• take care of research of complaints, as well as for the coordination of eventual recall, stock recovery or market withdrawal. The Client undertakes to pay any penalties and costs incurred in connection with such event and, in particular, due to failure to comply with the obligations related to the information stated on the Finished Products;

• as the operator in whose name the Products are commercialized (in the form of Finished Products), expressly assume the responsibility for providing any information to third parties and to consumers which occur simultaneously with said commercialization, expressly recognizing that all the information provided, altered, modified or removed with or for commercialization is of the Client’s exclusive authorship. The Client is thus responsible for appropriate labeling and instructions for the use of the Products for the purpose of ensuring safety of the users of the products. Additionally, the Client assumes exclusive liability for all the contributions it has made towards the production of the mentioned Products in the respective production process;

• compensate the Company for damages and loss of profit that result from negligent or malicious action by the Client, namely but not limited to, provision of information simultaneously with the commercialization of the Products, including information contained on the label placed by the Client on the packages of the Products, even if within the scope of the laws in force, those damages are attributed to the Company as objective and/or joint liability in relation to third parties. Additionally, the Client undertakes to compensate the Company for damages resulting from the Client’s actions for which the Company may be attributed liability, as well as for damages and loss of profits which the Company may sustain as a result of the denigration of the image and credibility of any of the Products, as well as to the Company’s image, reputation and credibility, and which may, as a result, affect the Company’s position in its respective market. For purposes of the present clause, the parties expressly recognize that, regardless of the liability before the consumers, in the internal relationship between the Company and the Client, the Company will solely answer for its own actions that contributed towards the production process of the Products;

• immediately notify the Company in case of any administrative or regulatory action conducted against it in relation to the Products, including being subject to inspection procedure or any other official investigation, as well as to inform the Company about the outcome of such action. Client shall refrain from subjecting the Company to any potential scrutiny by official authorities in connection with the Company’s responsibilities which are explicitly excluded according to these GTC.

4.2. Both Parties are obligated to maintain the mutual reputation of each other. The Client will not in any way, directly or indirectly, sully, smear or in any other manner cause harm to the reputation and gravity of the Company’s brand and/Products. For the purposes of determining the damages resulting from the denigration of the image and credibility of the Products, the Company and the Client expressly agree that these damages shall include direct and indirect damage including lost profits resulting from e.g. loss of business partnerships and other basis under the condition that the Company will prove the damage incurred in reasonable manner.

4.3. No failure or omission by the Client or the Company in the performance of any obligation under these GTC shall be deemed a breach of their obligations or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Client, as the case may be, including but not restricted to acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of the nature and extent of the event causing its failure or delay in performance.

4.4. The Company:
• may collect and maintain the documentation concerning the production and control of each batch manufactured, in individual cases, including the relevant certificates of analysis and manufacturing documentation, such as analysis performed in the manufacturing process or on the Raw Material and the manufacturing batch file, which are available, if existing, to the Client at its request for a period of 1 (one) year after the delivery of the Products related to individual purchase order or for as long as the relevant regulations require;

• may provide stability studies or any other type of analytical services in connection with the Products and / or Finished Products at the request of the Client, subject to availability and additional terms mutually agreed between the parties for each individual case;
• may engage third party subcontractors in any country to exercise the rights or perform its obligations under these GTC;

• will not be responsible for any lack of Raw Material or Packaging Materials, which has proved to be a failure of its suppliers (temporary disruption of stock, temporary or permanent interruption of the manufacturing process and others). In this case the Company will inform the Client within 15 (fifteen) calendar days about the occurrence of such problems and agree on a joint strategy to resolve the issue.

4.5. In case of complaint, the Company shall exercise best efforts to assist and provide the Client with all technical documentation, to investigate promptly any liabilities and to determine the cause of the complaint.

4.6. The formulations, manufacturing processes and analytical methods for the Products are documented and are the sole property of the Company. However, the Company shall exercise best efforts to respond to all legal and regulatory requests that are under its control and to make available to the Client the necessary clarifications and documentation, so as not to jeopardize or prevent the commercialization of the Products either on the national market or in third countries where the Client intends to register or have records of the Products.

4.7. In case the Company will manufacture customized products, the Company shall deliver the Products in the form and substance as instructed by the Client. The Company will not in any way be liable for defects, including latent defects for such product. The Company is not responsible for any other potential adverse characteristics of the Products that occurred after their delivery in accordance with these GTC.

 

5. CLAIMS


5.1. Claims due to quantity and quality of the Products can be enforced by the Client in 8 days from the receipt of goods and under the conditions of the Slovenian Code of Obligations. When a claim is justified and accepted, the Client is entitled to return the goods. Any claims made after the above set deadline will not be taken into consideration.

5.2. Returns will only be accepted if the Product does not meet the agreed specifications and is returned to the Company unopened and in the original packaging.

5.3. The Client shall consider that because of the nature of the Products which is perishable with time and wrongly storage, the Products shall be properly stored. Any claims, arising from poor quality of the Products, caused by such wrongful treatment of the Products shall not be justified.

5.4. The Company shall provide the Client with a sample of each ordered Product and deliver it to the Client with the purchased order for the purposes of independent testing intended by Client. Therefore, the Client shall not open the Product or take any samples only for the purposes mentioned above. If the Client opens any Product or takes a sample from a bulk container for independent testing, it shall be presumed that the Client has accepted the Products and no return or refund is possible without express consensus of the Company and is entirely at discretion of the Company.

5.5. The Company guarantees to provide the requested Products at the price specified on the sales order. If for whatever reason the Company is unable to supply this Product in the time frame specified, the Client is entitled to a full refund which will be deposited in the same bank account that it was originally sent from.

5.6. The damage caused during the transport of goods must be reported to the Company in written form immediately. The Client shall inspect all the received goods. If the package is damaged or appears to have been opened, the Client shall record that with a photograph of the packaging to insure the Company evidence material for possible insurance claims.

5.7. The Client shall also contact the Company immediately in case the received order is incomplete and some of the Products are missing. If the Client fails to report an incomplete shipment to the Company, after 10 days the shipment is considered as accepted and no refund or returns will be considered after this time.

5.8. The damage liability of the Company is limited in cases of deliberate action or major negligence as well as the infringement of substantial contractual obligations. This arrangement also applies for reimbursement claims. Damage liability of the Company is excluded in cases of insubstantial contractual obligations infringement of the Client. The Company shall only be responsible for the manufacturing of the Products and shall be liable for those claims and/or damages which are proved to be caused by intent or major negligence of the Company in the manufacturing of the Products as provided in these GTC.

 

6. PRIVACY AND PERSONAL DATA PROTECTION

 

 6.1. Given that the Company is deemed contractual processors of the Client’s personal data within the meaning of the provisions of the applicable European and Slovenian laws governing personal data protection, these GTC shall also regulate the mutual relationship regarding mutual obligations specified in the applicable European and Slovenian laws governing the processing and contractual processing of personal data.

6.2. Any processing of personal data must be carried out in accordance with the provisions of these GTC and the Company’s personal data protection act. By accepting these GTC, the Client acknowledges that it is familiar with these provisions.

6.3. The Client represents that it has acquired all personal data in accordance with the provisions of the applicable European and Slovenian laws and that their processing and retention are in compliance with the law. The Client agrees to take full responsibility and to exclude any responsibility of the Company for the legality of the procedures for obtaining, processing, retaining and further use of the personal data.

6.4. The Company shall provide personal data processing services solely within the scope of the Client’s authorizations. The Company shall not process or otherwise use personal data for any purpose other than to provide services related to his services. The Company shall retain personal data only as long as necessary for the fulfilment of the purpose of its storage. Upon expiration of the retention period, personal data shall be deleted, destroyed, blocked or anonymized unless the law or other regulations specify otherwise for individual types of personal data. The Company shall treat all personal data and information obtained from the Client as confidential and shall not, except for legally prescribed reasons, disclose it to third parties without the express permission of the Client.

 

 7. INTELLECTUAL PROPERTY RIGHTS


7.1. The Client hereby states and confirms that it has all the necessary rights, including intellectual and industrial property rights to enter into these GTC and to fully comply with its obligations herein.

7.2. The Company commits itself to fully respect Client’s intellectual and industrial property rights, namely but not limited to, the trademarks and distinctive signs Client will use/register in relation with the Finished Products, and not to act in any way that could harm any of such rights.

7.3. The Company is the exclusive holder of the brands considering technology and/or pharmaceutical forms identified in connection with the Products, thus Client does not have any rights in relation to the Client and its related brands.

7.4. The formulas for the manufacture of the Products are the exclusive property of the Company, and therefore the Client undertakes to keep and treat them in an absolutely confidential manner. The duty of confidentiality remains even after the termination of validity of these GTC, and the Client or its civil and criminally responsible officials undertake to cover the Company for all damages arising from any breach of confidentiality obligations.

7.5. Notwithstanding Article 7.4., in case the Company shall use formula provided by the Client, such formula shall be considered as Client’s pre-existing intellectual property and shall remain its exclusive property. In case when development of a new product shall be considered as subject of these GTC, such formula shall be considered as Client’s property. In case of mutual development based on intellectual property of the Company, the new formula shall be considered as the property of the Company. Parties may define intellectual property rights on a case by case basis with regard to a specific formula.

7.6. The Client shall include its own marketing collateral details of the Products and/or Finished Products subject to such Products being clearly marked as being proprietary to the Client. The Client shall not in any way relate to the Company, its trademarks, logos or text unless explicitly approved by the Company in written manner and in advance. Any usage of trademarks of the Company shall be considered as material breach of these GTC. The Client shall be fully liable to the Company for any kind of unauthorized use of the Company’s trademarks and for any kind of damages resulting from such Client’s action. In the event of such unauthorized use of the Company’s trademarks, the Company shall also be entitled to claim payment of contractual penalty for such breach of EUR 30,000.00 (thirty thousand Euros) for each breach and the Client undertakes to pay the penalty to the Company within 8 days of the written request.

 

8. CONFIDENTIALITY


8.1. The parties undertake to keep all information disclosed in the course of their business relationship (hereinafter referred to as “Confidential Information”) strictly secret and confidential. Furthermore, no party shall make any use thereof, except for the purpose of these GTC, nor disclose the same to any person other than to responsible employees of any party engaged in the activities provided in these GTC. These GTC shall be deemed to apply equally to the representatives and employees of each Party in case these should become aware of Confidential Information.


8.2. Confidential Information may be disclosed:
- to a relevant governmental or other authority or regulatory body to such extent only as is required by law and subject in each case to the disclosing party using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made;
- to any other person, to the extent only when:

• it is at the date hereof, or hereafter becomes, public knowledge through no fault of the disclosing party;

• it can be shown by the disclosing party to have been known to it prior to its being disclosed by the other party.

 

9. LEGAL NOTICE

 

9.1. All the information on our website, including product images, graphic and video elements on the website are protected and cannot be reproduced or used without prior written permission.

9.2. The Company is always trying to ensure the up-to-date and correctness of the data published on its website. Nevertheless, the properties of the Products, the delivery period or the price may change so quickly that sometimes it fails to correct the information on the website on time. In such case, the Company will notify the Client of the changes and will allow the Client to withdraw from the contract or to replace the ordered Products.

9.3. All information on the website is only informative and in no way intended as a substitute for the advice of a treating physician or other healthcare staff, nor can it be compensated for proper medical care, since it is not recognized by health authorities.

9.4. Products and claims about individual Products have not been evaluated by state institutions and are not intended to treat or prevent illness.

9.5. Text descriptions of each Product are purely for information purposes and have not been validated by the European Food Safety Authority.

9.6. In case of taking other medicines and other dietary supplements, the person in question shall consult their doctor before combining these with our Products.

9.7. The Client agrees, that he/she inquired information about the legal status of the Products in the country where the Client is ordering from. The Company cannot provide the Client with the documents that would explicitly explain the legal status of products in certain countries.

 

10. FINAL PROVISIONS


10.1. These GTC shall be interpreted and governed by the laws of the Republic of Slovenia.

10.2. In case of possible disputes, arising out of or in connection with these GTC, the parties shall use their best efforts to settle such dispute, controversy or difference amicably. If an amicable solution cannot be reached, any dispute, controversy or difference will be settled by the Slovenian courts.

10.3. In the event that any provision of these GTC is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these GTC, such determination shall not affect the validity and enforceability of any other remaining provisions.

 

11. CONTACT INFORMATION


Company: BREX, proizvodnja in trgovina, d.o.o.
Address: Dunajska cesta 156, 1000 Ljubljana, Slovenia
Phone: +386 (0)51 877 098
Email: info@broadextracts.com
VAT: SI 77721829
COMPANY REGISTRATION NUMBER: 8545413000
IBAN: SI56 6100 0002 3248 919, Delavska hranilnica d.d.

 

 

 



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