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GENERAL TERMS AND CONDITIONS OF SALE

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Version 1.2 – Private Vitamin d.o.o.
Effective: October 2026

1. GENERAL

1.1 These General Terms and Conditions of Sale (“Terms”) govern all offers, quotations, Proforma Invoices, orders, sales, manufacturing services and deliveries of goods and/or services (“Products”) by Private Vitamin d.o.o., Valvasorjeva ulica 40a, 2000 Maribor, Slovenia (“Seller”) to business customers (“Buyer”).

1.2 These Terms apply exclusively to business-to-business transactions. Any terms or conditions proposed by the Buyer shall not apply unless expressly accepted in writing by the Seller.

1.3 These Terms form an integral part of each contract between the Seller and the Buyer. In the event of a conflict, any individually agreed written terms, confirmed quotation, Proforma Invoice, Product Specification, Quality Agreement or other document expressly accepted by the Seller shall prevail over these Terms to the extent of the conflict.

1.4 The current version of these Terms is available at www.privatevitamin.com/terms.

1.5 Communication and contractual confirmations between the parties may be conducted electronically. Written confirmation by email shall be considered valid written communication unless applicable law requires otherwise.

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2. OFFERS, ORDERS AND CONFIRMATION

2.1 Unless expressly stated otherwise, offers and quotations issued by the Seller are non-binding and subject to availability, technical feasibility and final confirmation.

2.2 An order becomes binding upon written order confirmation by the Seller, issuance and acceptance of a Proforma Invoice, payment of the required advance payment, or another written confirmation expressly accepted by the Seller.

2.3 The Seller reserves the right to refuse an order before it becomes binding.

2.4 Production shall commence only after all information, approvals, payments and materials required from the Buyer have been received, unless otherwise agreed in writing.

2.5 Where a Product Specification, artwork, label, packaging specification, softproof or other approval is required, production may be suspended until the relevant document has been approved by the Buyer.

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3. PRICES AND TAXES

3.1 Unless otherwise stated, all prices are expressed in euros (€) and exclude VAT, transport, customs duties and other taxes or charges.

3.2 VAT shall be charged in accordance with applicable tax legislation. Where the conditions for an exempt intra-Community supply are fulfilled, the Seller may issue an invoice without Slovenian VAT. The Buyer shall provide a valid VAT identification number and any information or documentation reasonably required to establish the applicable VAT treatment.

3.3 Customs duties, import taxes, customs clearance charges and other taxes or charges arising outside Slovenia shall be borne by the Buyer unless otherwise agreed in writing.

3.4 Quotations are based on raw-material, packaging, transport, energy, external service and production costs known at the time of quotation. The Seller reserves the right to revise a quotation before order confirmation if these costs materially change.

3.5 Once an order has become binding, any price adjustment shall require the Buyer’s agreement unless the adjustment results from a modification requested by the Buyer or from circumstances expressly covered by these Terms.

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4. PAYMENT TERMS

4.1 Unless otherwise agreed in writing, the following payment terms apply:

70% advance payment before production begins
30% balance before dispatch or collection

4.2 Payments shall be made to the Seller’s designated bank account without deduction, set-off or transfer charges, except where otherwise required by applicable law.

4.3 In the event of late payment, the Seller shall be entitled to statutory default interest and applicable recovery costs in accordance with Slovenian law.

4.4 To the extent permitted by applicable law, Products remain the property of Private Vitamin d.o.o. until full payment of all amounts due for the relevant Products has been received.

4.5 Alternative payment arrangements may apply where expressly agreed in writing or confirmed through official email correspondence before production begins. Such written arrangements shall form part of the contractual agreement.

Slovenian B2B late-payment legislation expressly covers commercial contracts between economic operators and provides rules concerning payment periods, default consequences and recovery costs. 

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5. DELIVERY

5.1 Unless otherwise agreed in writing, delivery shall be EXW Private Vitamin facility, Maribor, Slovenia (Incoterms® 2020). Any alternative delivery term must be specified in the applicable quotation, order confirmation or Proforma Invoice.

5.2 Any production or delivery date communicated by the Seller is an estimate unless expressly confirmed in writing as a fixed deadline.

5.3 Production and delivery schedules may depend on the timely availability of raw materials, packaging materials, external services, laboratory analyses, Buyer approvals and other factors relevant to production.

5.4 Risk of loss of or damage to the Products shall pass to the Buyer in accordance with the Incoterms® 2020 rule specified for the applicable order.

5.5 The Buyer shall collect or accept delivery of completed Products within 30 days after notification that the Products are ready, unless otherwise agreed.

5.6 If the Buyer fails to collect or accept the Products within the agreed period, the Seller may charge reasonable storage and handling costs.

5.7 The Seller shall not be responsible for deterioration resulting from prolonged storage caused by the Buyer’s failure to collect the Products, provided the Products have been stored by the Seller under the specified storage conditions.

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6. PRODUCTION TOLERANCES

6.1 Due to the nature of supplement manufacturing, filling and packaging processes, the final quantity produced may vary from the ordered quantity.

Unless otherwise agreed in writing, the following production tolerances apply:

500–1,000 units: ±30%
1,001–2,500 units: ±20%
2,501+ units: ±10%

6.2 The Buyer accepts these manufacturing tolerances and shall be invoiced based on the quantity actually produced and delivered.

6.3 Quantities falling within the applicable tolerance shall not constitute non-conformity and shall not provide grounds for rejection, cancellation or a claim for compensation.

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7. CANCELLATION, POSTPONEMENT AND MODIFICATION

7.1 Once an order has become binding, the Buyer may not cancel, postpone or materially modify the order without the Seller’s written consent.

7.2 If the Buyer requests cancellation, postponement or modification of an order, the Buyer shall reimburse the Seller for costs and commitments already incurred in connection with the order, including where applicable:

  • raw materials;

  • packaging materials;

  • labels and printed materials;

  • product development;

  • laboratory testing;

  • external services;

  • production and personnel costs;

  • transport;

  • administrative costs; and

  • other non-cancellable commitments.

7.3 Advance payments may be applied against these costs. Where costs already incurred or committed exceed the advance payment, the Seller reserves the right to invoice the Buyer for the difference.

7.4 Custom-made, printed, branded, specially sourced or Buyer-specific materials are non-refundable once ordered or produced.

7.5 Cancellation shall become effective only after written confirmation by the Seller.

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8. PRODUCT SPECIFICATIONS AND BUYER APPROVALS

8.1 Products shall be manufactured according to the Product Specification or other technical documentation approved for the applicable production batch.

8.2 The Buyer is responsible for carefully reviewing Product Specifications, artwork, labels, packaging specifications, softproofs and other documents submitted for approval.

8.3 Once artwork, labels, packaging specifications or softproofs have been approved by the Buyer, the Buyer shall be responsible for the content approved by it, including product names, claims, translations, instructions, declarations, quantities and other information supplied or approved by the Buyer.

8.4 The Seller shall not be liable for errors contained in materials, information, artwork or text supplied or expressly approved by the Buyer, except where the final manufactured Product deviates from the approved materials due to an error attributable to the Seller.

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9. REGULATORY RESPONSIBILITY

9.1 The Seller shall manufacture Products in accordance with the agreed Product Specification and the quality and food-safety requirements applicable to the Seller’s manufacturing activities.

9.2 Unless regulatory services are expressly included in the applicable quotation or other written agreement, the Buyer is responsible for determining whether the Product may legally be marketed and sold in its intended market.

9.3 Unless expressly agreed otherwise in writing, the Buyer is responsible for ensuring compliance of the Product’s:

  • product name;

  • formulation and intended use;

  • labelling;

  • translations;

  • nutrition and health claims;

  • marketing claims;

  • advertising;

  • website content; and

  • other market-specific information

with the requirements applicable in each country in which the Buyer places the Product on the market.

9.4 Regulatory advice or comments provided by the Seller shall not constitute legal advice or a guarantee of market authorization unless expressly agreed otherwise in writing.

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10. BUYER-SUPPLIED MATERIALS

10.1 Where the Buyer supplies raw materials, packaging, labels, artwork, specifications, formulations or other materials, the Buyer is responsible for their accuracy, legality, suitability, quality and timely delivery.

10.2 The Seller may refuse to use Buyer-supplied materials that, in its reasonable assessment, do not meet applicable safety, quality, regulatory or manufacturing requirements.

10.3 The Seller shall not be liable for delays, defects or non-conformities resulting from materials, specifications, artwork or instructions supplied or approved by the Buyer, except to the extent directly caused by the Seller’s failure to follow the agreed specifications.

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11. RAW MATERIALS AND AVAILABILITY

11.1 Availability, price and lead time of raw materials and packaging may depend on third-party suppliers.

11.2 If an agreed material becomes unavailable, discontinued or unsuitable for production, the Seller shall inform the Buyer and may propose a technically suitable alternative.

11.3 The Seller shall not substitute an agreed raw material or materially modify an approved formulation without the Buyer’s written approval, except where required by law or necessary to address an immediate product-safety issue.

11.4 Delays caused by unavailable materials, supplier delays or the Buyer’s delay in approving alternatives shall result in a reasonable extension of the production schedule.

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12. QUALITY AND COMPLAINTS

12.1 The Seller warrants that Products shall comply with the agreed Product Specification at the time risk passes to the Buyer.

12.2 The Buyer shall inspect the Products promptly upon receipt.

Claims relating to visible defects, quantity discrepancies or transport damage must be notified to the Seller in writing within 7 days of receipt.

12.3 Claims relating to latent defects that could not reasonably have been identified during initial inspection must be notified to the Seller in writing without undue delay after discovery.

12.4 A complaint shall include sufficient information to identify and investigate the issue, including where applicable:

  • product name;

  • batch/lot number;

  • quantity affected;

  • description of the alleged defect;

  • photographs;

  • samples; and

  • relevant storage or handling information.

12.5 The Buyer shall not dispose of, destroy, alter, rework or return allegedly defective Products without the Seller’s prior written authorization where doing so would prevent or materially impair investigation of the complaint.

12.6 The Seller shall be given a reasonable opportunity to investigate any complaint before liability is determined.

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13. LIABILITY

13.1 Where a complaint is established as justified and attributable to the Seller, the Seller may, at its reasonable discretion and subject to applicable law:

  • replace the affected Products;

  • rework the affected Products where technically possible; or

  • refund or credit the invoiced amount attributable to the affected Products.

13.2 To the maximum extent permitted by applicable law, the Seller’s aggregate liability arising from or in connection with an individual order shall not exceed the amount paid by the Buyer for the Products giving rise to the claim.

13.3 To the maximum extent permitted by applicable law, the Seller shall not be liable for indirect, incidental, special or consequential damages, including loss of profit, loss of revenue, loss of business, loss of market opportunity or reputational damage.

13.4 Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by mandatory applicable law.

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14. FORCE MAJEURE

14.1 Neither party shall be liable for delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

Such circumstances may include, without limitation:

  • natural disasters;

  • fire or flood;

  • war, terrorism or civil unrest;

  • strikes or labour disruption;

  • epidemics or pandemics;

  • governmental or regulatory measures;

  • import or export restrictions;

  • energy shortages;

  • transportation disruption;

  • significant shortages or discontinuation of raw materials or packaging;

  • critical supplier failures; or

  • major equipment breakdowns not resulting from gross negligence.

14.2 The affected party shall inform the other party within a reasonable period after becoming aware of circumstances materially affecting performance.

14.3 Performance deadlines shall be extended for a reasonable period corresponding to the effect of the force majeure event.

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15. INTELLECTUAL PROPERTY

15.1 Each party retains ownership of intellectual property, know-how, formulas, trademarks, designs, documents and other proprietary materials owned or independently developed by that party.

15.2 Formulations, artwork, trademarks, designs and other materials supplied by the Buyer remain the property of the Buyer or their respective owner.

15.3 Unless expressly agreed otherwise in writing, manufacturing processes, production methods, technical know-how, manufacturing parameters and proprietary production knowledge developed or owned by the Seller remain the intellectual property of the Seller.

15.4 Ownership and permitted use of formulations specifically developed by the Seller for the Buyer shall be governed by the applicable development agreement, quotation or other written agreement between the parties.

15.5 The Buyer warrants that materials, trademarks, artwork, formulations or other intellectual property supplied by it for use by the Seller do not knowingly infringe third-party rights.

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16. CONFIDENTIALITY

16.1 Each party shall keep confidential all non-public technical, commercial and business information received from the other party in connection with their business relationship.

16.2 Confidential information shall be used solely for the purposes of performing or managing the parties’ business relationship.

16.3 Confidential information may be disclosed to employees, contractors, professional advisers and service providers who reasonably require access to the information and are subject to appropriate confidentiality obligations.

16.4 These confidentiality obligations do not apply to information that:

  • is or becomes publicly available without breach of these Terms;

  • was lawfully known to the receiving party before disclosure;

  • is lawfully received from a third party; or

  • must be disclosed by law or competent authority.

16.5 Where the parties have entered into a separate confidentiality or non-disclosure agreement, that agreement shall prevail in the event of conflict with this section.

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17. GOVERNING LAW AND JURISDICTION

17.1 These Terms and all contracts between the Seller and Buyer shall be governed by the laws of the Republic of Slovenia, excluding its conflict-of-law rules.

17.2 The parties shall first attempt in good faith to resolve disputes through direct negotiation.

17.3 If an amicable resolution cannot be reached, disputes shall be subject to the exclusive jurisdiction of the competent court in Maribor, Slovenia, unless mandatory law provides otherwise.

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18. FINAL PROVISIONS

18.1 If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

18.2 Failure by the Seller to exercise any contractual right shall not constitute a waiver of that right.

18.3 Amendments or deviations from these Terms applicable to an individual order must be agreed in writing.

18.4 The English-language version of these Terms shall prevail over translations in the event of discrepancy, unless otherwise expressly agreed in writing.

18.5 These Terms apply from the effective date stated above and may be updated by the Seller from time to time. The version applicable to an individual order shall be the version incorporated into or applicable at the time the relevant contract is concluded.

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Private Vitamin d.o.o.
Valvasorjeva ulica 40a
2000 Maribor
Slovenia

VAT ID: SI36131431
Registration No.: 9527524000
Registered with the District Court in Maribor

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