GENERAL TERMS AND CONDITIONS OF SALE

(Version 1.1 — Private Vitamin d.o.o.)

1. GENERAL

1.1 These General Terms and Conditions of Sale (“Terms”) govern all offers, quotations, proforma invoices, sales, and deliveries of goods and/or services (“Products”) by Private Vitamin d.o.o., Valvasorjeva ulica 40a, 2000 Maribor, Slovenia (“Seller”) to any business customer (“Buyer”).
1.2 Any deviating terms proposed by the Buyer are hereby expressly rejected unless expressly accepted in writing by the Seller.
1.3 These Terms supersede all prior verbal or written offers, communications, or agreements concerning the sale and delivery of the Products.
1.4 The current version of these Terms is available on www.privatevitamin.com/terms.
1.5 All communication between the parties may be conducted electronically and shall be deemed legally valid when confirmed via email.

2. OFFERS, ORDERS, AND CONFIRMATION

2.1 All offers and quotations issued by Private Vitamin d.o.o. are non-binding and subject to change until confirmed in writing.
2.2 An order is binding only upon written confirmation or the issuance of a Proforma Invoice by the Seller.
2.3 The Seller reserves the right to refuse an order without providing a reason.

3. PRICES AND TAXES

3.1 Prices are stated in euros (€) and are exclusive of VAT, unless explicitly noted otherwise.
3.2 For intra-EU transactions, VAT exemption applies under Article 138(1) of Directive 2006/112/EC, provided the Buyer has a valid EU VAT number.
3.3 Any customs duties, import taxes, or other levies outside Slovenia are the Buyer’s responsibility.
3.4 Price quotations are based on current costs of raw materials, packaging, and production. The Seller reserves the right to adjust prices if these costs change before order confirmation.

4. PAYMENT TERMS

4.1 Unless otherwise agreed in writing, the following payment policy applies:

70% advance payment before production begins,

30% payment before dispatch or collection (EXW Maribor).

4.2 Payment must be made to the Seller’s designated bank account, free of any transfer fees or deductions.
4.3 In case of delayed payment, statutory interest according to EU Directive 2011/7/EU (on combating late payment) will apply.
4.4 Products remain the property of Private Vitamin d.o.o. until full payment is received.

4.5 Alternative payment structures may apply if expressly agreed in writing or confirmed via official email correspondence between the Buyer and Private Vitamin d.o.o. prior to the start of production. Such agreements may modify the standard advance and balance percentages based on mutual business arrangements. Any written confirmation shall form an integral part of the contractual agreement.

5. DELIVERY AND ACCEPTANCE

5.1 Deliveries are made under Incoterms® 2020, typically EXW Maribor, Slovenia, unless agreed otherwise.
5.2 Delivery times are indicative and depend on the availability of raw materials, packaging, and supplier lead times.
5.3 The Buyer must take over the final products within 30 days of production completion, or earlier if notified.
5.4 All risk for loss or damage passes to the Buyer upon dispatch or collection, whichever occurs first.

6. PRODUCTION TOLERANCE

Due to standard production tolerances, final delivered quantities may vary as follows and will be invoiced accordingly:
• 500–1000 pcs → ± 30 %
• 1001–2500 pcs → ± 20 %
• 2501+ pcs → ± 10 %

Such deviations are considered contractually acceptable and cannot be used as grounds for order cancellation or price adjustment.

7. CANCELLATION AND ADVANCE PAYMENTS

7.1 If the Buyer cancels or postpones an order after payment or production start, the advance payment may be retained to cover production, materials, and administrative costs already incurred.
7.2 Cancellation is only valid upon written confirmation by Private Vitamin d.o.o.

8. QUALITY, COMPLAINTS, AND LIABILITY

8.1 All Products are manufactured according to EU food supplement regulations, under HACCP and GMP quality standards.
8.2 Complaints regarding defects or discrepancies must be submitted in writing within 7 days of receipt.
8.3 Private Vitamin d.o.o. warrants that all Products comply with agreed specifications at the time of dispatch.
8.4 Liability is limited to replacement of the defective goods or refund of the invoiced amount for those goods.
8.5 The Seller shall not be liable for indirect, consequential, or financial damages such as loss of profit or market opportunity.

9. FORCE MAJEURE

9.1 Neither party shall be liable for failure or delay in performance due to events beyond their reasonable control, including natural disasters, strikes, supply shortages, war, regulatory actions, pandemics, or similar circumstances.
9.2 In such cases, delivery deadlines will be extended accordingly.

10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

10.1 All formulas, compositions, artwork, packaging designs, and production methods remain the intellectual property of Private Vitamin d.o.o. unless explicitly transferred in writing.
10.2 The Buyer shall not disclose or reproduce confidential technical or business information received from the Seller.

11. GOVERNING LAW AND JURISDICTION

11.1 These Terms, and all related contracts, are governed by the laws of the Republic of Slovenia.
11.2 Any disputes shall be settled exclusively by the District Court in Maribor, Slovenia.

12. FINAL PROVISIONS

12.1 If any provision of these Terms is held invalid, the remaining provisions shall remain in full effect.
12.2 The English version of these Terms shall prevail over any translations in case of discrepancies.

Private Vitamin d.o.o.
Valvasorjeva ulica 40a, 2000 Maribor, Slovenia
VAT ID: SI36131431 │ Registration No.: 9527524000 │ Registered with the District Court in Maribor │ Share capital: €7,500