General terms
& conditions

C.M. International B.V. is a contract manufacturer specialised in the production and packaging of dietary supplements, certified under FSSC 22000 and SKAL. These terms apply to all our quotations, order confirmations, deliveries and agreements. These terms were drawn up in Dutch; in the event of any difference in interpretation, the Dutch text prevails.

1.Definitions

1. Contractor: C.M. International B.V., established in Oldenzaal, the Netherlands, registered with the Chamber of Commerce under number 92233279 (hereinafter: "CMI").
2. Client: any natural or legal person with whom CMI concludes an agreement or to whom CMI issues a quotation.
3. Agreement: any agreement between CMI and the Client concerning the production, packaging, sale and/or delivery of products and/or services, including purchase orders and order confirmations.
4. Supplied Materials: all raw materials, semi-finished products, packaging, labels and other items made available to CMI by the Client for the performance of the Agreement.
5. Specifications: the formulation, composition, packaging method, labelling and other product requirements agreed in writing.

2.Applicability

1. These terms apply to every quotation from and every Agreement with CMI, and to all agreements and follow-up orders arising from or connected with them.
2. Deviations are only valid if agreed between the parties in writing, and only for the Agreement for which they were made. If the Agreement contains provisions deviating from these terms, the Agreement prevails.
3. The applicability of any purchasing or other conditions of the Client is expressly rejected.
4. These terms were drawn up in Dutch and translated into English and German. In the event of any difference in interpretation, the Dutch text is decisive.
5. CMI makes these terms available electronically before or upon conclusion of the Agreement, in a manner that allows the Client to store them and access them at a later date, and refers to their location on its website. The Client consents to their being made available in this way. CMI will send a copy free of charge upon first request. The version applicable is the version in force at the time the Agreement was concluded.

3.Quotations and formation

1. All quotations from CMI are without obligation and remain valid for one month from their date, unless stated otherwise in the quotation.
2. The Agreement is formed as soon as the Client accepts CMI's offer, or as soon as CMI has commenced performance. If the acceptance deviates from the offer, the Agreement is only formed once CMI has agreed to that deviation in writing.
3. Obvious errors or clerical mistakes in quotations, order confirmations or price lists do not bind CMI.

4.Changes and additional work

1. Changes to the Agreement or the Specifications are only valid if agreed in writing.
2. If changes requested by the Client lead to additional work, costs or a longer delivery time, these are for the Client's account and the delivery time is extended accordingly.

5.Specifications, artwork and approval

1. The Client warrants the accuracy and completeness of all Specifications, data, artwork and instructions provided by or on its behalf. Errors in performance resulting from incorrect, incomplete or ambiguous information remain at the Client's risk and release CMI from any obligation to repair or compensate.
2. Proofs, test prints, reference samples or first articles approved by the Client are binding for further performance. Errors identified after approval are for the Client's account.

6.Laws and regulations, labelling and claims

1. As owner of the end product, the Client is exclusively responsible for the legal permissibility of the formulation, composition, dosages, labelling, (health) claims and any other use of the product, in every country where the product is marketed.
2. CMI carries out production in accordance with applicable food safety standards, but does not assess the legal permissibility of formulations, labels or claims and bears no responsibility or liability in that respect.
3. The Client fully indemnifies CMI against all third-party claims, including those of buyers, consumers and regulators, and against all fines, sanctions and costs related to (the use or marketing of) the end product, the formulation, the labelling or the claims.
4. CMI does not warrant the stability, shelf life or efficacy of the formulation or composition prescribed by or on behalf of the Client.

7.Supplied Materials

1. The Client delivers Supplied Materials on time, in sound condition and accompanied by the relevant documentation, including batch/lot numbers, best-before dates and relevant certificates (of analysis).
2. CMI's incoming inspection is limited to the externally visible condition and quantities. CMI is not obliged to perform any (laboratory) testing of the quality, composition or suitability of Supplied Materials; these remain entirely at the Client's risk.
3. CMI exercises reasonable care with respect to Supplied Materials, but is not liable for damage to or loss of them, except in the event of intent or gross negligence on the part of CMI.
4. Throughout the entire period in which they are present at a location of CMI, including the premises at Edisonstraat 24 in Oldenzaal, Supplied Materials and the products manufactured from them are held for the account and risk of the Client and are not covered by any insurance of CMI. This period includes storage before, during and after processing, up to the moment the goods have left the location.
5. The Client is obliged to insure and keep insured the goods referred to in the previous paragraph at its own expense against at least fire, explosion, water, storm and theft damage, for their full replacement value. The Client shall produce evidence of this insurance at CMI's first request. The Client and its insurer waive any right of recourse against CMI for damage that is or could have been covered by this insurance.
6. The Client acknowledges that loss of materials and products occurs during production and packaging. CMI takes customary measures to limit loss to within a margin of 10%, but can never be held liable for loss within that margin. Where necessary, the Client supplies an appropriate surplus.
7. Remnants of Supplied Materials are stored free of charge for a maximum of three months after completion of the Agreement. Thereafter CMI is entitled to charge storage costs or, after written notice, to return or destroy the remnants at the Client's expense.

8.Production, tolerances and retained samples

1. The quantity actually produced and delivered may deviate from the quantity ordered. A deviation of up to 10% above or below the ordered quantity constitutes proper performance of the Agreement. Invoicing is based on the quantity actually delivered.
2. CMI fills prepackages in accordance with the statutory average content system laid down in Directive 76/211/EEC and its Dutch implementation. Under that system, the average content of a batch is at least equal to the stated nominal quantity, only a limited proportion of the prepackages may show a negative deviation exceeding the tolerable negative error, and no prepackage may deviate downwards by more than twice that error. The tolerable negative error is not a single fixed percentage but depends on the nominal quantity and follows from the aforementioned legislation. Deviations that remain within this system constitute proper performance of the Agreement.
3. In encapsulation, variation occurs in the weight of the fill per capsule. This paragraph relates solely to that variation per dosage unit; the fill quantity of the prepackage in which the capsules or the powder are delivered is governed by paragraph 2. Unless recorded otherwise in writing in the Specifications, CMI applies the system for uniformity of mass of single-dose preparations as described in the European Pharmacopoeia (2.9.5), with the following permitted deviation from the average mass:

   Dosage unit	Average mass	Permitted deviation
   Capsules, and powder filled in a single dose	less than 300 mg	10%
   	300 mg or more	7.5%

   When twenty randomly selected units are weighed, no more than two units may deviate from the average mass by more than the stated percentage, and no unit may deviate by more than twice that percentage. CMI takes customary measures to limit variation, but cannot be held liable for variation within these limits.
4. Powder filled as bulk into jars or other prepackages is not a single-dose preparation. Its fill quantity is governed solely by the statutory average content system described in paragraph 2, and not by the deviation per dosage unit referred to in paragraph 3.
5. For the contents of vitamins, minerals and other nutrients, the tolerances set out in the applicable European guidance on tolerances for labelled nutrient values apply, which apply throughout the shelf life. On the basis of its own stability data, the Client determines and is responsible for the overage required in the formulation to achieve the declared content throughout the shelf life.
6. At least one retained sample of every processed order is kept for twelve months.

9.Delivery and transport

1. Delivery takes place ex works (Ex Works, Oldenzaal, Incoterms 2020), unless otherwise agreed in writing. Risk passes to the Client at the moment the products leave CMI's premises or are ready for collection.
2. At the Client's request and for its account and risk, CMI can arrange transport. Damage during transport, loading, unloading or temporary storage by the carrier is at the Client's risk.
3. Stated delivery times are indicative and never constitute a firm deadline. Exceeding a delivery time does not entitle the Client to compensation, dissolution or suspension of its (payment) obligations.
4. CMI is entitled to deliver in instalments and to invoice each instalment separately.

10.Collection and storage

1. The Client takes delivery of the products within fourteen days after CMI has notified the Client that they are ready.
2. In the event of late collection, CMI is entitled to charge reasonable storage costs. From that moment the products are stored at the Client's expense and risk, and CMI is entitled to invoice the order as if delivered.

11.Prices and price changes

1. All prices are exclusive of VAT and exclusive of transport, insurance and other costs, unless stated otherwise in writing.
2. CMI is entitled to increase prices if cost-determining factors, including raw materials, packaging, energy, transport or wages, rise after the Agreement is concluded. CMI notifies the Client of a price increase in good time.

12.Payment and security

1. Invoices must be paid within fourteen days of the invoice date, without discount, suspension or set-off, into the bank account stated by CMI on the invoice, unless otherwise agreed in writing.
2. CMI is at all times entitled to require full or partial advance payment or other security for performance before (further) performing.
3. If the payment term is exceeded, the Client is in default without notice of default being required, and owes the statutory commercial interest on the outstanding amount as well as all judicial and extrajudicial collection costs.
4. The invoiced amount is immediately due and payable if the Client is declared bankrupt, applies for suspension of payments, if its assets are seized, or in the event of liquidation or dissolution of its business.
5. In the event of late payment, CMI is entitled to suspend further deliveries and work or to dissolve the Agreement without judicial intervention, without prejudice to its other rights. All resulting damage is for the Client's account.

13.Retention of title

1. All products delivered by CMI remain the property of CMI until the Client has paid in full all of CMI's claims under the Agreement and related agreements, including interest and costs.
2. As long as title has not passed, the Client is not entitled to pledge the products or transfer them as security. Resale in the normal course of business is permitted; in that case the Client assigns its claims on its buyers to CMI at CMI's first request.
3. CMI is entitled to repossess products delivered under retention of title if the Client fails to perform. The Client grants CMI access to the locations where the products are situated.
4. Supplied Materials remain the property of the Client.

14.Right of retention

If the Client fails to perform any obligation towards CMI, CMI is entitled to suspend the release of all of the Client's goods in its possession, including Supplied Materials and finished product, until the Client has performed in full. This right of retention also applies to claims under previous agreements.

15.Cancellation

1. Cancellation of an order is only accepted if the Client compensates all costs connected with the work already performed, including preparatory work and raw materials and packaging already purchased or ordered.
2. Orders for non-standard or custom-made or custom-printed products cannot be cancelled.

16.Complaints and inspection

1. The Client inspects the products carefully upon receipt. Receipt is deemed to take place at the moment the products leave CMI's premises or are ready for collection.
2. Complaints about visible defects, quantities or damage must be reported to CMI in writing immediately upon delivery, and at the latest within 48 hours.
3. Complaints about defects that could not reasonably have been discovered during a careful inspection upon receipt must be reported in writing within five working days of discovery, and at the latest within three months of receipt.
4. After (partial) processing, treatment, onward delivery or sale of the products, the delivery is deemed to have been unconditionally accepted.
5. A complaint does not suspend the Client's payment obligation. Returns are only permitted with CMI's prior written consent.

17.Liability

1. In the event of an attributable failure by CMI, the Client's rights are limited to repair or replacement by CMI, insofar as repair or replacement is reasonably possible.
2. If and insofar as CMI is nevertheless liable, that liability is limited per event or connected series of events to a maximum of the invoice value of the order, or of the part of the order to which the liability relates.
3. CMI is never liable for indirect or consequential damage, including business interruption, loss of profit, lost savings, reputational damage, damage suffered by the Client's customers and the costs of recalls.
4. CMI is not liable for errors or shortcomings of auxiliary persons and suppliers engaged by it.
5. The Client inspects the products produced or packaged by CMI upon arrival, in part to prevent possible recalls or claims. The Client remains at all times responsible for the end product and its marketing.
6. The limitations in this article do not apply insofar as the damage results from intent or deliberate recklessness on the part of CMI's management.

18.Recalls

1. The parties inform each other without delay of any (impending) recall concerning the product and provide each other with the cooperation reasonably required.
2. The costs of a recall, including the costs of retrieving, storing and destroying products, are for the Client's account, unless the recall is demonstrably the exclusive result of intent or gross negligence on the part of CMI.

19.Force majeure

1. Force majeure on the part of CMI exists if, after concluding the Agreement, CMI is prevented from fulfilling its obligations as a result of circumstances beyond its control, including fire, water damage, lightning, flooding, epidemics and pandemics, government measures, machine defects, failures in the supply of energy, staff absence, transport obstructions and shortcomings of suppliers from whom CMI obtains materials in whole or in part.
2. During force majeure, CMI's obligations are suspended. If the force majeure lasts longer than three months, both parties are entitled to dissolve the Agreement for the part not performed, without any obligation to pay compensation arising. Work already performed and costs already incurred will be compensated.

20.Confidentiality and intellectual property

1. The parties keep confidential all confidential information obtained from each other in the context of the Agreement, including formulations, prices, working methods and customer data, and use it exclusively for the performance of the Agreement.
2. All intellectual property rights in formulations, brands, labels and artwork supplied by the Client remain vested in the Client. The Client warrants that these do not infringe any third-party rights and indemnifies CMI against claims in that respect.
3. All intellectual property rights in formulations, working methods, processes and know-how developed by CMI remain vested in CMI, unless otherwise agreed in writing.

21.Lapse of claims

Any claim of the Client against CMI lapses if it has not been brought before the competent court within six months of receipt of the products.

22.Purchasing by CMI

1. This article applies where CMI purchases goods, including under a purchase order issued by CMI. The other articles of these terms apply in that case insofar as their nature permits; the applicability of any sales or delivery conditions of the supplier is expressly rejected.
2. The supplier delivers in accordance with the purchase order and the agreed specifications. Deliveries of raw materials are accompanied by batch/lot numbers, best-before dates and the relevant certificates (of analysis); the PO number is stated on all documents.
3. CMI is entitled to inspect delivered goods. Goods that do not conform to the purchase order or the specifications may be rejected by CMI and returned or held at the supplier's disposal, at the supplier's expense and risk, without prejudice to CMI's other rights. Payment or use does not constitute acceptance.
4. The supplier reports any deviation in quantity, quality or delivery date to CMI before shipping.

23.Final provisions

1. If any provision of these terms is or becomes void or is annulled, the remaining provisions remain in full force. In that case the parties will replace the provision concerned with a valid provision that approximates its purport as closely as possible.
2. The Client may not transfer rights or obligations under the Agreement to a third party without CMI's prior written consent.
3. CMI is entitled to amend these terms. The amended terms apply to agreements concluded thereafter.
4. All agreements concluded by CMI, and all agreements resulting from them, are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
5. Disputes will be submitted exclusively to the competent court of the Overijssel District Court, Almelo location, the Netherlands.