Terms of Sales

Nutrimuscle BToB General Sales Conditions

ARTICLE 1. SCOPE OF APPLICATION

1.1. These General Terms and Conditions of Sale (" GTC ") apply to all sales of products (" Products ") by the company Nutrimuscle Europe, a simplified joint stock company (SAS) with capital of 13,256.22 euros, whose registered office is located at 38 Rue de Berri - 75008 Paris - France, registered in the Paris Trade and Companies Register under number 845 402 494, (hereinafter referred to as " Nutrimuscle "), to its Customers, individuals or legal entities who act exclusively for professional purposes, and as defined in Article 2 (hereinafter " Customer(s) "), placing an order for one or more Product(s) offered by Nutrimuscle on its website (hereinafter " Site ") at the sale price in effect on the day the order is placed (hereinafter the " Price List ").

1.2. These General Terms and Conditions are applicable to all sales of Products between Nutrimuscle and Customers and constitute, in accordance with Article L 441-1, III of the French Commercial Code, the basis of commercial negotiations between Nutrimuscle and each Customer. As a reminder, Nutrimuscle's general terms and conditions of sale are made up of these terms and conditions of sale in Appendix 1, the Price List, the payment terms, and any price reductions set by Nutrimuscle to market the Products.

1.3. The fact that a Customer places an order for one or more Product(s) implies their full and unreserved acceptance of these General Terms and Conditions, which alone will govern sales, to the exclusion of any other document, in particular emanating from the Customer, such as their general terms and conditions of purchase. Any other specific conditions of sale may only bind Nutrimuscle if they have been the subject of a written and express agreement signed by both parties prior to the order. The Customer acknowledges having read these General Terms and Conditions and declares that they accept them without restriction or reservation.

1.4. Sales of Products by Nutrimuscle are concluded with Customers established in the territories listed in Appendix 1. Any request to purchase Products from a professional established outside these territories will be examined on a case-by-case basis to establish a quote, if necessary. The conditions of sale of Products by Resellers are applicable exclusively for resale to their own customers delivered and invoiced within the European Union and overseas countries and territories.

ARTICLE 2. DEFINITIONS

“ GTC ” means these General Conditions of Sale governing the relations between Nutrimuscle and any Customer;

“ Customer ” means only any natural or legal person acting in a professional capacity as a Reseller or User and having an Account;

“ Order(s) ” means the Customer’s firm order(s) for the acquisition of one or more Product(s) available on the Site;

“ Account ” means a Customer’s personal space accessible with a specific username and password personal to each Customer, allowing in particular the placing of Orders;

“ Personal Data ” means any information relating to an identified or identifiable natural person, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more specific elements specific to their physical, physiological, genetic, psychological, economic, cultural or social identity;

“ Product(s) ” means the organic food and sports nutrition product(s) and more generally, the products offered for sale by Nutrimuscle;

“ Reseller(s) ”: means only (i) stores specializing in the sale of food supplements and/or sporting goods, (ii) sports or fitness centers, which purchase the Products to resell them to their own customers and (iii) pharmacies which purchase the Products to resell them to their own customers;

“ Site ” means the Nutrimuscle online store accessible from any terminal connected to the internet (including mobile and tablet) at the address https://www.nutrimuscle.com/ from which Customers can place an Order via their Account;

“ Price ”: means the applicable sales price scale indicated on the Nutrimuscle Site on the day the Order is placed;

“ User(s) ”: means professional or amateur sports clubs that purchase the Products for the exclusive use of members of their teams.

ARTICLE 2. NUTRIMUSCLE PRODUCTS

2.1. The Products are presented by Nutrimuscle on the Site with all the technical information and essential characteristics of the Product(s). The characteristics of the Products may be modified at any time by Nutrimuscle, in particular with regard to the composition of a Product or its packaging. Any substantial modification of the characteristics of a Product will be indicated on the Product sheet of the Site for a period of three (3) months.

2.2. The Products comply with current French and European regulations regarding food supplements.

ARTICLE 3. PLACING ORDERS

3.1 Creation of an Account

3.1.1. Account creation terms: To place an Order, the Customer must create an Account by clicking on "create an account" when placing an Order. To create an Account, the Customer must provide the information requested when creating the Account, as well as provide a username and password. When creating an Account, the Customer receives a confirmation email to the email address provided when creating the Account. The Customer undertakes to take all necessary precautions to ensure the confidentiality, security and correct use of his/her username and password, in order to prevent them from being disclosed or used by a third party. Any connection to an Account and/or transmission of data made through an Account will be deemed to have been made by the Customer and under his/her sole responsibility. In the event of fraudulent use of the password and/or username, the Customer undertakes to inform Nutrimuscle in writing as soon as possible.

3.1.2. Conditions for opening an Account for a Reseller: . Nutrimuscle reserves the right to refuse to open an Account to Resellers whose physical point of sale and/or website do not comply with the standards of its commercial policy and/or do not allow it to preserve and enhance its brand image. From the communication by the Reseller of the completeness of the information that Nutrimuscle could request for the opening of a "Reseller" account and in particular where applicable if the Reseller wishes to market the Products on its website, the Reseller must send Nutrimuscle the file for its website, provided for in article 9.4.1. Nutrimuscle will have a period of fifteen (15) days to authorize or refuse the opening of an Account, in writing. In the event of refusal to open an Account, Nutrimuscle will indicate in writing to the Reseller the reasons for which the refusal decision was taken and the qualitative criteria that are not respected. It is specified for all useful purposes that the silence of Nutrimuscle will not be considered as agreement to open an Account.

The Customer ensures that the email address remains valid during the execution of the Order and as long as the Account remains active. No Customer may create or hold more than one Account.

3.2 Order Taking: Orders are made exclusively through the Customer's Account on the Site. The Customer has the possibility to check the details of his order and its total price and to correct any errors in choice or writing before definitively validating his Order. The confirmation of the Order by the Customer will result in the choice of the payment method and the payment, if applicable. The Customer will receive from Nutrimuscle by email an acknowledgement of receipt of the Order summarizing the essential elements, as well as confirmation of payment of the Order (if applicable). In the absence of acknowledgement of receipt of the Order sent by Nutrimuscle, the Order will be presumed to have been rejected. Orders are final when they have been confirmed by the acknowledgement of receipt of the order sent by Nutrimuscle, consequently no cancellation of the order is then possible.

ARTICLE 4. DELIVERY OF PRODUCTS

4.1 Delivery costs : Delivery costs are the responsibility of the Customer and are those indicated in Appendix 1 of these General Terms and Conditions. The Products are shipped from Monday to Friday inclusive. No packages are shipped on weekends and public holidays in Belgium and France.

4.2 Delivery time : The delivery time (see Appendix 1 ) is indicative. Any delays do not give rise to compensation. Nutrimuscle undertakes to honor Orders received and accepted and to deliver the Products ordered within the limit of available stocks. In the event of a stock shortage, whatever the cause, Nutrimuscle undertakes to inform the Customer as soon as possible and to offer them either a new delivery time, a replacement Product or cancellation of the order (free of charge).

4.3. Delivery and transfer of risks: By express agreement, the risks are automatically transferred to the Customer upon delivery of the Products, which is understood to be delivery DAP establishment of the Customer Incoterm (ICC 2020). Consequently, when the transfer of risks has occurred, the Customer must ensure, at its own risk and expense, the conservation of the Products delivered and is liable for any damage caused by the Products (and to them).

ARTICLE 5. CONFORMITY AND HIDDEN DEFECTS

5.1 Delivery in accordance with the specifications : The Products sold to Customers correspond to the specifications presented by Nutrimuscle. Upon receipt of the Order, the Customer is required not to sign the delivery note before having checked the condition of the packaging, the quality and quantity of the Products delivered in relation to the Order. The Customer is required to record, upon receipt, any possible reservations on the carrier's delivery slip, under the conditions, deadlines and form provided for in Article L. 133-3 of the French Commercial Code. Any complaint regarding apparent defects or non-conformity of the Product delivered in relation to the information given when the Product was presented, as well as any damage related to transport, must be confirmed by the Customer to Nutrimuscle within 48 hours following receipt of the Product either by registered letter with acknowledgment of receipt to the following address: 38 rue de Berri, 75008, or by email to the following address: Contact@nutrimuscle.com . The Customer must provide all justification as to the reality of the non-conformities, damage or defects noted. In the absence of a complaint made within the aforementioned time limit and conditions, the Products delivered will be deemed to have been accepted by the Customer.

5.2. In the event of a lack of conformity, Nutrimuscle will only be required, at its discretion, to replace the Products recognized as defective by it or to reimburse the Products, to the exclusion of any compensation or damages and has given Nutrimuscle full latitude to ascertain for itself the alleged defects or faults. No return may be made without the prior written consent of Nutrimuscle.

In the event that the Customer returns the Product due to a proven lack of conformity confirmed by Nutrimuscle, the Customer will obtain a return authorization from Nutrimuscle, specifying the address and terms of return of the Products. In this context, the return costs will be covered by Nutrimuscle by means of a return slip or, failing that, by reimbursing the Customer for the actual amount of said costs (proof of shipping costs must be attached to the package; in the absence of proof, no reimbursement may be required by the Customer). Once the return authorization has been obtained, the Customer will reship the Products to Nutrimuscle at the address specified on the return authorization according to the terms indicated. Any Product reshipped without Nutrimuscle's agreement will be refused and returned to the sender at the latter's expense and risk. To be validly returned to Nutrimuscle and/or exchanged, the Products must not have been used and must be returned intact in their original packaging with any accessories, user manuals and other documentation.

5.3. Legal guarantee against hidden defects: Any claim relating to hidden defects must be notified to Nutrimuscle within twenty-four (24) months following the date on which the Customer discovers them or is informed of their existence by a third party and at the latest within twenty (20) years from the issue of the acknowledgement of receipt of the Order by Nutrimuscle. Nutrimuscle will only be held liable if this is acknowledged by itself or by a court and its guarantee will then be limited to the simple replacement or reimbursement of the Product, at Nutrimuscle's choice, to the exclusion of any compensation.

ARTICLE 6 – PRICE CONDITIONS

6.1. Sale price of the Products : The sale price of the Products will be that indicated on the Nutrimuscle Site, in effect on the day the Order is placed. The prices are indicated in euros and are firm and final, excluding taxes. All duties, taxes, freight, packaging and insurance related to the transport of the Products will be borne by Nutrimuscle to the place of delivery as defined in article 4.3. The VAT rate applied is that in effect in France. Nutrimuscle reserves the right to modify its prices at any time and without notice in order to take into account changes in the economic situation or its commercial policy, it being understood, however, that the price mentioned on the Site at the time of the Order will be the only one applicable to said Order.

6.2. Price reductions: No price reduction constitutes an acquired right for the Customer, notwithstanding any discounts or rebates previously granted and regardless of their number or importance. Only the price reductions expressly provided for in these General Terms and Conditions and, where applicable, those agreed in special conditions of sale formalized in an annual summary agreement signed between Nutrimuscle and the Customer will be applicable.

ARTICLE 7. TERMS OF PAYMENT AND INVOICING

7.1 Payment terms: The Customer acknowledges that any placing of an Order implies the obligation to pay Nutrimuscle. Payment for the Order is made exclusively in euros by bank transfer to the Nutrimuscle bank account whose bank details are as follows: "IBAN: FR76 1513 5090 1708 00292720 436

BIC: CEPAFRPP513”.

The Customer certifies that they have the necessary authorizations to make the payment they select. Nutrimuscle reserves the right to refuse to honor the Order of a Customer who has not fully or partially paid a previous Order or with whom a payment dispute is in progress.

7.2 Payment deadlines: When payment is not made in cash when placing an order on the Nutrimuscle Site, payment is made within a maximum period of thirty (30) days from the date of issue of the invoice. Nutrimuscle may request that the first Order be paid before shipment. No discount for early payment is granted unless expressly agreed in writing in advance between Nutrimuscle and the Customer.

7.3. Default or late payment: In the event of non-payment by the Customer on the date shown on the invoice, the Customer will be liable to Nutrimuscle, automatically and without prior notice, (i) for late payment interest equivalent to three (3) times the legal interest rate, equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points, in accordance with the provisions of Article L. 441-10, II of the French Commercial Code and (ii) a fixed compensation for recovery costs in the amount of forty (40) euros, in accordance with the provisions of Article D. 441-5 of the French Commercial Code and (iii) a fixed compensation in the amount of 5% of the amount excluding tax indicated on the invoice, without this penalty being less than one hundred (100) euros, without prejudice to Nutrimuscle's right to suspend all or part of current orders. and to take any other course of action. In the event of payment by instalments, non-payment of a single instalment automatically results in the entire debt becoming immediately payable.

7.4. Invoicing : An invoice is established for each Order and inserted in the package with the Product(s) ordered and sent in the Order confirmation email.

ARTICLE 8 – RETENTION OF TITLE

8.1. The Products sold remain the full and entire property of Nutrimuscle until full collection of all sums owed by the Customer under his Order (and where applicable any previous Order), including costs and taxes.

8.2. The Customer undertakes to allow at any time the identification and claiming of the Products delivered, it being agreed that the Products in stock, being fungible between them, are deemed to relate to the Products for which the invoices are unpaid. The Customer further undertakes not to pledge or assign as security the ownership of the Products.

ARTICLE 9 - CONDITIONS OF RESALE OF PRODUCTS BY RESELLERS

9.1. Independence: The Reseller purchases the Products from Nutrimuscle and resells them in its own name and on its own account, as an independent trader. Consequently, the Reseller is fully responsible for its actions, both towards Nutrimuscle and towards third parties, and purchases and resells the Products under its own responsibility.

9.2. Marketing and promotion of Products by Resellers : The Reseller is free to promote, advertise and market Nutrimuscle Products in its physical point of sale and/or on its own website, subject to strict compliance with the conditions of marketing and promotion of the Products applicable in physical points of sale and on the internet provided below.

In order to respect the Nutrimuscle brand image, the Reseller undertakes to faithfully reproduce and not modify or alter in any way:

the descriptions of the Products present on the Nutrimuscle website,

the nutritional and health claims mentioned on the Nutrimuscle website,

the graphic charter which will be sent by Nutrimuscle to the Reseller,

the Nutrimuscle logo.

The Reseller will not make any nutritional, health or performance claims in connection with the Products without the prior express approval of Nutrimuscle. The Reseller undertakes not to make false written or oral claims about the Products.

In the event of resale of the Products at a physical point of sale or online on its own website, the Reseller undertakes to:

to comply with local regulations in force,

to display the Nutrimuscle Trademark in a manner consistent with the Nutrimuscle brand image and the compliance notices relating to the Products where applicable,

to mention on its website or at its point of sale in a visible manner (i) that it acts as a Reseller of Nutrimuscle Products and (ii) that the Products are manufactured by Nutrimuscle, where applicable,

to offer a representative choice of Nutrimuscle Products.

9.3. Quality conditions of the Reseller's physical point of sale: In order to respect the brand image of Nutrimuscle and to guarantee the quality and nature of the Products, in addition to the conditions of articles 9.1 and 9.2, the Reseller undertakes to respect the following quality requirements:

(i) Exterior design: The Reseller must install and maintain exterior signage in its points of sale that complies with Nutrimuscle's recommendations and, in particular, must visibly affix to the exterior of its façade a notice (poster, sticker or sign) stating its status as official Reseller of Nutrimuscle Products.

(ii) Interior design: The Reseller will have a display area for the Products allowing correct display of Nutrimuscle Products, in an environment ensuring the conservation of the Products and their nutritional quality (temperature, lighting, etc.).

The Reseller will permanently maintain its facilities in a perfect state of cleanliness and healthiness, and will ensure that they are attractive and offer all the required conditions for the conservation of the Products and the safety of customers in its point of sale; to this end, it will ensure that it carries out without delay all necessary cleaning, maintenance and repair work.

9.4. Online resale of Nutrimuscle Products

9.4.1. Terms of use of online sales of Products by the Reseller: The online sale of Products is not prohibited, but any use of online sales by the Reseller must be notified to Nutrimuscle so that it can check the quality of the website and its compliance with the provisions of this article. To this end, the Reseller must communicate the technical and graphic characteristics of its website or the website project to Nutrimuscle upon request to open an Account and, where applicable, within thirty (30) days before the Nutrimuscle Products are put online, if the Reseller already has an Account. From the communication by the Reseller of its website, Nutrimuscle has a period of fifteen (15) days to approve or refuse the marketing of its Products on the Reseller's website. In the absence of a written response from Nutrimuscle within the aforementioned period, the Reseller's website will be presumed to be compliant and approved by Nutrimuscle.

In the event of refusal, Nutrimuscle will indicate in writing to the Reseller the reasons for which the refusal decision was taken and the qualitative criteria that are not respected. In this respect, the Reseller undertakes to provide Nutrimuscle with a file including, in particular, the model of its website and a precise description of its functionalities and terms of use and the documents enabling the ownership of the website by the Reseller to be certified.

In order to respect the Nutrimuscle brand image and to guarantee the quality and nature of the Products, the Reseller:

undertakes to comply throughout the duration of the Contract with the quality conditions for the sale of the Products on its website, mentioned in article 9.4.2 below;

undertakes to promote and sell the Products on its website, the configuration of which has been previously and expressly approved by Nurtrimuscle and prohibits itself from using any website other than the approved one;

prohibits itself from reselling the Products on online marketplaces, i.e. platforms which connect merchants and potential customers in order to enable the latter to make direct purchases.

9.4.2. Quality conditions of the Reseller's website: The Reseller expressly undertakes to comply with online sales conditions that are generally equivalent to those practiced for sales in a physical point, with the exception of the graphic charter provided by Nutrimuscle. The Reseller must comply with the graphic charter and quality standards imposed by Nutrimuscle, which are communicated to it upon request to open an Account.

The Reseller also undertakes:

to make its website available in the language of the country in which it resells the Products (within the European Union),

to ensure the regular operation and updating of its site and to carry out its maintenance without delay,

The Products must be accompanied by a description of their compositions, nutritional qualities and instructions for use, as indicated on each Product and communicated by Nutrimuscle. The page of the website on which the Products are offered must allow easy access to essential information and an objective and exhaustive orientation of the types of search (direct entry by the Nutrimuscle brand and by Product category).

The Reseller must be able to provide on its site complete technical information, in response to questions asked by the user on the characteristics and operating mode of the Products offered for sale on the Internet. The Reseller must provide the possibility for an Internet user to ask questions online and receive an individualized response, either instantly or by email sent within a guaranteed time limit (within a maximum of three (3) days), subject to the complexity of the question.

9.5. Monitoring compliance with the qualitative criteria for online sales and at physical points of sale: In order to monitor compliance with the qualitative criteria by the Reseller, Nutrimuscle may carry out follow-up checks, either by physical visits to the Reseller's point(s) of sale, or by virtual visits as an Internet user of the Reseller's website.

In the event of non-compliance with the quality criteria of the point of sale or the Reseller's website, Nutrimuscle will send the Reseller an e-mail in order to comply. If it fails to remedy the situation within seven (7) days of receipt of the e-mail, Nutrimuscle will send a formal notice with acknowledgement of receipt to remedy the situation within ten (10) days of receipt; if it fails to remedy the situation, Nutrimuscle may notify the automatic withdrawal of the marketing authorization for its Products by the Reseller and may refuse to accept new Orders from the Reseller and close its Account.

9.6. Intellectual property rights and personal data: The Reseller must obtain the prior written consent of Nutrimuscle before integrating any reference, hyperlink or logo or any other distinctive sign and intellectual property rights belonging to Nutrimuscle. The Reseller is prohibited from using a domain name that would refer to the Nutrimuscle brand and the intellectual property rights belonging to Nutrimuscle. The Reseller is solely responsible for the marketing of Nutrimuscle Products in its physical point of sale or on its website, as such it undertakes to guarantee Nutrimuscle harmless against any action and claim brought by one of its customers or by a third party. The Reseller undertakes to comply with the regulations relating to the protection of personal data (GDPR) and to guarantee a high level of security for its website.

ARTICLE 10. LIABILITY

10.1 Liability of Nutrimuscle : Nutrimuscle may not be held liable under any circumstances:

for any delay or non-performance of any of its obligations described in these T&Cs, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the case law of French courts and tribunals.

in the event of non-performance or poor performance of contractual obligations attributable to the Customer, in particular when entering their Order.

Nutrimuscle shall not be held liable in any way for any adverse consequences caused to or by the Products due to use of the Products contrary to Nutrimuscle's specifications, usual practices or good practices, as well as for any accident or any adverse claim resulting from negligence in connection with the transport, storage or sale of the Products. Nutrimuscle shall not be held liable for any damage suffered by a Customer resulting from:

improper storage or conservation conditions or negligent use or use contrary to Nutrimuscle's instructions,

failure to follow the instructions for use,

from exposure to light or heat,

of a modification by the Customer or a third party without the express consent of Nutrimuscle.

It is also specified that Nutrimuscle does not control the websites that are directly or indirectly linked to the Site. Consequently, it excludes any liability for the information published there. Links to third-party websites are provided for information purposes only and no guarantee is provided as to their content or the products or services they offer.

Nutrimuscle is responsible for the Site but declines all responsibility for:

any stock shortages that may occur during an Order;

damages of any nature, both material and immaterial, which could result from improper use of the identifier or the method of placing an Order;

a risk inherent in the use of the Internet network such as loss of data, intrusion, viruses, service interruption or any other similar risk;

any damage caused to Customers and users of the Site due to their own fault.

Nutrimuscle reserves the right to stop the online marketing of certain Products, without compensation and without notice.

10.2. Limitation of liability: Nutrimuscle's liability is expressly excluded in the event of future, consequential, indirect or immaterial damage suffered by the Customer or a third party, such as loss of margin, loss of turnover, loss of market, or damage to brand image. Nutrimuscle's liability for direct damage is expressly limited, which the Customer acknowledges, to an amount not exceeding the total purchase price paid by the Customer for the Products in question.

10.3. Force majeure

10.3.1. Definition of force majeure : Each party may not be held liable for the non-performance or delay in the performance of any of its obligations, as described herein, when such non-performance results from a case of force majeure within the meaning of Article 1218 of the Civil Code. The following are contractually considered by both parties to be cases of force majeure: a decision by an administrative authority not originating from a failure or breach of duty by said party, a riot, fire, manufacturing accident, act of war, terrorist act, natural disaster, flood, storm, temporary shortage of stock or difficulties in supplying raw materials or energy affecting the manufacture of the Products, disruptions in transport or telecommunications or a strike affecting the production process of Nutrimuscle Products or in the logistics sector.

10.3.2. Consequences of Force Majeure Events : The non-affected party may suspend compliance with or performance of its own obligations for as long as the force majeure event continues, to the extent that such suspension is proportionate. The party affected by the force majeure event shall use its best efforts to honor its obligations. In the event that the force majeure event continues for more than ten (10) consecutive days from the first day of the force majeure event, the party deprived of said benefit or right shall be entitled to declare the relevant sales contract terminated automatically by giving ninety (90) days' notice, in which case neither party shall be entitled to any compensation of any kind. However, in the event that the notified force majeure event ends during the ninety (90) day notice period so that the contract could continue to be performed normally, such notice of termination motivated by a force majeure event would automatically lapse and the contract would become enforceable again, provided that a notice of end of the force majeure event is sent to the other party during the notice period.

10.4. Unforeseeable events : The parties agree to waive the benefit of Article 1195 of the French Civil Code relating to unforeseeable events.

10.5. Limitation: All actions to which the placing and execution of the Order may give rise are prescribed within one (1) year from the day on which the right in question arises. The limitation period may be interrupted by sending a registered letter with acknowledgement of receipt to the debtor party referring to the obligation to be executed and expressly notifying that the letter interrupts the limitation period affecting this debt.

10.6. Customer Liability

The Customer is responsible for choosing the Products he wishes to order, for placing the Order and for paying for it. The Customer is responsible for:

compliance with its legal and regulatory obligations;

of the use of its website;

obtaining and maintaining all equipment necessary to access its website;

the compatibility of their equipment with the Site.

The Customer will guarantee and indemnify Nutrimuscle (as well as its affiliated entities, their directors, administrators, employees and agents) from any claim or demand, including attorneys' fees, or from a third party, due to the violation of the T&Cs, the misuse of its website or the violation of any law or the rights of a third party by the Customer.

ARTICLE 11. COMPLAINTS – CUSTOMER SERVICE

Nutrimuscle provides the Customer with a Customer telephone service at the following number:

01 89 71 01 22 (available Monday to Friday from 9 a.m. to 6 p.m.).

Any written complaint from the Customer must be sent by post to the following address: NUTRIMUSCLE EUROPE, 15 rue Poissonière, 75002, Cedex France or by email to the following address: contact@nutrimuscle.com .

ARTICLE 12. PERSONAL DATA

The Customer declares and guarantees that all personal data transmitted to Nutrimuscle under these General Terms and Conditions are collected, processed and transferred in accordance with the legal and regulatory provisions in force in the territory in which it is located. Nutrimuscle is authorized by the Customer to transfer this personal data to any company in its group.

Nutrimuscle implements personal data processing, for which it is responsible. As part of its contractual relationship with the Customer, Nutrimuscle undertakes to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (" GDPR "), as well as Law No. 78-17 of 6 January 1978 in its latest version in force. The terms beginning with a capital letter in this article have the meaning attributed to them by the regulations applicable to the protection of Personal Data. The Customer will only provide directly or indirectly the Personal Data considered necessary for the execution of the Contract, namely the following data: Name of the Customer and first and last name of his legal representative, telephone contact details and email address, VAT and Siret number of the company, as well as information relating to orders placed by the Customer, namely the order history, the delivery point, billing point and the type of Products ordered. The Processing of the Customer's Personal Data is for the purpose of executing the Contract. The Recipient of the Personal Data is the staff of Nutrimuscle, as well as, where applicable, those of its affiliated companies. These Recipients are subject to strict confidentiality and security obligations and will have access to the Personal Data within the limits of the Processing Purposes.

In the event that the personal data of the Distributor's employees is accessible from countries that do not offer an adequate level of protection, Nutrimuscle will adopt the appropriate guarantees in order to carry out said international transfers in accordance with the applicable legislation. Nutrimuscle retains the Customer's Personal Data for as long as necessary for the performance of the Contract, unless a longer retention period is authorized or imposed by a regulatory legal provision and/or if the Customer has exercised one of the rights granted to him by the applicable regulations on the protection of Personal Data.

The Customer has the right to access, modify, oppose, be forgotten and delete as well as the right to limit the processing of data concerning him. He can exercise them by sending an e-mail to Nutrimuscle at the following e-mail address: dpo@nutrimuscle.fr . The Customer (and the persons concerned) also have the right to lodge a complaint with the National Commission for Information Technology and Civil Liberties (CNIL), in particular on its website www.cnil.fr

ARTICLE 13. INTELLECTUAL PROPERTY

13.1. General: The Customer acknowledges that Nutrimuscle is the exclusive owner of the Nutrimuscle Trademarks. The Customer undertakes not to challenge the validity or ownership of the Nutrimuscle Trademarks (or Nutrimuscle trade names) in any way whatsoever. Nutrimuscle gives no guarantee, either specific or general, as to the peaceful use of the Trademarks. No provision of these T&Cs may be interpreted as transferring to the Reseller any intellectual property relating to any element, document or data relating to the Products and held by Nutrimuscle, whether or not said element, document or data is protected by an intellectual property right.

13.1. Provisions applicable to Resellers: Nutrimuscle will grant the Reseller the limited, non-exclusive, free and temporary right to use the Trademarks for the sole purpose of marketing the Products hereunder. The Reseller will mention on its advertising materials and in its commercial documentation that it is acting as a Nutrimuscle retailer. The Reseller undertakes to notify Nutrimuscle without delay of any violation of any intellectual property right relating to any Product or any Nutrimuscle Trademark of which it may become aware. In the event of counterfeiting or infringement of any Product and/or any Nutrimuscle Trademark, the Reseller undertakes to fully assist Nutrimuscle in any amicable or legal action.

13.2. Nutrimuscle website: The Site is an original work protected by intellectual property rights and is the exclusive property of Nutrimuscle. No use of the name or trademarks belonging to Nutrimuscle may take place without its prior written consent. Any reproduction or representation, in whole or in part, of the Site, or of one of its elements, in particular the photos or names reproduced therein, on any medium whatsoever, for other purposes, and in particular commercial purposes, is expressly prohibited.

ARTICLE 14 – APPLICABLE LAW AND JURISDICTION

14.1 Applicable law : These general conditions, as well as more generally the relations between the Client and Nutrimuscle, are governed exclusively by French law.

14.2 Attribution of jurisdiction : Any dispute relating to Orders concluded under these General Terms and Conditions (in particular the formation, execution or termination) or the relationship between Nutrimuscle and the Customer, will be subject to the exclusive jurisdiction of the commercial court of Paris (France). This clause applies even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims, and regardless of the place and terms of payment. As an exception to the above, Nutrimuscle may refer the matter to the court of the Customer's main place of business.

Updated: April 2024

APPENDIX 1 – DELIVERY COSTS FOR NUTRIMUSCLE PRODUCTS

Shipping costs for mainland France, Corsica and the Principality of Monaco:

Standard and tracked delivery with Chronopost Express to the address indicated by the Customer within one (1) to three (3) working days. For certain coastal islands and Corsica, the delivery time may be extended by one day.

Delivery to the Customer's point of sale is free for purchases over 300 euros excluding VAT.

Shipping costs for Belgium, Luxembourg, the Netherlands and Germany:

Standard delivery by Bpost to the Customer's point of sale is carried out within two (2) to three (3) working days and is free for orders over 300 euros.

Express delivery to the Customer's point of sale by Bpost is carried out within twenty-four (24) hours and on the same day if the Orders are placed by the Customer before noon (12 noon), except on public holidays in Belgium and without any commitment to shipping time on the part of Nutrimuscle.