Terms of Sales

Nutrimuscle B2B General Terms and Conditions of Sale

ARTICLE 1. SCOPE OF APPLICATION

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

1.2. These GTC are applicable to any sale of Product between Nutrimuscle and Clients and constitute, in accordance with Article L 441-1, III of the French Commercial Code, the basis of the commercial negotiation between Nutrimuscle and each Client. For the record, Nutrimuscle's general terms and conditions of sale consist of these terms of sale in Appendix 1, the Price List, payment terms, and any price reductions set by Nutrimuscle for marketing the Products.

1.3. The act of a Client placing an order for one or more Product(s) implies full and unreserved adherence to these GTC, which shall exclusively govern sales, to the exclusion of any other document, particularly those emanating from the Client, such as its general terms and conditions of purchase. Any other specific conditions of sale shall only bind Nutrimuscle if they have been the subject of a prior written and express agreement signed by both parties before the order. The Client acknowledges having read these GTC and declares to accept them without restriction or reservation.

1.4. Sales of Products by Nutrimuscle are concluded with Clients 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 possibly establish a quote. The conditions for the 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 Terms and Conditions of Sale governing the relationship between Nutrimuscle and any Client;

"Client" means exclusively any natural or legal person acting professionally as a Reseller or User and having an Account;

"Order(s)" means the firm order(s) of the Client for the acquisition of one or more Product(s) available on the Website;

"Account" means a Client's personal space accessible with a specific and personal username and password for each Client, allowing in particular the placement 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 organic food and sports nutrition product(s) and, more generally, products offered for sale by Nutrimuscle;

"Reseller(s)": means exclusively (i) stores specializing in the marketing of food supplements and/or sports articles, (ii) sports or fitness centers, which purchase the Products for resale to their own customers, and (iii) pharmacies which purchase the Products for resale to their own customers;

"Website" means the Nutrimuscle online store accessible from any internet-connected device (including mobile and tablet) at https://www.nutrimuscle.com/ from which Clients can place an Order via their Account;

"Price List": means the applicable sales price scale indicated on the Nutrimuscle Website on the day the Order is placed;

"User(s)": means professional or amateur sports clubs that purchase the Products exclusively for use by their team members.

ARTICLE 2. NUTRIMUSCLE PRODUCTS

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

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

ARTICLE 3. PLACING ORDERS

3.1 Account Creation

3.1.1. Account Creation Procedure: To place an Order, the Client must create an Account by clicking on "create an account" when placing an Order. To create an Account, the Client must provide the information requested during account creation, as well as a specific and personal username and password. When creating an Account, the Client receives a confirmation email at the email address provided during account creation. The Client undertakes to take all necessary precautions to ensure the confidentiality, security, and correct use of their username and password, to prevent them from being disclosed or used by a third party. Any connection to an Account and/or data transmission made through an Account will be deemed to have been made by the Client and under their sole responsibility. In the event of fraudulent use of the password and/or username, the Client 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 for Resellers whose physical point of sale and/or website would not comply with the standards of its commercial policy and/or would not allow the preservation and enhancement of its brand image. Upon communication by the Reseller of the completeness of the information that Nutrimuscle may request for the opening of a "Reseller" account and, where applicable, if the Reseller wishes to market the Products on its website, the Reseller must send Nutrimuscle the file of its website, provided for in Article 9.4.1. Nutrimuscle will have 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 the refusal decision and the qualitative criteria that are not met. It is specified for all intents and purposes that Nutrimuscle's silence will not constitute agreement to open an Account.

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

3.2 Order Placement: Orders are placed exclusively via the Client's Account on the Website. The Client has the possibility to check the details of their order and its total price and to correct any errors of choice or wording before definitively validating their Order. Confirmation of the Order by the Client will imply the choice of payment method and payment, if applicable. The Client will receive from Nutrimuscle by email an acknowledgment of receipt of the Order summarizing the essential elements, as well as confirmation of payment of the Order (if applicable). In the absence of an acknowledgment of receipt of the Order sent by Nutrimuscle, the Order will be presumed to have been rejected. Orders are final once they have been confirmed by Nutrimuscle's acknowledgment of receipt, consequently, no order cancellation is then possible.

ARTICLE 4. DELIVERY OF PRODUCTS

4.1 Delivery costs: Delivery costs are borne by the Client and are those indicated in Appendix 1 of these GTC. 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 fulfill received and accepted Orders and to deliver ordered Products within the limits of available stock. In the event of stockout, whatever the cause, Nutrimuscle undertakes to inform the Client as soon as possible and to offer either a new delivery time, a replacement Product, or the cancellation of the order (free of charge).

4.3. Delivery and transfer of risks: By express agreement, risks are transferred automatically to the Client upon delivery of the Products, which means a DAP delivery to the Client's establishment (Incoterm CCI 2020). Consequently, once the transfer of risks has occurred, the Client must ensure, at their own risk and expense, the conservation of the delivered Products and is responsible for damages caused by the Products (and to them).

ARTICLE 5. CONFORMITY AND HIDDEN DEFECTS

5.1 Conforming delivery: The Products sold to Clients correspond to the specifications presented by Nutrimuscle. Upon receipt of their Order, the Client is required not to sign the delivery note before having checked the condition of the packaging, the quality, and the quantity of the Products delivered in relation to the Order. The Client 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 Commercial Code. Any claim regarding apparent defects or the non-conformity of the delivered Product with the information provided during the Product presentation, as well as any damage related to transport, must be confirmed by the Client to Nutrimuscle within 48 hours of 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 Client must provide all justification regarding the reality of the non-conformities, damages, or defects found. In the absence of a claim made within the aforementioned period and conditions, the delivered Products will be deemed accepted by the Client.

5.2. In the event of a lack of conformity, Nutrimuscle shall only be obliged, at its option, to replace the Products recognized by it as defective or to reimburse the Products, to the exclusion of any compensation or damages, and after having left Nutrimuscle full discretion to ascertain the alleged defects or flaws itself. No return may be made without Nutrimuscle's prior written consent.

In the event that the Client returns the Product for a proven defect in conformity confirmed by Nutrimuscle, the Client will obtain a return authorization from Nutrimuscle, specifying the address and terms of return for the Products. In this context, return costs will be borne by Nutrimuscle by means of a return voucher or, failing that, by reimbursing the Client for the actual amount of said costs (proof of postage costs must be attached to the package; otherwise, no reimbursement can be claimed by the Client). Once the return authorization has been obtained, the Client reships the Products to Nutrimuscle at the address specified on the return authorization according to the indicated terms. Any Product reshipped without Nutrimuscle's agreement will be refused and returned to the sender at the sender'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 their possible 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 Client 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 acknowledgment of receipt of the Order by Nutrimuscle. Nutrimuscle will only be held liable if this is recognized 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 – PRICING CONDITIONS

6.1. Selling price of Products: The selling price of the Products will be that indicated on the Nutrimuscle Website, in force on the day the Order is placed. 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 up to the delivery location as defined in Article 4.3. The VAT rate applied is that in force in France. Nutrimuscle reserves the right to modify its prices at any time and without prior notice to take into account changes in the economic situation or its commercial policy, it being understood, however, that the price mentioned on the Website 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 Client, notwithstanding previously granted discounts or rebates, regardless of their number or importance. Only the price reductions expressly provided for by these GTC and, where applicable, those agreed upon in specific sales conditions formalized in an annual summary agreement signed between Nutrimuscle and the Client will be applicable.

ARTICLE 7. PAYMENT AND INVOICING CONDITIONS

7.1 Payment Methods: The Client acknowledges that any order placement implies the obligation to pay Nutrimuscle. Payment for the Order is made exclusively in euros by bank transfer to Nutrimuscle's bank account, whose bank details are as follows: "IBAN: FR76 1513 5090 1708 00292720 436

BIC: CEPAFRPP513".

The Client certifies having the necessary authorizations to make the selected payment. Nutrimuscle reserves the right to refuse to fulfill the Order of a Client who has not fully or partially paid a previous Order or with whom a payment dispute is ongoing.

7.2 Payment terms: When payment is not made in cash when placing an order on the Nutrimuscle Website, payment is due within a maximum of thirty (30) days from the invoice date. Nutrimuscle may require the first Order to be paid before shipment. No discount for early payment is granted unless there is a prior, express, and written agreement between Nutrimuscle and the Client.

7.3. Default or late payment: In the event of non-payment by the Client on the date appearing on the invoice, the Client shall owe Nutrimuscle, automatically and without prior notice, (i) 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 plus 10 percentage points, in accordance with the provisions of Article L. 441-10, II of the Commercial Code and (ii) a fixed compensation for recovery costs, the amount of which is equal to forty (40) euros, in accordance with the provisions of Article D. 441-5 of the Commercial Code and (iii) a fixed compensation of an amount equal to 5% of the ex-tax amount 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 ongoing orders and to take any other course of action. In the event of staggered payments, non-payment of a single installment automatically entails the immediate enforceability of the entire debt.

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 payment of all sums due by the Client within the framework of their Order (and, if applicable, any previous Order), including costs and taxes.

8.2. The Client undertakes to allow at any time the identification and claim of the delivered Products, it being agreed that the Products in stock, being fungible among themselves, are deemed to relate to Products for which invoices are unpaid. The Client also undertakes not to pledge or assign as collateral the ownership of the Products.

ARTICLE 9 - CONDITIONS FOR 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. Therefore, the Reseller is entirely 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 for marketing and promotion of Products applicable in physical points of sale and online, as provided below.

To respect Nutrimuscle's brand image, the Reseller undertakes to accurately reproduce and not modify or alter in any way:

the descriptions of the Products present on Nutrimuscle's website,

the nutritional and health claims mentioned on Nutrimuscle's website,

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

the Nutrimuscle logo.

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

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

comply with local regulations in force,

display the Nutrimuscle Trademark in a manner consistent with Nutrimuscle's brand image and, where applicable, the conformity notices related to the Products,

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

offer a representative selection of Nutrimuscle Products.

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

(i) Exterior layout: The Reseller must imperatively set up and maintain in its points of sale, exterior signage conforming to Nutrimuscle's recommendations and, in particular, display visibly on the exterior of its facade a mention (poster, sticker or sign) indicating its status as an official Reseller of Nutrimuscle Products.

(ii) Interior layout: The Reseller will have a Product display area allowing proper display of Nutrimuscle Products, in an environment ensuring the preservation of the Products and their nutritional quality (temperature, lighting...).

The Reseller will continuously maintain its facilities in perfect condition of cleanliness and sanitation, and will ensure that they are attractive and offer all the necessary conditions for Product preservation and customer safety in its point of sale; for this purpose, it will ensure to carry out without delay all necessary cleaning, maintenance, and repair work.

9.4. Online Resale of Nutrimuscle Products

9.4.1. Conditions for online sale of Products by the Reseller: The online sale of Products is not prohibited, but any use of online sale by the Reseller must be notified to Nutrimuscle so that it can control the quality of the website and its compliance with the provisions of this article. For this purpose, the Reseller must communicate the technical and graphic characteristics of its website or website project to Nutrimuscle upon request for account opening and, if applicable, within thirty (30) days before the online launch of Nutrimuscle Products, if the Reseller already has an Account. Upon communication by the Reseller of its website, Nutrimuscle has 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 compliant and approved by Nutrimuscle.

In case of refusal, Nutrimuscle will indicate in writing to the Reseller the reasons why the refusal decision was made and the qualitative criteria that are not met. As such, the Reseller undertakes to provide Nutrimuscle with a file including, in particular, the mockup of its website and a precise description of its functionalities and terms of use, and documents proving the ownership of the website by the Reseller.

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

undertakes to comply throughout the Contract duration with the quality conditions for the sale of 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 Nutrimuscle, and undertakes not to use any other website than the approved one;

is prohibited from reselling the Products on online marketplaces, i.e., platforms that connect merchants and potential customers to allow 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 generally equivalent to those practiced for sales in a physical store, 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 for account opening.

The Reseller also undertakes to:

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

regularly animate and update its website and 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 objective and exhaustive guidance for search types (direct entry by the Nutrimuscle brand and by Product category).

The Reseller must be able to provide complete technical information on its website, in response to questions asked by the user about the characteristics and mode of operation of the Products offered for sale online. 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 timeframe (within a maximum of three (3) days), subject to the complexity of the question.

9.5. Control of compliance with qualitative criteria for online and physical point-of-sale: To control the Reseller's compliance with qualitative criteria, Nutrimuscle may conduct verification follow-ups, either through physical visits to the Reseller's point(s) of sale or through 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 an email to the Reseller to bring it into compliance. Failing to remedy it within seven (7) days from receipt of the email, Nutrimuscle will send a formal notice by registered letter with acknowledgment of receipt to remedy it within ten (10) days from its receipt; failing to remedy it, Nutrimuscle may notify the automatic withdrawal of the authorization to market its Products by the Reseller and may refuse to accept new Orders from the Reseller and close its Account.

9.6. Intellectual Property and Personal Data: The Reseller must obtain Nutrimuscle's prior written consent before integrating any reference, hypertext link, logo, or any other distinguishing sign and intellectual property rights belonging to Nutrimuscle. The Reseller is prohibited from exploiting a domain name that would refer to the Nutrimuscle brand and 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 indemnify Nutrimuscle against any action or claim brought by one of its customers or by a third party. The Reseller undertakes to comply with 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 Nutrimuscle's Liability: Nutrimuscle's liability can in no case be engaged:

for any delay or non-performance of one of its obligations described in these GTC, when the cause of the delay or non-performance is related to a case of force majeure as defined by French case law.

in the event of non-performance or improper performance of contractual obligations attributable to the Client, particularly when placing their Order.

Nutrimuscle shall in no event be held liable for any prejudicial 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 prejudicial claim resulting from negligence in connection with the transport, storage, or sale of the Products. Nutrimuscle cannot be held responsible for any damage suffered by a Client resulting from:

inadequate storage or preservation conditions or negligent use or use contrary to Nutrimuscle's instructions,

non-compliance with instructions for use,

exposure to light or heat,

modification by the Client or a third party without Nutrimuscle's express consent.

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

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

any stock shortages that may occur during an Order;

damages of any kind, both material and immaterial, that may result from improper use of the username or the order placement procedure;

an inherent risk in using the internet network such as data loss, intrusion, viruses, service interruption or any other similar risk;

any damage caused to Clients and users of the Website due to their own fault.

Nutrimuscle reserves the right to stop online marketing of certain Products, without compensation and without prior 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 Client 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 damages is expressly limited, as acknowledged by the Client, to an amount not exceeding the total purchase price paid by the Client for the Products concerned.

10.3. Force majeure

10.3.1. Definition of force majeure events: Neither party can be held responsible for the non-execution or delay in the execution of any of its obligations, as described herein, when this non-execution results from a case of force majeure within the meaning of Article 1218 of the Civil Code. The following are contractually assimilated by both parties to cases of force majeure: a decision by an administrative authority not originating from a failure or breach by said party, a riot, fire, manufacturing accident, act of war, terrorist act, natural disaster, flood, storm, temporary stock shortage or difficulties in supplying raw materials or energy affecting the manufacturing of Products, disruptions in transport or telecommunications or a strike affecting Nutrimuscle's Product production process or in the logistics sector.

10.3.2. Consequences of force majeure events: The unaffected party may suspend compliance or execution of its own obligations for as long as the force majeure event lasts, to the extent that such suspension is proportionate. The party affected by the force majeure event must do everything possible to fulfill its obligations. In the event that the force majeure event lasts for more than ten (10) consecutive days from the first day of the force majeure event, the party deprived of said advantage or right would have the right to declare the sales contract concerned terminated automatically by giving ninety (90) days' notice, in which case neither party could claim any compensation of any kind. Nevertheless, 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 executed normally, such termination notice motivated by a force majeure event would automatically become null and void and the contract would become enforceable again, provided that a notice of cessation 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. Prescription: All actions to which the placement and execution of the Order may give rise are time-barred within one (1) year from the day the right in question arises. The prescription may be interrupted by sending a registered letter with acknowledgment of receipt to the debtor party regarding the obligation to be performed and expressly notifying that the letter interrupts the prescription affecting this claim.

10.6. Client's responsibility

The Client is responsible for the choice of Products they wish to order, for placing the Order and for its payment. The Client is responsible for:

compliance with its legal and regulatory obligations;

the use of its website;

obtaining and maintaining all necessary equipment to access its website;

the compatibility of their equipment with the Website.

The Client shall guarantee and indemnify Nutrimuscle (as well as its affiliated entities, their officers, directors, employees, and agents) against any claim or demand, including legal fees, or from a third party, due to the violation of the GTC, the misuse of its website, or the violation of any law or the rights of a third party by the Client.

ARTICLE 11. CLAIMS – CUSTOMER SERVICE

Nutrimuscle provides the Client with a telephone customer service at the following number:

+33 1 59 58 07 94 (available Monday to Friday from 9 am to 6 pm).

Any written complaint from the Client must be sent by mail 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 Client declares and guarantees that all personal data transmitted to Nutrimuscle within the framework of these GTC are collected, processed, and transferred in accordance with the legal and regulatory provisions in force in the territory where it is located. Nutrimuscle is authorized by the Client to transfer this personal data to any company of its group.

Nutrimuscle implements personal data processing operations for which it is responsible. Within the framework of its contractual relationship with the Client, Nutrimuscle undertakes to comply with the current regulations 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 natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"), as well as Law n°78-17 of 6 January 1978 in its latest version in force. Terms starting with a capital letter in this article have the meaning attributed to them by the applicable personal data protection regulations. The Client will directly or indirectly provide only the Personal Data considered necessary for the execution of the Contract, i.e., the following data: Client's name and legal representative's first and last name, telephone number and email address, company's VAT and Siret number, as well as information relating to orders placed by the Client, i.e., order history, delivery and billing point, and type of Products ordered. The Processing of the Client's Personal Data is for the purpose of executing the Contract. The Recipient of the Personal Data is Nutrimuscle's personnel, 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 Personal Data within the limits of the Processing Purposes.

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

The Client has a right of access, modification, opposition, a right to be forgotten, and deletion, as well as a right to restrict data processing concerning them. They can exercise these rights by sending an email to Nutrimuscle at the following email address: dpo@nutrimuscle.fr. The Client (and the data subjects) also have the right to lodge a complaint with the Commission Nationale de l'Informatique et des Libertés (CNIL), particularly on its website www.cnil.fr.

ARTICLE 13. INTELLECTUAL PROPERTY

13.1. General: The Client acknowledges that Nutrimuscle is the exclusive owner of Nutrimuscle's Registered Trademarks. The Client undertakes not to challenge the validity or ownership of Nutrimuscle's Registered Trademarks (or Nutrimuscle's trade names) in any way whatsoever. Nutrimuscle gives no specific or general guarantee regarding the peaceful use of the Registered Trademarks. No provision of these GTC can be interpreted as transferring to the Reseller any intellectual property relating to any element, document, or data relating to the Products and owned by Nutrimuscle, whether said element, document, or data is protected by an intellectual property right or not.

13.1. Provisions applicable to Resellers: Nutrimuscle will grant the Reseller a limited, non-exclusive, free, and temporary right to use the Registered Trademarks solely for the purpose of marketing the Products within the framework of these presents. The Reseller will mention on its advertising materials and in its commercial documentation that it acts as a retail Reseller of Nutrimuscle. The Reseller undertakes to promptly notify Nutrimuscle of any violation of any intellectual property right relating to any Product or any Registered Trademark of Nutrimuscle of which it may become aware. In the event of infringement or violation of any Product and/or any Registered Trademark of Nutrimuscle, the Reseller undertakes to fully assist Nutrimuscle in any amicable or judicial action.

13.2. Nutrimuscle Website: The Website 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 occur without its prior written consent. Any reproduction or representation, in whole or in part, of the Website, or of any of its elements, particularly the photos or names reproduced therein, on any medium whatsoever, for other purposes, and particularly 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 Jurisdiction: Any dispute relating to Orders concluded in application of these GTC (in particular to their formation, execution, or termination) or to the relationship between Nutrimuscle and the Client, will be submitted 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 calls, and regardless of the place and terms of payment. By way of exception to the foregoing, Nutrimuscle may refer the matter to the court of the Client's main establishment.

Updated: April 2024

APPENDIX 1 – NUTRIMUSCLE PRODUCT DELIVERY CHARGES

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

Standard and tracked delivery with Chronopost Express to the address provided by the Client 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 Client's point of sale is free from 300 euros (excl. VAT) of purchase.

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

Standard delivery by Bpost to the Client's point of sale is carried out within two (2) to three (3) working days and is free from 300 euros of Order purchase.

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