General terms and conditions of white label sales
Tosla d.o.o. (”Tosla or Company”) sales of products white label collagen supplements (hereinafter: ‘’Products’’) are subject to the present General terms and conditions of white label sales (”Terms”), which prevail against any conditions of purchase except where in written form, formal and explicit waiver is granted by the Tosla.
By placing order, the buyer accepts our Terms and fully agrees with them, whether you sign the acknowledgement below or not.
The term ‘’parties’’ is used in these Terms when meaning both Tosla and the buyer collectively and the term ‘’party’’ when meaning only one of them.
Tosla shall process the placed order of Products which is in the form of written order (order can be placed via mail) of the buyer, or if the order of Products is contractually agreed (hereinafter together as ‘’Order’’). Order received from the buyer will not be considered as formally accepted by Tosla until Tosla’s written acceptance of the Order is given. Tosla shall begin to process the Order, in the way of manufacturing, when 50 % of the Advanced payment is payed and when the artworks (labels, packaging, etc.) of the Products are signed or confirmed by the buyer. No placed Order which is confirmed in the mentioned way may be cancelled or changed out of any reason whatsoever without a written acceptance of by Tosla. In the event that Order is canceled or changed, the Tosla ensures the right to charge the buyer the expenses that had already incurred to Tosla.
Products are manufactured and the quality is consistent with the specifications for raw materials, packaging, manufacturing processes and facilities (‘’Specifications’’). Those Specifications are a subject to periodically update or change and the buyer is hereby notified that Specifications for each order may not be the same and it’s the buyer’s obligation to check if the Specifications meet the buyer’s requests. These Specifications are the quality standards applicable to the Order and the buyer receives them via e-mail before the Tosla begins to process the Order, if not then those Specifications are available to the buyer on simple request.
The buyer acknowledges that the actual amount of a nutrients in a Products may vary compared to the value declared by Tosla in Specifications due to factors such as the source of values, the accuracy of analysis, the variation in the raw materials, the effect of processing, nutrient stability and storage conditions and storage time. Products expiration can only be properly determined by conducting a stability study which is not mandatory under regulations. Tosla is not conducting a stability study on the Products, but Tosla is testing the Products in accordance with industry standards. In case that stability test is done by the buyer or any other third party, the buyer agrees that those Product cannot be a subject of a withdrawal, recall or claimed material defect. The buyer hereby acknowledges that is aware of the mentioned above and will hold Tosla harmless and will not claim any liability or damages from Tosla because of the results of any analysis or test that may show that the nutrients in a Products may vary. Tosla hereby commits to eliminate such nutrients variation in Products in good faith on the following ordered series of the Products.
The binding prices for the Products are those set forth when the Order is accepted by Tosla, apply only to the agreed quantity of the Products, and are to be considered as being for goods made ready ‘’EX-WORKS’’ (EXW) Tosla d.o.o., P.E. Ajdovščina, Tovarniška cesta 6E, 5270 Ajdovščina, Slovenia according to the Incoterms 2020 (International Commerce Terms), unless Parties agree otherwise.
The agreed prices are based upon the costs at the date of the pro forma invoice or price list confirmation. In the event of changes to material and energy prices, labor costs, freight charges, taxes or other price relevant costs for more than 10 %, Tosla retain the right to modify prices.
Delivery time for the ordered Products is, if not explicitly stated otherwise, usually in minimum 30 days and maximum 60 counted from the date of accepted order (as stated in Article 2), or date of received Advanced payment in full, or from the date when artworks are confirmed by both parties, as agreed by the parties in written.
During the transportation the Products may not be turned upside down. The buyer must ensure transport, storage and handle of the Products in accordance with the Specifications. In the event that the buyer does not ensure the requirements of the Specifications, then Tosla will not assume any responsibility for any Product damages or defects that are caused by inappropriate transportation, storage and handling.
Unless otherwise agreed by the parties in writing, payment deadline is 50% of the price in 3 days after issued pro forma invoice, other 50% shall be paid at least 7 days before the Delivery date (Tosla will notify the buyer of the Delivery date at least 7 days before the Delivery date, and the buyer must pay the other 50% in those 7 days) – Advanced payment.
Failure to pay the invoice in full by the due date constitutes a fundamental breach of contractual obligations. In this event of breach by the buyer, Tosla is entitled to charge interest at the statutory rate on the outstanding amount, without prejudice to any claim for damages.
The ordered Products remain the property of Tosla until full payment of the invoice by the buyer. In case of a non-payment, Tosla retains the right to take back all the Products without any intervention or mediation of a court. All risks to which the Products may be exposed shall pass to the buyer upon delivery.
The buyer must collect the ordered Products ready for dispatch in the five (5) days following the Delivery date. If the Products have not been collected within the agreed term, Tosla is entitled, without the need to inform or notice to the buyer that the Product should be collected, regardless of the law requirements, to destroy ordered Products and to invoice the buyer for the destruction costs in the amount of 1 EUR, VAT included per Product as a destruction costs. The buyer is aware of those consequences and fully agrees with them, and recognizes that mentioned consequences are the buyer’s sole responsibility of not complying with these Terms. Invoice for the destruction cost shall be sent with the proof of destruction. The buyer must, regardless of a destruction of the Products, pay in full for the ordered Products.
All artworks (labels, packages, etc.) including but not limited to design, content, wording, and trademarks, shall be the sole responsibility of the buyer, including without limitation compliance with all applicable laws and regulations. The buyer represents and warrants to Tosla that (i) all artworks comply with all applicable laws and regulations and (ii) the buyer is the exclusive owner of, or has the enforceable license or right to use, all elements included within/on the artworks.
For all specifications and information of the Product that are printed and contained within the artworks, the buyer shall consult Tosla. In event that the buyer violates provisions of this Article 8, the buyer shall be solely responsible and liable to the buyer’s end-buyers or third persons if they are misled and/or there are any damages which arise out of artwork claims of the buyer.
Neither party shall not be deemed to have defaulted or failed to perform hereunder if that party’s inability to perform or default shall have been caused by an event or events beyond the control and without the fault of that party, including (without limitation) acts of government, embargoes, fire, flood, explosion, acts of God or a public enemy, strikes, labor disputes, vandalism, civil riots or commotions, or the inability to procure necessary raw materials, supplies, or equipment.
On the occurrence of such events as listed above, the party affected by a Force Majeure event (hereinafter the “Affected Party”) shall notify the other party of such event immediately upon having knowledge thereof. The performance by the Affected Party shall be postponed and extended for the duration of the force majeure event; however, if performance of the Affected Party is delayed due to the force majeure event for more than 30 (thirty) calendar days, the other party may terminate the order by giving the Affected Party 30 calendar days advance written notice.
The buyer is obliged to examine the Products immediately upon receipt (this means in 3 business days). In the case of quantitative or material (such as damaged Products) defects, the buyer must notify Tosla in writing (with detailed and concrete description and proof, such as photo, etc.) immediately upon learning of such defect, but no later than three working days upon receipt of the Products. Provided that such defect is found to be real, Tosla is obliged to replace the missing or defected Products at Tosla’s own expense within 60 days upon the Tosla’s receipt of the notice of the defect. Tosla shall have no further liability to the buyer in respect thereof and all other liliabilities for any material defects not granted in this Article 10, are excluded. No Products may be returned to Tosla without the prior agreement in writing of the Tosla.
Tosla represents and warrants that all Products purchased from Tosla shall (i) conform to the applicable Specifications and (ii) be free and clear of any liens or encumbrances and (iii) in accordance with valid EU and Slovene legislation. Tosla further warrants that has obtained all permits, licenses, certifications, and approvals necessary to supply the Products in accordance with valid EU and Slovene legislation.
The buyer must ensure and warrants that all the Products that the buyer will sell on the markets are in compliance with the local or state legislation of the country in which the buyer is willing to sell Products. As stated above Tosla only warrants about Products being in accordance with valid EU and Slovene legislation, compliance with other legislations are obligation of the buyer.
Artworks are produced on the Products under the sole responsibility of the buyer. The buyer is liable if any of the buyer’s artwork violate the intellectual property of third parties, mislead its end-buyers and causes damages to them and releases Tosla from any claims for damages arising from such.
Expected deviations on the bottle and bottle stopper, which occur during the process of production/filling/casting of packaging, is that up to 0,5 % of the Products’ stoppers in a batch, may leak. This does not constitute a material defect and may not be a subject to any reclamation or complaint, therefore Tosla assumes no liability.
In no event Tosla shall be held responsible for damages, direct or consequential, that may result to any end-buyer of the buyer, other third person or the buyer, that is not caused by negligence or intent of the Tosla.
To the extent permitted by law, Tosla limits its liability for all damages arising out of these Terms and/or ordered Products, to the annual amount of the ordered Products by the buyer, this amount shall not exceed 20.000,00 EUR.
The buyer acknowledges that shall have no rights of ownership in, or use of (except for such limited use as is required to perform its obligations under this Terms) the resulting Product formulas, Product recipe, processes, Specifications or other proprietary developed by Tosla.
Parties agree that the Intellectual Property developed and owned by Tosla regarding and related to the Products shall remain the Intellectual Property rights of the Tosla. The buyer shall not modify, copy, reproduce, publish, license, improve, reverse engine or on any other way use Intellectual Property rights of Tosla except of resale of the purchased Products.
Artworks and other intellectual property of the buyer, which are prepared by the buyer in the sense of the design and content within, shall be the sole responsibility of the buyer, and the buyer is solely liable if the ordered Products violate the intellectual property of third parties and releases Tosla from any claims for damages arising from such.
In the event of any breach by the buyer, Tosla shall receive full reimbursement of all damages, costs and expenses and payment of penalty in the amount of 600.000,00 EUR on first demand for each breach by the buyer.
Confidential Information shall mean all documentation that the buyer may receive or become aware of as confidential or proprietary information belonging or relating to Tosla, including without limitation information related to its business, business plans, affairs, recipes, formulas, pricing information and trade secrets. In consideration of such Confidential Information being disclosed or otherwise made available to the buyer for the purposes of the performance of the contractual relationship between the parties, the buyer undertakes that it shall not at any time, either during or at any time after expiration of the contractual relationship between the parties, either directly or indirectly, disclose, divulge or use any Confidential Information or to disclose it to third parties for whatever motive by the buyer without written authorization of Tosla.
The laws of Slovenia shall apply with the exclusion of UN Convention on Contracts for the International Sale of Goods (CISG) and eith the exclusion of the provisions of international private law.
All legal disputes between the parties arising under or in any way related to the contractual relationship between the parties established by the sales of Product or these Terms shall be settled by amicable and mutual goodwill of both parties. Parties agree that, in case any dispute cannot disputes arising out of this Terms or/and related to its violation, termination or nullification, or related with the sales of Products shall be finally settled in the competent court in Slovenia.
These Terms apply from 01.04.2021.