Terms

Website Terms & Conditions

This website is brought to you by Nuritas. If you have any comments or queries, please contact us at [email protected] or by writing to us at Joshua Dawson House, Dawson Street Dublin 2, D02 RY95, Ireland.

You are invited to use the nuritas.com website (the “Website”) on the basis of the terms and conditions of use set out below.

1. Terms of Use

By entering and using the our Website you are deemed to have read and accepted these Terms of Use. If you do not accept these Terms of Use or any part of them you should not enter or use this Website.

Nuritas may modify these Terms of Use from time to time so we advise you to check the Terms of Use often. If you do not agree to any change to the Terms of Use, then you must immediately stop using the Website.

Your continued use of the Website following any such change demonstrates your agreement to be bound by the modified Terms of Use.

We will only use your personal information as set out in our Privacy Statement available at Privacy Policy – Nuritas.

Our Website is made available free of charge. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons.

You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these Terms Of Use and other applicable terms and conditions, and that they comply with them. We are not responsible for any viruses and you must not introduce them to our Website. Further, we do not guarantee that our Website will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our Website. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. We may report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.

 

 

2. Accuracy of Content

All information is intended for our customers, suppliers and / or distributors and not for end-users of our customers, suppliers and / or distributors.

We make every effort to ensure that the content of the Website is accurate and up-to-date, but we do not offer any warranties (whether express implied or otherwise) as to the reliability, accuracy or completeness of the information appearing on our Website.

We may update and change our site from time to time to reflect our users’ needs and our business priorities and we may remove material from our Website at our own discretion and without giving any notice.

Any information offered in relation to the nutritional content or health benefits of any of the Nuritas products or in relation to other medical issues is general in nature. It is not a substitute for medical advice and it should not be relied upon. You should raise specific questions with your doctor. If you choose to rely on such information you do so entirely at your own risk and (subject to applicable laws) Nuritas cannot be held responsible for the outcome.

 

3. Intellectual Property

You acknowledge and agree that all copyright, trademarks and other intellectual property rights in the Website content, software and all HTML and other code contained in this Website, shall remain at all times vested in Nuritas and/or its licensors and is protected by copyright and other laws and international treaty provisions.

Users may not modify, copy, distribute, transmit, display, redistribute, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any material which may be displayed on the Website from time to time without first obtaining permission to do so from Nuritas in writing.

The Website and its contents are copyright material and the copyright is owned by Nuritas unless stated otherwise. Without limiting the foregoing, copying the above listed materials to any other server or location for publication, reproduction or distribution is expressly prohibited.

All trade marks appearing on the Website are identified either by the symbol ® or by the symbol ™. All trade marks appearing on the Website are either owned by Nuritas. If you wish to obtain permission to make use of any of the trade marks or other material which may be displayed on the Website from time to time please send contact us at [email protected].

Statements included do not constitute permission to use any Nuritas or third party patent or license rights. You should evaluate the products for your own specific use, including freedom-to-operate and compliance with the applicable legislation and regulatory authority.

 

4. Prohibition on Commercial Use of Website Content

You are permitted to use the material which is displayed on the Website from time to time only as expressly authorised by Nuritas or its licensors.

 

Users may not use this Website, or any of the material appearing on the Website from time to time to further any commercial purpose, including (but not limited to) advertising or to promote or generate activity on any other website.

 

5. Linking

Nuritas may from time to time include links on this Website to other websites or resources operated by parties other than Nuritas. These links are provided for the convenience of users and Nuritas is not responsible for the availability of such external websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the privacy policy (if any) of the operators of the external websites.

You are strongly advised to check the terms and conditions of use and the privacy policies of these external websites before entering or making use of them.

If you wish to create a hyperlink to this Website or to any other website operated or maintained by Nuritas please contact us at [email protected]. Nuritas generally welcomes links to its websites. However by so linking, you agree that Nuritas may require the link to be removed if, in Nuritas’ sole opinion, any aspect of the linking website, its content or any other matter relating to the link is objectionable to Nuritas.

6. Acceptable Use Policy

This section sets out the content standards that apply when you register your interest with us, link to our Website, or interact with our Website in any other way. These standards represent what we deem to be acceptable use of our Website.

Prohibited uses

You may use our Website only for lawful purposes. You may not use our Website:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

 

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our Website in contravention of the provisions of these terms of use of our Website.
• Not to access without authority, interfere with, damage or disrupt any part of our Website, any equipment or network on which our Website is stored, any software used in the provision of our Website; or any equipment or network or software owned or used by any third party.

• We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
• You must not use or modify any materials in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics without specific prior written consent of Nuritas.
• Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
• You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us.
• If you print off, copy or download any part of our Website in breach of these terms of use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

 

• Registering or submitting information to our site

• Whenever you make use of a feature that allows you to register or submit information on our Website, you must comply with the content standards set out in our Acceptable Use Policy.
• You warrant that any such registration or submission does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
• You are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties (subject at all times to the safeguards outlined in our Privacy Statement.)
• We also reserve the right to disclose your identity to any third party who is claiming that any registration or submission by you to our site constitutes a violation of their right to privacy.

7. Breach of this policy

When we consider that a breach of our Acceptable Use Policy has occurred, we may take such action as we deem appropriate.

Failure to comply constitutes a material breach of our Terms Of Use, upon which you are permitted to use our Website, and may result in Nuritas taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our Website.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

 

We exclude our liability for all action we may take in response to breaches of this Acceptable Use Policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

8. Limitation of Liability

The internet is by its nature an unreliable medium. Consequently, you accept that this Website is offered on an “as is” and “as available” basis.

Nuritas takes all reasonable steps to ensure that the Website is properly functioning at all times but Nuritas does not warrant that this Website will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that this Website or the server that makes it available are free of software viruses or bugs or other defects.

Whether you are a consumer or a business user

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user

• We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.
• We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with (i) use of, or inability to use, our Website; or use of or reliance on any content displayed on our Website.
• In particular, we will not be liable for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

If you are a non-business user, you agree not to use our Website for any commercial or business purposes, and Nuritas has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

While Nuritas does not exclude liability for death or personal injury, by accepting these Terms of Use, you accept that Nuritas cannot be liable to you for any loss or damage you suffer as a result of visiting this Website or making use of the information available on the Website. You must take your own precautions (including but not limited to installing adequate protective measures to guard against software viruses and ensuring that you retain up-to-date copies of all data) to protect yourself against loss or damage.

9. Trademarks

Our trade marks & logos are registered (or pending), and we assert ownership in our Trademarks & logos globally. You are not permitted to use any Nuritas Trademarks or logos without our specific, informed & prior written approval.

10. Jurisdiction

If you are a non-business user resident in the EU or the EEA, please note that these Terms Of Use, their subject matter and their formation, are governed by Irish law. You and we both agree that the courts of Ireland will have exclusive jurisdiction.

If you are a business established in the EU or the EEA, these Terms Of Use, their subject matter and their formation (and any non-contractual disputes or claims) are govered by Irish law. We both agree to the exclusive jurisdiction of the courts of Ireland.

If you are a non-business user resident in the US or outside the EU/EEA, please note that these terms of use, their subject matter and their formation, are governed by US law. You and we both agree that the courts of Massachusetts will have exclusive jurisdiction.

If you are a business established in the US or outside the EU/EEA, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by US law. We both agree to the exclusive jurisdiction of the courts of Massachusetts.

 

General Terms & Conditions of Sale

1. GENERAL TERMS AND CONDITIONS OF SALE

1.1      These General Terms and Conditions of Sale (“Conditions”) govern the offering, sale, and delivery of all goods and/or services (hereinafter jointly referred to as the “Product” or “Products”) from or on behalf of Nuritas Limited or an Affiliate of Nuritas Limited (together “Nuritas”) offering and/or selling the Products to customer (“Customer”) and apply to all transactions between Nuritas and Customer. “Affiliate” means any subsidiary or holding company (as defined in sections 7 and 8 of the Companies Act 2014) of a Party or any subsidiaries and holding companies of such holding company, from time to time, and in each case their respective successors in title and assigns.

1.2      By contracting based on these Conditions, Customer agrees to the applicability thereof in respect of all dealings with Nuritas, even if this is not explicitly stated.

1.3      Nuritas explicitly rejects the applicability of any general terms and conditions of Customer. All pre-printed or standard terms of any Customer’s purchase order or other business processing document have no effect, and these Conditions will prevail over such forms, and any additional, inconsistent, conflicting, or different terms in such forms will be void and of no force and effect. Furthermore, these Conditions supersede any and all terms of prior oral and written quotations, communications, agreements, and understandings of the parties in respect of the sale and delivery of the Products and will apply in preference to and supersede any and all terms and conditions of any order placed by Customer and any other terms and conditions submitted by Customer. Failure by Nuritas to object to the terms and conditions set by Customer will in no event be construed as an acceptance of any of the terms and conditions of Customer. Neither Nuritas’ commencement of performance nor Nuritas delivery will be deemed as acceptance of any of Customer’s terms and conditions. If the Conditions differ from any of the terms and conditions of Customer, these Conditions and any subsequent communication or conduct by or on behalf of Nuritas, including, without limitation, confirmation of an order and delivery of Products, constitute a counter-offer and not acceptance of such terms and conditions submitted by Customer. Any communication or conduct of Customer which confirms an agreement for the delivery of Products by Nuritas, as well as acceptance by Customer of any delivery of Products from Nuritas will constitute an acceptance by Customer of these Conditions.

1.4      Nuritas reserves the right to amend these Conditions at any time. Any waiver or modification these Conditions is only effective if it is in writing and signed by both parties or posted by Nuritas at nuritas.com/terms. Nuritas is not obligated under any other agreements unless they are in writing and signed by Nuritas’ authorized representative.

 

2. QUOTATIONS, ORDERS AND CONFIRMATION

2.1      Unless stated otherwise, quotations made by Nuritas in whatever form are not binding to Nuritas and merely constitute an invitation to Customer to place an order. All quotations issued by Nuritas are revocable and subject to change without notice. Orders are not binding until accepted by Nuritas in writing by issuing Customer with an acknowledgement of their order (“Order Acknowledgement”). Nuritas will be entitled to refuse an order without indicating the reasons.

2.2      Each delivery will stand as a separate transaction and any failure to deliver will have no consequences for other deliveries.

2.3      Any samples supplied to Customer will be governed by the terms of the Nuritas Material Transfer Agreement (“MTA”) and are solely for information purposes, and in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, merchantability, suitability, or fitness for any purpose. Customer will be deemed to have satisfied itself as to such matters prior to ordering the Products.

 

3. PRICES

3.1      Prices and currencies of Nuritas’ Products are as set out in the Order Acknowledgement. Unless otherwise agreed in writing, Nuritas’ prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies, or charges in any jurisdiction levied in relation to the Products or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of Products to Customer will be for Customer’s account and will either be added to each invoice or separately invoiced by Nuritas to Customer. If Nuritas grants a discount, this discount only relates to the delivery specifically mentioned in the Order Acknowledgement.

 

4. PAYMENT AND CUSTOMER’S CREDIT

4.1      Unless stated otherwise in the Order Acknowledgement, payment will be made based on net cash, to be received by Nuritas within 30 (thirty) days following the date of Nuritas’ invoice. All payments will be made without any deduction on account of any Taxes and free of set-off or other counterclaims.

4.2      With regard to payment for the Products, time is of the essence. Nuritas may, without prejudice to any other rights of Nuritas, charge interest on any overdue payment at 12% (twelve percent) per annum from the due date computed on a daily basis until all outstanding amounts are paid in full. All costs and expenses incurred by Nuritas with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) will be for Customer’s account.

4.3      Every payment by Customer will first serve to pay the judicial and extra-judicial costs and the accrued interest and will afterwards be deducted from the oldest outstanding claim regardless of any advice to the contrary from Customer.

4.4      Any complaint with respect to the invoice must be notified to Nuritas in writing within 14 (fourteen) days after the date of invoice. Thereafter, Customer will be deemed to have approved the invoice.

 

5. DELIVERY AND ACCEPTANCE

5.1      Unless stated otherwise in the Order Acknowledgement, all deliveries of Products will be DAP (Delivery At Place) to Customer’s delivery address. The term DAP have the meaning as defined in the latest version of INCOTERMS published by the International Chamber of Commerce at the time of the Order Acknowledgement.

5.2      Unless stated otherwise in the Order Acknowledgement, any times or dates for delivery by Nuritas are estimates and will not be of the essence. Nuritas is entitled to deliver the Products as stated in the Order Acknowledgement in parts and to invoice separately. In no event will Nuritas be liable for any damages and/or costs due to delay in delivery. Delay in delivery of any Products will not relieve Customer of its obligation to accept delivery thereof, unless Customer cannot reasonably be expected to accept such late delivery. Customer will be obliged to accept the Products and pay the rate specified in the Order Acknowledgement for the quantity of Products delivered by Nuritas.

 

6. CANCELLATION

6.1      Customer’s wrongful non-acceptance or rejection of Products or cancellation of the confirmed Order will entitle Nuritas to recover from Customer, in addition to any other damages caused by such action:

• in the case of Products which reasonably cannot be resold by Nuritas to a third party, the price of such Products as quoted in the Order Acknowledgement; or
• in the case of Products which can be resold by Nuritas, damages equal to 50% (fifty percent) of the price for the Products as quoted in the Order Acknowledgement as liquidated damages.

 

7. EXAMINATION AND CONFORMITY TO SPECIFICATIONS

7.1      On delivery, Customer will examine the Products and satisfy itself that the Products delivered meet the agreed specifications for the Products as advised by Nuritas or, in the absence of agreed specifications, to the most recent specifications used by Nuritas at the time of delivery of the Products (the “Specifications”). Customer will not, and will not cause the Products to be reverse engineered, decompiled, fractionated, replicated, reprocessed or partitioned.

7.2      Complaints about the Products will be made in writing and must reach Nuritas not later than 7 (seven) days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and 7 (seven) days from the date on which any other claim (e.g. hidden defects) was or ought to have been apparent but in no event later than (i) 6 (six) months from the date of delivery of the Products or (ii) the expiry of the Products’ shelf-life whichever is the earlier. Any Use of the Products will be deemed to be an unconditional acceptance of the Products as of the date of delivery and a waiver of all claims in respect of the Products.

7.3      A determination of whether or not delivered Products conform to the Specifications will be done solely by Nuritas analysing the samples or records retained by Nuritas and taken from the batches in which the Products were produced in accordance with the methods of analysis used by Nuritas.

7.4      Defects in parts of the Products do not entitle Customer to reject the entire delivery of the Products. Complaints, if any, do not affect Customer’s obligation to pay as defined in Article 4. Upon receipt of a complaint, Nuritas is entitled to suspend all further deliveries until the complaints are established to be unfounded and/or refuted or until the defect  has been totally cured.

 

8. TRANSFER OF RISK AND PROPERTY

8.1      Risk of the Products will pass to Customer in accordance with the applicable Incoterm (see Article 5.1).

8.2      Title to the Products will not pass to Customer and full legal and beneficial ownership of the Products will remain with Nuritas until Nuritas has received payment in full for the Products, including costs such as interest, charges, expenses etc.

8.3      Products  for  which  delivery is  suspended  pending payment  by  Customer,  as  well  as Products  of  which delivery  is  wrongfully  rejected  or  not  accepted  by Customer, will be held and stored by Nuritas at the risk and expense of Customer.

8.4      In the event of termination on the basis of Article 16, Nuritas will, without prejudice to any other rights of Nuritas, be entitled to require immediate return of the Products, or to repossess the Products, for which it may invoke a retention of title.

8.5      Until payment for the Products has been completed, Customer is entitled to use the Products solely to the extent required in its ordinary course of business, and, to the extent possible, will:

• keep the Products separate and in a clearly identifiable manner.
• notify Nuritas immediately of any claims by third parties which may affect the Products; and
• adequately insure the Products.

 

9. LIMITED WARRANTY AND REMEDIES

9.1      Nuritas warrants that on the date of delivery, the products will materially conform to the specifications. This warranty is void ab initio and Nuritas is not obligated if a claimed breach of the warranty is caused by:

• any unauthorized modification of the products or tampering with the products,
• use of the products inconsistent with the specifications or as advised by Nuritas, or
• breach of these conditions by customer, including failure to make timely payment.

If and to the extent products are in breach with such warranty, as determined in accordance with article 7, Nuritas may at its discretion, within a reasonable time, either repair or replace the products at no charge to customer or credit the amounts paid by customer to Nuritas directly attributable to any non-conforming products. Accordingly, Nuritas’ obligation will be limited solely to repair or replacement of the products or for credit of the products.

9.2      Nuritas’ obligation to repair, replace, or credit will be contingent upon receipt by Nuritas of timely notice of any alleged non-conformance of products and, if applicable, the timely return of the products, in accordance with article 7.

9.3      The foregoing warranty is exclusive and in lieu of all other warranties, representations, conditions, or other terms, express, implied, statutory, contractually, or otherwise, and Nuritas expressly disclaims to the maximum extent permitted by law all other warranties express or implied, including, without limitation, any warranty of merchantability, non-infringement, title, suitability, or fitness for any purpose covering the products.

 

10. LIMITED LIABILITY

10.1   Nuritas’ liability for any and all claims for damages arising out of or in connection with the products and the use thereof will under no circumstances exceed the sum of customer’s payments for the products that are the subject of the claim. Under no circumstances will Nuritas be liable to customer or any other person and Nuritas disclaims any and all liability for any kind of special, incidental, indirect, special, exemplary, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, work stoppage, production failure, impairment of other goods, cost of substitute goods, merchandise, materials and facilities, down time costs, increased costs or claims of customer or of customer’s customer or otherwise, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, tort, negligence or otherwise.

 

11. FORCE MAJEURE

11.1   Neither party will be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control, including, without limitation, acts of God, laws and regulations, administrative measures, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemic, pandemic, strike, lockout, slowdown, labour disturbances, difficulty in obtaining necessary labour or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors (“Force Majeure”).

11.2   Upon the occurrence of any event of Force Majeure, the party suffering thereby will promptly inform the other party by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under the confirmed Order. In the event of any delay, the obligation to deliver will be suspended for a period equal to the time loss by reason of Force Majeure. However, should a Force Majeure event continue or be expected to continue for a period extending to more than 90 (ninety) days after the agreed delivery date, either Party is entitled to cancel the affected part of the confirmed Order without any liability to the other Party.

 

12. MODIFICATIONS, INFORMATION, AND INDEMNITY

12.1   Customer will purchase and use the Products (permitted “Use”) for the purpose of formulating, developing and / or manufacturing a product for (re)-sale containing the Product for one or more of Customer’s customers (“Customer’s Finished Product”).Nuritas reserves the right to change or modify the Specifications and/or manufacture of Products and to substitute materials used in the production and/or manufacture of Products from time to time without notice. Customer acknowledges that data in Nuritas’ catalogues, product data sheets and other descriptive publications distributed or published on its websites may accordingly be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of Nuritas in relation to the Specifications, the Products and the use thereof will be furnished solely for the information of Customer and although Nuritas takes all possible care to ensure the correctness of published information, no warranty can be accepted by Nuritas regarding the correctness, accuracy, reliability, and completeness of the Nuritas information, and Nuritas excludes all liability from any access, use or misuse of published information.

12.2   Customer must solely rely on its own expertise, know- how and judgment in relation to the Products and Customer’s Use thereof as well as in Customer’s application of any information obtained from Nuritas for the purposes intended by Customer. Consultation provided by Nuritas will not give rise to any additional obligations. Details and information provided regarding the suitability and Use of the Products will not be binding and Nuritas does not assume any liability based on such consultations.

12.3   Customer will indemnify, defend and hold harmless Nuritas and its members, investors, managers, officers, employees, representatives, and their successors in interest and assigns (the “Indemnified Parties”) from and against all damages, awards, losses, costs, expenses, claims, expenses, demands and liabilities of whatever nature, howsoever arising including without limitation product liabilities and reasonable attorney’s fees and other costs of legal defence, whether direct or indirect, that they or any  of them may sustain or incur as a result of or in connection with any claims, demands, suits or proceedings (“Claims”) arising out of or in connection with the Products and Customer’s Use thereof, including but not limited to any Claims in connection with Customer’s Finished Product or application of any information disclosed or provided by or on behalf of Nuritas. The indemnification obligations under this Section will continue indefinitely.

 

13. COMPLIANCE WITH LAWS AND STANDARDS AND INDEMNITY

13.1   Customer certifies, represents, and warrants that it is in compliance and will take all necessary steps to remain in compliance with all applicable laws and regulations. Customer acknowledges that the Use of the Products may be subject to requirements or limitations under any law, statute ordinance, rule, code or standard, including, but not limited to, all applicable regulations relating to (i) anti-bribery and anti- corruption and (ii) international trade, such as, but not limited to, embargos, import and export control and sanctioned party lists (“Laws and Standards”).

13.2   Customer will comply with applicable Environmental, Social & Governance (“ESG”) laws and regulations and will take all reasonable actions to ensure compliance. Customer will respond diligently to requests for information on ESG matters received from Nuritas and expressly warrants that employees, agents and subcontractor of the Customer will not directly or indirectly (i) accept, promise, offer or provide any improper advantage to or (ii) enter into an agreement

• with any entity or person – including officials of a government or a government-controlled entity –, or
• relating to a product, which would constitute an offence or infringement of applicable Laws and Standards.

13.3   Customer will be exclusively responsible for (i) ensuring compliance with all Laws and Standards associated with its intended Use of the Products; and

(ii) obtaining all necessary approvals, permits or clearances for such use, and Customer will indemnify, defend and hold harmless Nuritas and the Indemnified Parties from and against all damages, awards, losses, costs, expenses, claims, expenses, demands and liabilities of whatever nature, howsoever arising including without limitation product liabilities and reasonable attorney’s fees and other costs of legal defence, whether direct or indirect, that they or any  of them may sustain or incur as a result of or in connection with any Claims arising out of or in connection with (i) any act or omission of Customer; (ii) breach by Customer of any representation, warranty or obligation with any Indemnified party, or (iii) a violation by Customer of any applicable Laws and Standards. The indemnification obligations under this Section will continue indefinitely.

 

14. INDEPENDENT CONTRACTORS

14.1   Nuritas and Customer are independent parties, and the relationship created hereby will not be deemed to be that of principal and agent. No sale to or obligation of either party towards a third party will in any way bind the other party.

 

15. SUB-CONTRACTORS, NON-ASSIGNMENT AND CHANGE OF CONTROL

15.1   Customer can engage a contract manufacturer or third party to develop, manufacture or produce Customer’s end product containing the Nuritas Product (hereinafter ‘Sub-Contractor’) provided, however, that Customer will not be relieved of any of its obligations under these Conditions by the engagement of such Sub-Contractor and provided further, that Customer will be responsible for all acts of such Sub-Contractor as if such acts were its own.  Customer agrees not to supply the Products to Sub-Contractor until written confirmation is received by Customer from Nuritas that Nuritas and Sub-Contractor have entered into any appropriate contractual arrangements.

15.2   Neither party may assign any of the rights or obligations under the Order Acknowledgement without the prior written consent of the other party, except that Nuritas may assign such rights and obligations to any Affiliate or to a third party acquiring all or a substantial part of its assets or business relating to the Products.

15.3   Nuritas will have the right to terminate the Order Acknowledgement with immediate effect if at any time during the term of the Order Acknowledgement a person or group of persons, who are unrelated to the persons controlling Customer as of the date of the Order Acknowledgement, acquires control, through ownership of voting securities or otherwise, over Customer. Customer must notify Nuritas of such acquisition within 10 (ten) days thereof. Nuritas may exercise its right to terminate the Order Acknowledgement by giving Customer written notice within 10 (ten) days after the date of receipt of such notice.

 

16. SUSPENSION AND TERMINATION

16.1   If (i) Customer is in default of performance of its obligations towards Nuritas and fails to provide adequate assurance of Customer’s performance before the date of scheduled delivery; or (ii) if Nuritas has reasonable doubts with respect to Customer’s performance of its obligations and Customer fails to provide to Nuritas adequate assurance of Customer’s performance before the date of scheduled delivery and in any case within fourteen (14) days of Nuritas’ demand for such assurance; or (iii) if Customer becomes insolvent or unable to pay its debts as they mature, or goes into liquidation (other than for the purpose of a reconstruction or amalgamation) or any bankruptcy proceeding will be instituted by or against Customer or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Customer or if Customer enters into a deed of arrangement or makes any assignment for the benefit of its creditors; or (iv) in case of non-compliance of Customer with Laws and Standards, then Nuritas may by notice in writing forthwith, without prejudice to any of its other rights:

• demand return and take repossession of any delivered Products which have not been paid for and all costs relating to the recovery of the Products will be for the account of Customer; and/or
• suspend its performance or terminate the confirmed Order for pending delivery of Products unless Customer makes such payment for Products on a cash in advance basis or provides adequate assurance of such payment for Products to Nuritas.

16.2    In any such event of Article 16.1 all outstanding claims of Nuritas will become due and payable immediately with respect to the Products delivered to Customer and not repossessed by NURITAS.

 

17. WAIVER

17.1   Failure, delay, or omission by Nuritas to enforce at any time any provision of these Conditions will not be construed as a waiver of Nuritas’ right to act or to enforce any such provision. No waiver by Nuritas of any breach of Customer’s obligations will constitute a waiver of any other prior or subsequent breach.

 

18. SEVERABILITY AND CONVERSION

18.1   In the event that any provision of these Conditions will be held to be invalid or unenforceable, the same will not affect in any respect whatsoever, the validity and enforceability of the remaining provisions between the parties and will be severed therefrom. The pertaining provisions held to be invalid or unenforceable will be reformed to meet the legal and economic intent of the original provisions to the maximum extent permitted by law.

 

19. LIMITATION OF ACTION

19.1   Unless otherwise stated hereunder, no action by Customer will be brought unless Customer first provides written notice to Nuritas of any claim alleged to exist against Nuritas within 14 (fourteen) days after the event complained of first becomes known to Customer and an action is commenced by Customer within 3 (three) months after such notice.

 

20. GOVERNING LAW AND VENUE

20.1   These Conditions will be construed and interpreted pursuant to the substantive laws of the country (or state) in which the Nuritas selling entity is incorporated. The United Nations Convention on Contracts of the International Sale of Goods (CISG) will not apply.

20.2   The parties agree that any suits, actions, or proceedings that may be instituted by any party will be initiated before the competent courts at the seat of incorporation of the Nuritas selling entity.

 

21. SURVIVAL OF RIGHTS

21.1   The parties’ rights and obligations will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The parties will ensure that their directors, officers, employees, agents and legal representatives comply with these Conditions. Termination of one or more of the parties’ rights and obligations, for whatever reason, will not affect those provisions of these Conditions which are intended to remain in effect after such termination.

 

22. HEADINGS

22.1   The headings contained in these Conditions are included for mere convenience of reference and will not affect the latter’s construction or interpretation.

 

23. INTELLECTUAL PROPERTY & CONFIDENTIALITY

23.1   Customer acknowledges and agrees that all intellectual property rights arising out of or in connection with the Products will be the exclusive property of Nuritas, and Customer shall have no rights with respect to any of Nuritas’ existing or subsequently acquired or developed intellectual property. All right, title, and interest in and to the Product(s), including any modifications, variants, or derivatives thereof including and any know-how, trade secrets, confidential information and all applicable intellectual property and proprietary rights thereto remain exclusively with Nuritas. Nuritas owns any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer relating to the Product(s). Nuritas grants no express or implied right under Nuritas patents, copyrights, trademarks, or other intellectual property rights, and all rights are reserved to Nuritas. Customer may not remove any proprietary notice of Nuritas from the Products without Nuritas’ prior written consent

23.2   Customer will not at any time do or permit to be done any act or thing which challenges, impairs or may challenge or impair the rights of Nuritas with respect to its intellectual property. Customer will never represent that it has any ownership in any of Nuritas’ intellectual property. Customer expressly agrees that all of the use and good will of the intellectual property will accrue to the sole benefit of Nuritas. The sale of Products will not, by implication or otherwise, convey any license under any intellectual property right relating to the compositions and/or applications of the Products, and Customer explicitly assumes all risks of any intellectual property infringement by reason of its importation and/or the Use of the Products, whether singly or in combination with other materials or in any processing operation.

23.3   Any and all information provided by or on behalf of Nuritas will be treated as confidential and will only be used by Customer for the purpose of all transactions. Disclosing information is only allowed to any of its employees or a third party on a strict need-to-know basis, except in case Customer is required to disclose the information by virtue of a court order or statutory duty, provided that the Customer will immediately inform Nuritas and reasonably cooperate with Nuritas should it seek to obtain a protective order. Customer will upon demand promptly return to Nuritas all such information. Customer will not retain a copy thereof. Customer will treat the existence of these Conditions as confidential. Customer or its employees will sign a confidentiality agreement upon request.