General Terms and Conditions (GTC)

Manufacture and Supply

Version dated: 15 October 2026

1.         General

1.1.      These  General Terms  and Conditions  (hereinafter  referred  to  as  "GTC") shall  apply  to  all business relationships with commercial companies (hereinafter referred to as "Customers") regarding manufacture, supply and deliveries of food supplements and other products.   

1.2.      These GTC apply exclusively. The Customer's general terms and conditions are hereby expressly rejected. Deviating, conflicting or supplementary general terms and conditions of the Customer or third parties shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, in particular even if we execute a contract in the knowledge of the Customer's general terms and conditions without declaring a reservation.

1.3.      Deviations from these GTC shall only be effective if confirmed by us in writing. If the written form has been agreed, any change to the written form must also be made in writing. Telecommunication, in particular e- mail, is sufficient to comply with the written form requirement. Verbal agreements are not made. In cases of doubt, the English version of these GTC shall apply.

1.4.      Unless otherwise agreed, the GTC shall also apply to similar future contracts in the version valid at the time of the Customer's order or in any case in the version last communicated to the Customer in text form, without us having to refer to them again each time a similar contract is concluded.

1.5.      References to statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are amended or expressly excluded in these GTC.

2.         Orders | Product Specifications 

2.1.      Confirmed orders are not subject to change and are binding. In case of modification of an order, the delivery period shall be modified accordingly. We are entitled to accept/confirm an order within 3 (three) working days by submitting the Customer a Product Specification. A Product Specification shall be subject to the confirmation of the Customer.  

2.2.      Orders shall be placed at least twelve (12) weeks before the requested delivery date.

2.3.      The Customer shall be liable for the confirmed Product Specification regarding intellectual property rights of third persons and conformity with the relevant local and EU legislation. We are liable for the Products being manufactured and supplied in conformity with the Product Specification.

2.4.      The Customer is solely responsible for the accuracy of the placed orders and confirmed Product Specifications.

2.5.      In the case of any modifications of the confirmed Product Specification, proposed or imposed by the Customer, the modified Product Specification is subject to our confirmation within 5 working days and we reserve the right to modify the estimated delivery time accordingly.         

2.6.      Unless otherwise agreed, any product samples shall be regarded as approximate illustrative pieces for quality, sizes and colors.

3.         Prices | Delivery Quantities

3.1.      Unless otherwise agreed, our prices valid on the day of order acceptance shall apply. Our prices are quoted EXW "ex works" (EXW according to ICC Incoterms 2020) plus statutory VAT if applicable according to the law.

3.2.      Prices are stated in EURO. Rebates, discounts, etc. are subject to express written agreement.

3.3.      If the Customer wishes the products to be shipped, the Customer shall bear the transportation costs ex works and the costs of any transportation insurance requested by the Customer. Any customs duties, fees, taxes and other public charges shall be borne by the Customer.

3.4.      The type of packaging and transportation are at Customer’s discretion and liability. We reserve the right to change the ordered quantities to packaging units, insofar as these changes are reasonable for the Customer.

3.5.      The delivery quantity may be exceeded or fallen short of by up to 10%.

3.6.      If extraordinary changes in costs, e.g. for raw materials, energy or freight, occur at Bio Pak or its suppliers after conclusion of the contract, and if these lead to a change in the purchase prices or cost prices of Bio Pak, the latter shall be entitled to demand negotiations on an appropriate price adjustment from the Customer after expiry of a commitment period of four weeks. If an agreement is not reached, Bio Pak shall be released from the delivery obligation for the part of the delivery contract not yet executed.

4.         Terms of Payment

4.1.      The price is due and payable immediately net, unless otherwise agreed (e.g. a payment term or a discount arrangement). 

4.2.      Payment is only possible by bank transfer.

4.3.      We are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall make a corresponding reservation at the latest with the order confirmation.

4.4.      The Customer shall only be entitled to the rights of set-off or retention to the extent that his claim has been legally established or is undisputed.

4.5.      If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the price is jeopardized by the Customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract. This shall also apply if our obligation to perform is not yet due. In such cases, we may also declare all claims from the current business relationship with the Customer due and payable. The Customer shall also be deemed to be unable to pay if the Customer is at least three weeks in arrears with a substantial amount.

4.6.      The Customer shall be in default upon expiry of the agreed payment period. During the period of default, interest shall be charged on the price at the applicable statutory default interest rate. The right to claim higher interest and further damages remains unaffected.

4.7.      If the Customer defaults on payment of an invoice, we reserve the right to change payment terms for subsequent orders.  

4.8.      The agreement of a later due date or deferral of the purchase price requires a written agreement.

5.         Production, Design and Packaging Requirements

5.1.   The Customer shall provide all approved design files necessary for production. We shall ensure that the Products' labelling and packaging conform to the Customer's design Specifications.

5.2.   All materials required for production shall be ordered by us, unless otherwise confirmed and agreed in writing by the Customer.

5.3.   The Customer specifies in the respective purchase orders whether the Products shall be delivered in bulk or in a finished packaged form. If the Products will be delivered in finished packaged form, we shall package the products in accordance with the Customer’s instructions. If we are unable to supply the Products fully packed within the delivery time, we shall notify the Customer no later than thirty (30) calendar days before the delivery date.

5.4.   The Customer shall provide to us the design file (label and box) at the latest 3 weeks before the delivery date for the respective Products. We shall not print the packaging materials before the Customer has received and signed the respective printing confirmations.

5.5.   In case of delayed submission of packaging requirements, the delivery date shall be prolonged for the period of delayed submission of packaging requirements + 5 working days and we shall have a right to invoice the Customer the costs of storage of unpacked/unlabeled Products at the price of 0,5 % of the value of an order for each week of the delay.

5.6.   When it is the Customer who provides raw materials, package or other production material, all unused material shall be returned to the Customer together with the delivery of finished products, unless otherwise agreed upon in written form with the Customer upon confirmation of the order.      

6.         Delivery Time, Delay in Delivery  

6.1.      Unless a delivery time has been expressly designated in writing as binding, the information on delivery or fulfillment times is non-binding. Delivery or performance periods (delivery periods) shall commence on the date of our order confirmation and shall only apply subject to the timely clarification of all other details of the order and the timely provision and fulfillment of all obligations of the Customer, such as the confirmation of the Product Specification and advance payment if agreed with the Customer. 

6.2.      Unless otherwise stipulated in writing, the following delivery periods shall be applicable:

(i)             New Product first order (bulk product): 12 weeks from the order confirmation,

(ii)            Re-order Product (bulk product): 12 weeks from the order confirmation,

(iii)           New Product first order (finished product): 12 weeks from the order confirmation, and

(iv)          Re-order Product (finished product): 12 weeks from the order confirmation.   

6.3.      The delivery period shall be extended by the period in which the Customer is in default with his contractual obligations - within an ongoing business relationship also from other contracts. Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us. We reserve the right to make partial deliveries.

6.4.      In the case of the occurrence of our delay in delivery, not caused by the circumstances from the points 6.4. and 6.5., the Customer shall have a right to charge us with the contractual penalty in the amount of 0,1 % of the purchase price of the delayed delivery for every week of delay, but not more than 10% of the total purchase price of the delayed delivery.   

6.5.      The delivery time shall be extended appropriately - even within a delay - in the event of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which we are not responsible (in particular also pandemics, operational disruptions, strikes, lockouts or disruption of transport routes), insofar as such obstacles can be proven to have a significant influence on the planned execution or delivery. This also applies if these circumstances occur at our suppliers, sub-suppliers or subcontractors. We shall inform the Customer of the beginning and end of such hindrances as soon as possible. The Customer may demand a declaration from us as to whether we wish to withdraw from the contract or deliver or perform within a reasonable period of time. If we do not give a declaration without undue delay, the Customer may withdraw from the contract. Claims for damages are excluded in these cases.

6.6.      Under no circumstances shall we be liable for delayed or omitted deliveries (impossibility) due to the fault of our suppliers. However, we undertake to assign any claims for compensation against the upstream supplier to the Customer.

6.7.      Allowed / Acceptable process loss is 10%, to be taken into account when planning the quantity of raw materials and predictable production yield.  

6.8.      If, after conclusion of the contract, we become aware of facts, in particular default of payment with regard to earlier deliveries, which, according to our best commercial judgment, indicate a significant deterioration in our business relationship, we shall be entitled to refuse to perform our obligations until the consideration has been paid or appropriate security has been provided for the performance to be rendered by us.

6.9.      If we are obliged to provide advance performance, we shall be entitled to demand appropriate security for the performance to be provided by us. In this case, we may set a reasonable deadline within which our contractual partner shall, at his discretion, provide the consideration or the appropriate security step by step. After expiry of the deadline set by us, we are entitled to withdraw from the contract. In this case, partial deliveries effected by us shall be due for payment immediately.

6.10.    Partial services and partial deliveries are permitted to a reasonable extent. We may demand payments on account to a reasonable extent.

6.11.    If the Customer does not accept the delivered goods, we shall be entitled to withdraw from the contract or to demand compensation for non-performance after the fruitless expiry of a grace period of two months. During this period we have a right to charge the Customer with storage costs in the amount of EUR 5,00 per pallet a day. 

6.12.    The delivered products are also to be accepted by the Customer in cases of insignificant defects without prejudice to his warranty rights.

7.         Acceptance of Delivery, Transfer of Risk

7.1.      The Customer is in default of acceptance if he does not accept the products delivered to him. Default of acceptance shall result in the transfer of risk to the Customer. From the transfer of risk, the Customer shall bear the costs of storage of the Products at the price of EUR 5,00 per pallet a day.   

7.2.      If the transport is carried out with our own vehicle or with third-party vehicles, the products shall be deemed to have been handed over at the latest as soon as they are available to the recipient in front of the delivery point on a paved roadway and on the vehicle.

7.3.      In the case of termination or cancellation of the order by the Customer, and in the cases when forecasts for the orders have been agreed upon, but the contractual relationship has been terminated/cancelled by the Customer before the expiry of the forecasted period, the stocked raw material and packaging material purchased by us exclusively for the Customer’s products, shall be bought-out by the Customer at the purchase price paid by us, not later than in 2 months after the termination/cancellation of the order and /or contractual relationship.  

8.         Claims for Defects | Statute of Limitations

8.1.      The safeguarding of claims for defects requires compliance with the statutory inspection and notification obligations. Defects must be reported in text form without undue delay, but no later than eight (8) calendar days after delivery. Defects that cannot be discovered within this period, even with the most careful inspection, must be reported in text form without undue delay, at the latest within eight (8) calendar days of discovery. We reserve the right, at our discretion, either to rectify the defect or to deliver defect- free products. For the purpose of subsequent performance, the Customer must make the products available to us.

8.2.      We are entitled to make the subsequent performance owed dependent on the Customer paying the price due, unless there is an outstanding Customer’s claim for defects to be solved.  

8.3.      In the event the agreed delivery is not EXW Kranj, transport damage must also be reported to the carrier. If shortages are detected, the gross and net weight of the shipment must be determined and copies of the delivery note and freight documents must be sent to us, otherwise the complaint cannot be processed.

8.4.      The statutory provisions shall apply to the Customer's rights in the event of material defects, unless otherwise stipulated in these GTC. 

8.5.      The basis of our liability for defects is above all the agreement reached on the quality and Product Specification of the products . Our  manufacturer's  specifications  shall  be  deemed  to  be  an agreement on quality in this sense. We accept no liability for statements made by third parties. 

8.6.      We are generally not liable for defects that the Customer is aware of or is grossly negligent in not being aware of when the contract is concluded.

8.7.      The limitation period for all claims for defects, including claims for damages, is one year from delivery. This shall not apply in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by us or in the event of fraudulent concealment of a defect.

8.8.      The above limitation period shall also apply to contractual and non-contractual claims for damages of the Customer based on a defect of the products, unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases.

8.9.      There shall be no claim for defects if the delivered products have been damaged by improper handling or improper loading and/or storage. 

9.         Liability 

9.1.      Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

We shall only be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability, for 

(i)         for damages resulting from injury to life, limb and health, 

(ii)        for damages arising from the breach of a material contractual obligation. An essential contractual obligation is an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies on and may rely on. In this case, our liability is limited to compensation for the foreseeable, typically occurring damage. 

9.2.      These limitations also apply to third parties and to breach of duty by persons whose fault we are responsible for in accordance with the statutory provisions. They shall not apply if and insofar as we have assumed a guarantee for the quality of the products and in cases of mandatory liability under the Slovene product liability legislation.  

10.       Returns

Except for the liability for defects, returns will only be credited if we have given our prior written consent. The credit note can only be offset against new deliveries of products.

11.       Severability Clause:

Should one of the above provisions be or become invalid, this shall not affect the validity of the other provisions.

12.       Place of Performance, Place of Jurisdiction and Applicable Law

12.1.    The place of performance, also for the Customer's obligations, is Kranj, Slovenia. 

12.2.    The place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship shall be our registered office in Kranj, Slovenia. We may also sue the Customer at his registered place of business. 

12.3.    These GTC and all legal relationships between the Customer and us shall be governed by Slovene law to the exclusion of the UN Convention on Contracts for the International Sale of Products (CISG).