How we sell.

These General Terms and Conditions ("Terms") govern every quotation, order, delivery and service supplied by Viractiva s.r.o., with registered seat in Prague, Czech Republic ("Viractiva"), to the business customer named on the face of the quotation or invoice ("Customer"). Viractiva supplies to businesses only: by placing an order the Customer confirms it acts in the course of its trade or profession and not as a consumer, so the consumer-protection provisions of Czech law do not apply to the relationship. Placing an order, accepting delivery or paying any invoice constitutes acceptance of these Terms in their entirety. The Customer's own purchase or general terms are expressly excluded unless Viractiva accepts them in writing, and Viractiva's silence on receipt of them is not acceptance.

Quotations are valid for thirty (30) days from their date and are not an offer capable of acceptance beyond that period. A contract arises only when Viractiva issues a written order confirmation or, if earlier, dispatches the goods. The agreed specification is the one stated in the order confirmation together with the corresponding product specification sheet; nothing in a catalogue, website, brochure or sample constitutes a specification unless it is expressly incorporated there. Made-to-order quantities may vary by up to ten (10) per cent above or below the quantity ordered, and the quantity actually delivered is invoiced. Minimum order quantities apply to bulk actives and to private-label production and are stated in the quotation.

Prices are in euro and exclusive of VAT, duties and transport unless the quotation states otherwise. Where the Customer supplies a valid VAT identification number verified in VIES and the goods leave the member state of dispatch, the supply is invoiced without VAT and the Customer accounts for it under the reverse charge; the Customer is responsible for the accuracy of the number and for any tax, interest and penalty arising if it is invalid or the goods do not leave. Invoices are payable within the period stated on the invoice. Overdue sums bear statutory default interest under Czech law without a reminder being necessary, and Viractiva may suspend further deliveries while any invoice is overdue. Title to the goods remains with Viractiva until payment has been received in full; risk passes earlier, under §4. The Customer may not set off any claim against the price without Viractiva's written agreement or a final court decision.

Delivery terms are agreed per order and interpreted under Incoterms 2020. Unless otherwise agreed, delivery is Ex Works Viractiva's or its manufacturing partner's premises, and risk of loss and damage passes to the Customer on handover to the first carrier. Delivery dates are estimates given in good faith and are not of the essence; Viractiva notifies the Customer of a material delay as soon as it is known. Viractiva may deliver in instalments, and each instalment is treated as a separate delivery for the purposes of invoicing and of the claim periods in §9. If the Customer fails to take delivery on the agreed date, risk passes at the moment delivery was tendered and reasonable storage costs may be charged.

Each batch is supplied with a certificate of analysis stating the tested parameters, the analytical methods used and the batch number. Viractiva retains a reference sample of each batch for the stated shelf life of that batch. The Customer is responsible for satisfying itself, before use or resale, that the material as specified is suitable for the Customer's own product, process and market; Viractiva does not know and does not assess the finished formulation into which the material is incorporated. Where the parties' analytical results disagree, either party may require the retained sample to be tested by an independent accredited laboratory agreed between them, whose result is binding on both, with the cost borne by the party whose result it contradicts.

Materials are supplied as ingredients and raw materials for food, food supplements and cosmetics, according to the intended use stated in the order confirmation. They are NOT supplied as medicinal products, and no statement by Viractiva may be read as a medicinal, therapeutic or health claim. The Customer is the food business operator responsible for the product it places on the market under Regulation (EC) No 178/2002, and it alone determines and is responsible for: whether the material and its intended dose are lawful in each destination market, including novel-food status under Regulation (EU) 2015/2283; the labelling of the finished product under Regulation (EU) No 1169/2011; any nutrition or health claim under Regulation (EC) No 1924/2006; and compliance with national permitted-substance and maximum-level rules, which differ materially between member states even where a substance is lawful somewhere in the Union. The Customer shall indemnify Viractiva against all claims, penalties, withdrawal and recall costs arising from the Customer placing a finished product on a market where it was not lawful.

Where Viractiva manufactures to the Customer's formulation, artwork, text or trademark, the Customer warrants that it owns or is licensed to use all of it and that its use does not infringe any third-party right, and shall indemnify Viractiva against any claim that it does. Viractiva manufactures to that material as supplied and does not verify its legal or regulatory adequacy. Formulations, process know-how, supplier relationships and documentation originated by Viractiva remain Viractiva's property and confer no licence on the Customer beyond the use of the goods delivered. Neither party may use the other's name or marks in publicity without prior written consent.

The shelf life and the storage conditions of each batch are stated on its certificate of analysis and run from the date of manufacture, not from the date of delivery. Viractiva is not liable for deterioration, contamination, loss of potency or non-conformity arising after risk has passed where the goods have been stored, handled, repacked, blended or transported otherwise than in accordance with those conditions. Repacking or re-labelling by the Customer ends Viractiva's responsibility for the identity and integrity of the material in the repacked units.

Visible damage, shortage or discrepancy must be noted on the delivery receipt at the moment of handover. Defects not visible on inspection must be notified in writing within fourteen (14) calendar days of delivery, and in any event before the material is incorporated into a finished product. Every other claim must be notified within thirty (30) calendar days of the event giving rise to it. A claim must state the batch number and be supported by the certificate of analysis, photographs of the goods and packaging as received, and the Customer's own analytical result where the complaint concerns quality. Goods that are the subject of a claim must be retained, unused, and made available for inspection or return; a claim is barred where the Customer has used, processed or resold the material after discovering the defect. Any claim not notified within these periods is barred. Subject to mandatory law, all actions against Viractiva are time-barred after one (1) year from delivery.

Where a material is proven defective, Viractiva's obligation is, at its option, to replace it or to credit the price paid for the affected quantity. Subject to mandatory law, Viractiva's aggregate liability arising out of any delivery is limited to the net invoice value of that delivery, and Viractiva is not liable for indirect or consequential loss, loss of profit, loss of production, loss of goodwill, or the cost of withdrawing or recalling the Customer's finished product. Nothing in these Terms limits liability for death or personal injury caused by negligence, for damage caused intentionally or by gross negligence, or for any other liability that Czech law does not permit to be limited.

Neither party is liable for failure or delay in performing an obligation, other than an obligation to pay money, caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, act of a public authority, sanctions, embargo, strike, failure of utilities or transport networks, or the failure of a raw-material supplier where an equivalent material is not available on reasonable terms. The affected party shall notify the other without undue delay and use reasonable efforts to resume performance. Where such an event continues for more than ninety (90) days, either party may terminate the affected order without liability, save for goods already delivered.

Each party shall keep confidential the other's non-public technical, commercial and pricing information disclosed in connection with an order, use it only for the purpose of performing the order, and not disclose it to any third party other than to employees and advisers who need it and are bound to equivalent obligations. This obligation survives the completion of the order by five (5) years. It does not apply to information that is or becomes public without breach, was already lawfully held, is independently developed, or must be disclosed by law or a competent authority.

Personal data exchanged in the course of the business relationship — the names and business contact details of each party's personnel — is processed for the purpose of performing and administering the contract. Viractiva's processing, the legal bases it relies on, the processors it uses and the rights of the individuals concerned are set out in its privacy notice at viractiva.com/viractiva/privacy, which forms part of the information provided under Articles 13 and 14 of the General Data Protection Regulation.

These Terms and every contract formed under them are governed by the law of the Czech Republic, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of the Czech Republic having jurisdiction over Viractiva's registered seat have exclusive jurisdiction over any dispute, without prejudice to Viractiva's right to bring proceedings against the Customer before the courts of the Customer's own seat. If any provision of these Terms is held invalid or unenforceable, the remainder stays in force and the invalid provision is replaced by the valid one closest to its commercial intent.