Terms of Supply

"Agreement"

The contract for supply formed between SwedeVital and the Buyer, incorporating these Terms and any accepted Order Confirmation.

"Products"

The natural health, wellness, and food products offered by SwedeVital as described in its current product catalogue.

"Order"

A written purchase order submitted by the Buyer and accepted by SwedeVital.

"Order Confirmation"

SwedeVital's written acceptance of an Order, specifying products, quantities, pricing, and delivery terms.

"MOQ"

Minimum Order Quantity as specified per SKU in the applicable price list or Order Confirmation.

All Orders are subject to acceptance by SwedeVital. An Agreement is formed only upon SwedeVital issuing an Order Confirmation. SwedeVital reserves the right to decline any Order without obligation to provide reasons.

Order Confirmations must be reviewed by the Buyer within 2 business days. Failure to raise objections within this period constitutes acceptance of the Order Confirmation in full.

Orders for private label products must comply with SwedeVital’s private label brief requirements and are subject to separate agreement on formulation, packaging, and compliance specifications.

All prices are quoted in EUR or SEK as specified in the applicable price list or Order Confirmation, exclusive of VAT and applicable taxes unless stated otherwise. Prices are subject to change with 30 days’ written notice.

Payment terms are net 30 days from invoice date unless otherwise agreed in writing. SwedeVital reserves the right to require prepayment or a deposit for new partners or orders exceeding agreed credit limits.

Late payments accrue interest at 8% per annum above the Swedish Central Bank reference rate (Riksbanken) from the due date until full payment, in accordance with the Swedish Interest Act (räntelagen).

SwedeVital reserves the right to suspend delivery of outstanding orders in the event of overdue invoices.

Unless otherwise agreed, delivery is EXW (Ex Works, Incoterms 2020) from SwedeVital’s designated facility. Risk of loss or damage passes to the Buyer upon collection by the Buyer’s nominated carrier.

Lead times stated in Order Confirmations are estimates only. SwedeVital will use reasonable endeavours to meet stated lead times but shall not be liable for delays caused by circumstances beyond its reasonable control.

Partial deliveries are permitted. Each partial delivery constitutes a separate transaction for payment purposes.

The Buyer must inspect all delivered Products within 5 business days of receipt and notify SwedeVital in writing of any visible damage, shortage, or non-conformity. Failure to notify within this period constitutes acceptance of the delivery as conforming.

Products are supplied in accordance with the specifications set out in SwedeVital’s current product data sheets. SwedeVital reserves the right to make minor changes to product specifications where required by regulatory requirements or ingredient availability, provided that the material characteristics of the product are not adversely affected.

SwedeVital warrants that Products supplied are manufactured to BRCGS and ISO 22000 standards and comply with applicable EU food safety and labeling regulations at the time of manufacture.

The Buyer is responsible for ensuring that imported Products comply with all applicable laws and regulations in the Buyer’s market, including labeling, import, and registration requirements. SwedeVital will provide available compliance documentation upon request.

Private label products are manufactured to the Buyer’s approved specification. The Buyer warrants that all brand names, trademarks, and label designs provided for private label production do not infringe any third-party intellectual property rights.

The Buyer is solely responsible for the accuracy of all label content, including nutritional claims, ingredient declarations, and any regulatory statements specific to the target market.

Private label products are non-returnable and non-refundable except in cases of manufacturing defect.

Minimum order quantities for private label are as agreed in the private label agreement. SwedeVital may charge for setup, artwork preparation, and regulatory documentation separately.

Products may only be returned with SwedeVital’s prior written authorisation. Authorised returns must be made within 14 days of the return authorisation date, in original condition and packaging, at the Buyer’s cost unless the return arises from SwedeVital’s error or a product defect.

Claims for short-dated or defective products must be made in writing within 5 business days of delivery, accompanied by photographic evidence and batch/lot numbers. SwedeVital’s liability for accepted claims is limited to replacement of the affected products or, at SwedeVital’s discretion, a credit note.

SwedeVital’s total liability to the Buyer under or in connection with any Agreement, whether in contract, tort, or otherwise, shall not exceed the invoice value of the Products giving rise to the claim.

SwedeVital shall not be liable for any indirect, consequential, or special loss, including loss of profit, loss of revenue, loss of contracts, or damage to goodwill, howsoever arising.

Nothing in these Terms limits SwedeVital’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

All intellectual property rights in SwedeVital’s product formulations, brand assets, and proprietary manufacturing processes remain the sole property of SwedeVital. No licence to use SwedeVital’s intellectual property is granted except as expressly agreed in writing.

The Buyer grants SwedeVital a limited licence to use the Buyer’s brand assets solely for the purpose of producing private label products in accordance with the relevant agreement.

Each party agrees to keep confidential all non-public commercial and technical information received from the other party in connection with these Terms or any Agreement, and not to disclose such information to any third party without prior written consent.

This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law.

SwedeVital shall not be liable for any delay or failure to perform its obligations to the extent caused by events outside its reasonable control, including but not limited to natural disasters, pandemic, war, government action, labour disputes, or disruption to raw material supply chains. SwedeVital will notify the Buyer promptly of any such event and its expected duration.

Either party may terminate an Agreement with immediate effect upon written notice if the other party commits a material breach that is not remedied within 14 days of written notice, or if the other party becomes insolvent, enters administration, or ceases to trade.

SwedeVital may suspend or terminate supply to any Buyer who fails to comply with payment terms, engages in conduct that damages SwedeVital’s reputation, or breaches applicable laws.

These Terms and all Agreements are governed by Swedish law. Any disputes arising in connection with these Terms that cannot be resolved by good-faith negotiation shall be referred to the Stockholm District Court (Stockholms tingsrätt) as the court of first instance, unless the parties agree in writing to alternative dispute resolution.

SwedeVital may amend these Terms at any time with 30 days’ written notice. Continued ordering after the notice period constitutes acceptance of the amended Terms. Amendments do not affect Agreements already confirmed prior to the notice date.