Nutribl Private Label Terms and Conditions

Application of these Terms

These Terms and Conditions (the “Terms”) govern the supply of Products and Services by the Company to business customers. The Company supplies on a business-to-business (trade) basis only and does not sell to consumers. By placing an order, the Client confirms that it is acting in the course of a business and not as a consumer, and that the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 do not apply to the Contract.

1. Interpretation

1.1 In these Terms:

• “Company” refers to Troo Health Care Limited, trading as Nutribl.
• “Client” means the business purchasing Products or Services from the Company.
• “Products” means all stock and private label goods supplied by the Company, including products for the pet industry (cats and dogs).
• “Services” means all services provided by the Company, such as design, branding, product development, manufacturing arrangement, and fulfilment.
• “Contract” means any agreement between the Company and the Client for the supply of Products and/or Services.
• “Specification” means the written product specification approved by the parties for a Product.
• “in writing” and “written” include email.

2. Basis of Contract

2.1 These Terms apply to all Contracts for the supply of Products and/or Services by the Company. Any variation or addition must be agreed in writing.

2.2 Only written agreements from authorised representatives of the Company are valid. No verbal agreements or representations made by employees, agents, or third parties are binding unless confirmed in writing.

2.3 The Company may refuse or cancel an order if the Client fails to meet payment obligations, the Company reasonably believes the Client is engaged in fraudulent activity, or fulfilling the order would breach legal or regulatory requirements.

2.4 If an order is cancelled before dispatch, any payments made will be refunded, excluding reasonable costs already incurred (for example, administrative or processing fees). A breakdown of deductions will be provided on request. If the order has already been dispatched, no refund will be provided, except where the Products are defective or otherwise where the Client has rights that cannot be excluded by law (see Clause 8).

2.5 For stock Products, prices are listed on the Company’s website and payment is required at the time of order. Orders are only confirmed once payment has been received.

2.6 For custom manufacture orders, the Contract is formed on the Company’s written acceptance of a quote or order confirmation.

3. Products and Lead Times

3.1 Stock Products are subject to availability. The Company aims to dispatch stock orders within the timeframe indicated on the website but does not guarantee specific delivery dates.

3.2 Custom manufacture Products are subject to production lead time. Estimated lead times are given for guidance only, may be affected by factors outside the Company’s control, and any changes will be communicated to the Client as soon as possible.

4. Delivery, Risk and Title

4.1 For export orders outside the UK, all prices are Ex Works (EXW) from the Company’s fulfilment facility, and freight, insurance, and applicable taxes are the Client’s responsibility. For UK deliveries, the Company offers either a courier service arranged by the Company, or self-organised courier collection (including FBA shipments) arranged by the Client.

4.2 For orders shipped via the Company’s courier service, risk passes to the Client on delivery to the designated address. For self-organised courier shipments, risk passes to the Client once the goods are collected from the fulfilment facility. The Company ensures the goods are in good condition before collection but accepts no liability once goods have left the facility, and the Client must ensure adequate insurance is in place for all self-organised and FBA shipments. Title to the Products passes in accordance with Clause 4.4.

4.3 If the Client fails to collect or accept delivery within 14 days of notification of availability, the Company may charge storage fees at £11 per pallet per week. If the goods remain uncollected for 90 days, the Company may, at its discretion and on reasonable written notice, dispose of or resell them; any net proceeds of resale (after the Company’s reasonable costs and any sums owed) will be credited to the Client. This Clause does not affect the Client’s rights in respect of defective Products.

4.4 Title to the Products does not pass to the Client until the Company has received payment in full for them. Until title passes, the Client must keep the Products identifiable as the Company’s property and, if payment is overdue, the Company may require their return and the Client must allow the Company to recover them. Risk passes as set out in Clause 4.2, whether or not title has passed.

5. Pricing and Adjustments

5.1 Prices may change based on market conditions, supplier costs, or currency fluctuations. Price changes apply to new orders only and do not affect orders already confirmed and paid for. Where the Client enters a fixed-term pricing agreement, prices remain fixed for the agreed term.

5.2 The Company may correct any genuine typographical, clerical, or other error in sales literature, quotations, invoices, or other documents without liability, provided it notifies the Client promptly and gives the Client the option to proceed at the corrected price or cancel.

5.3 Invoices must be paid in full by the due date. If payment is not received within the agreed terms, the Company may charge statutory interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Regulatory Compliance and Labelling

6.1 The Client is responsible for ensuring that Products, labels, claims, and marketing materials comply with all relevant laws and regulations in its target markets.

6.2 For international shipments, the Client is responsible for compliance with customs regulations, import duties, and any applicable approvals. The Company accepts no liability for customs-related delays, returns, or confiscations.

6.3 The Client agrees to notify the Company in writing of any intended export markets prior to order confirmation, so the Company can advise on known ingredient restrictions, labelling variations, or market-specific issues where available. The Company is not liable for regulatory issues, delays, or rejections in markets not declared by the Client in advance.

6.4 The Company develops Products in accordance with the UK regulatory frameworks set out in Appendix A, unless otherwise agreed in writing, and will exercise reasonable skill and care in doing so. The Company does not warrant that Products are authorised for markets outside the UK. Where the Client specifies or requests particular ingredients, formulations, or claims, the Client is responsible for their regulatory status, including any novel food classification or market-specific restriction. It remains the Client’s responsibility to confirm that Products are legally permitted for resale in its intended market(s). The Company does not provide legal advice unless specifically contracted to do so.

7. Intellectual Property and Confidentiality

7.1 Branding and design work specifically commissioned and paid for by the Client belongs to the Client. Unless source files are separately purchased, the Company is not obliged to provide them. The Company retains all intellectual property rights in its proprietary methods, formulations, and trade secrets, except as expressly agreed in writing (for example, under a separate specification or exclusivity agreement).

7.2 The Client may not use, copy, or disclose the Company’s proprietary information, sourcing methods, or formulations without the Company’s express written permission.

7.3 Each party will keep confidential any non-public technical or commercial information disclosed by the other in connection with the Contract, will use it only for the purposes of the Contract, and will not disclose it to any third party without consent. This does not apply to information that is or becomes public through no breach, was lawfully known beforehand, is independently developed, or is required to be disclosed by law or a regulator. These obligations survive termination.

8. Warranty and Liability

8.1 The Company warrants that, at the time risk passes, Products will be free from material defects and will conform in all material respects to the agreed Specification. This warranty does not cover defects caused by improper handling or storage by the Client, normal wear and tear, or modifications made by the Client, and is not a warranty of performance or suitability for a particular purpose beyond the Specification.

8.2 The Client must inspect Products on receipt and notify the Company of any visible defects within 7 days of delivery, and of any latent defects within a reasonable time of discovery and in any event within 90 days of delivery. Where a valid defect is notified, the Company will, at its option, replace the affected Products or refund the price paid for them, which is the Client’s exclusive remedy for defective Products.

8.3 Nothing in these Terms limits or excludes the Company’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for breach of the statutory terms as to title, or for any other liability that cannot be limited or excluded by law.

8.4 Subject to Clause 8.3, the Company is not liable for any indirect, special, or consequential loss, or for any of the following whether direct or indirect: loss of profits, revenue, or business; loss of or damage to goodwill or reputation; third-party claims arising from the Client’s use, marketing, or resale of the Products; or regulatory enforcement actions, fines, or penalties incurred by the Client due to its own non-compliance.

8.5 Subject to Clause 8.3, the Company’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Client for the Products or Services giving rise to the claim.

8.6 All Products carry a clearly printed expiry date. The Client is responsible for proper stock rotation and for selling Products before expiry. The Company does not accept returns or liability for expired stock unless a manufacturing defect is notified within the periods in Clause 8.2.

9. Force Majeure

9.1 The Company is not liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including natural disasters, failure of suppliers or subcontractors, transport disruption or strikes, and government action or customs delays. The Company will notify the Client and use reasonable endeavours to mitigate the effect of the event.

10. Data Protection

10.1 The Company processes Client data in accordance with UK data protection law (including UK GDPR) and its Privacy Policy. Client information will not be shared with third parties except as necessary for order fulfilment, to meet legal obligations, or with consent.

10.2 The Client may request access to, or correction or deletion of, its data in accordance with applicable law and the Company’s Privacy Policy.

11. General

11.1 Entire agreement. These Terms, together with any order confirmation and any separate agreement signed by both parties (such as a bespoke supply, quality, or exclusivity agreement), form the entire agreement between the parties. Where a separate signed agreement conflicts with these Terms, that signed agreement prevails to the extent of the conflict in respect of its subject matter.

11.2 Assignment and subcontracting. The Client may not assign or transfer its rights under the Contract without the Company’s written consent. The Company may assign, subcontract, or delegate the performance of any of its obligations to a third party.

11.3 Third party rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999.

11.4 Variation and waiver. No variation of these Terms is effective unless agreed in writing. A failure or delay in exercising any right is not a waiver of it.

11.5 Severance. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force, and the provision will be modified to the minimum extent necessary to make it valid and enforceable.

11.6 Notices. Notices must be in writing and sent to the other party’s registered office or principal email address.

11.7 Termination. Either party may end an ongoing supply relationship on 30 days’ written notice, without affecting any accrued rights, any confirmed order, or any separate fixed-term or exclusivity agreement.

12. Governing Law and Jurisdiction

12.1 These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.

Appendix A - Regulatory Standards Followed by the Company

Unless otherwise agreed in writing, the Company develops and supplies Products in accordance with the regulatory frameworks applicable in the United Kingdom only. The following core references are used in product development and label design:

For human food supplements:

• Food Supplements (England) Regulations 2003
• Regulation (EC) No 1924/2006 on Nutrition and Health Claims (as retained in UK law)
• The UK Novel Food Catalogue
• Permitted vitamin and mineral forms listed in Annex II of Directive 2002/46/EC
• MHRA Borderline Product Guidance

For pet complementary feeds (dogs and cats only):

• GB Feed Materials Register
• GB Feed Additive Register
• FEDIAF Code of Good Labelling Practice

While the Company develops Products in accordance with UK legislation and exercises reasonable skill and care, the final responsibility for verifying regulatory compliance in the intended market(s) - including ingredient legality, novel food status, claim usage, and labelling - rests with the Client, particularly in respect of ingredients, formulations, or claims specified or requested by the Client. The Company does not accept responsibility for compliance with regulations in markets outside the UK unless explicitly agreed in writing.