General Terms and Conditions of Sale

Article 1 — General provisions

1.1 The trade name "PotionLab" refers to the company Apperitivo Belgium SRL, registered with the Crossroads Bank for Enterprises under number 0783.687.348, whose registered office is located at 65 rue de Baronhaie, 4682 Heure-le-Romain, Belgium (hereinafter "PotionLab").

1.2 These General Terms and Conditions of Sale (hereinafter "GTCS") apply to all offers, quotes, orders, agreements, services and deliveries concluded between PotionLab and any natural or legal person acting in a professional capacity (hereinafter "the Client"). The Client acknowledges acting exclusively within the scope of its professional or commercial activity.

1.3 Any order placed with PotionLab implies full and complete acceptance of these GTCS. The Client's own general terms, whatever they may be, are expressly excluded, unless otherwise agreed in writing and explicitly by PotionLab.

1.4 Any derogation from these GTCS requires a prior written agreement between the parties. A clear and unreserved agreement by email constitutes a written agreement within the meaning of these GTCS.

1.5 PotionLab reserves the right to amend these GTCS at any time. The applicable GTCS are those in force at the time of order confirmation. Amendments will be notified to the Client by any written means (email included).

1.6 If any provision of these GTCS is declared null, invalid or unenforceable by a competent court, the remaining provisions remain fully in force. The void provision will be replaced by a valid provision reflecting as closely as possible the initial economic intent of the parties.

Article 2 — Orders and confirmation

2.1 The Client entrusts PotionLab with the production, brewing, blending, assembly, filling, labeling, packaging and/or delivery of beverages (beers, lemonades, iced teas, kombuchas, cold brews, cocktails, hard seltzers, flavored waters, energy drinks and any other beverage).

2.2 A standard order corresponds to a minimum of 500 litres of the same type of beverage, unless otherwise agreed in the quote. A maximum of two filling options (container format) is possible per beverage type and per production run.

2.3 The Client provides its recipe(s) to PotionLab at least 6 weeks before the scheduled production date, together with all relevant technical specifications (ingredients, allergens, filling requirements, can or container format, etc.).

2.4 PotionLab may offer the development of new recipes or the improvement of existing recipes. These R&D services are subject to specific invoicing agreed between the parties.

2.5 The order, price and specifications are detailed in a quote or commercial offer. The order becomes firm and final upon the Client's signature of the order confirmation (or its acceptance by email) and the full payment provided for in Article 5.

2.6 The Client undertakes to communicate in writing, at least 6 weeks before production, the final label design as well as the filling and packaging specifications.

2.7 In the event of a delay by the Client in providing any document, specification, label validation, recipe, ingredient or information necessary for production, PotionLab is authorized, at its sole discretion:

(a) to proceed with production according to the latest specifications provided, the Client accepting the result without recourse; or
(b) to postpone the order to the next available production slot, without any obligation to meet the initial deadline.

2.8 Production and delivery dates are provided for information purposes. The delivery date constitutes for PotionLab an obligation of means and not of result. A delivery delay does not under any circumstances give rise to any compensation, price reduction, or termination of the contract.

Validation of the recipe and shelf life

2.9 Before production begins, the Client validates and approves in writing (email accepted) the production sheet including:

(a) the complete recipe (ingredients, dosages, process);
(b) the production parameters (carbonation, pasteurization, target alcohol content, etc.);
(c) the Use-By Date (UBD) or Best-Before Date (BBD) proposed by PotionLab;
(d) the recommended storage conditions.

2.10 This validation constitutes a final and irrevocable acceptance. Once the Client has validated the production sheet, it assumes full liability for the recipe, the UBD/BBD and the suitability of the product for its target market. No subsequent claim relating to the validated recipe, the approved shelf life or the characteristics of a product conforming to the production sheet will be admissible.

2.11 If the Client does not validate the production sheet within 5 business days of receipt, the Client's silence constitutes unreserved approval of all the proposed parameters.

Article 3 — Cancellation by the client

3.1 Cancellation of a confirmed order is only possible in writing (email or registered letter).

3.2 Any cancellation, whatever its date or reason, results in fixed compensation of 100% of the total order amount. This compensation covers the reservation of production capacity, preparatory work, the procurement of raw materials, the printing of labels, lost profit and any loss suffered by PotionLab.

3.3 The full payment already made in accordance with Article 5 is never refundable and constitutes the compensation referred to in Article 3.2. No credit balance will be returned to the Client.

3.4 If additional costs have been incurred by PotionLab beyond the order amount (specific raw materials, tooling, additional labels, tests), these are invoiced in addition to the 100% compensation and are immediately payable.

Article 4 — Prices and revision

4.1 All prices communicated by PotionLab are expressed in euros, excluding VAT, excluding excise duties and excluding transport costs, unless explicitly stated otherwise.

4.2 Prices are valid for the period indicated on the quote. In the absence of any mention, the quote is valid for 30 calendar days.

4.3 PotionLab reserves the right to revise its prices in the event of a significant increase (greater than 5%) in the cost of raw materials, energy, transport, packaging or any regulatory charge. The Client will be informed in writing before production. In the event of disagreement, the Client may cancel the order not yet produced without compensation, except for sums already paid and costs already incurred.

4.4 Any additional service not provided for in the initial quote (label modification, format change, additional tests, extended storage, etc.) is invoiced separately according to the rates in force.

Article 5 — Invoicing and payment

5.1 The total order amount (100%) is invoiced upon order confirmation by the Client. This invoice must be settled before any production begins. PotionLab reserves the right not to schedule, prepare or execute the order until full payment has been received and credited to its bank account.

5.2 The order is only deemed firm and scheduled from the date of actual receipt of payment. Production and delivery lead times only begin to run from that date.

5.3 Payments are made by bank transfer to the account indicated on the invoice, without any deduction, set-off or withholding.

5.4 Sums paid are under no circumstances refundable, whatever the reason for non-performance, cancellation or modification of the order if attributable to the Client. In the event of cancellation, the provisions of Article 3 apply.

5.5 In the event of non-payment when due:

(a) Any unpaid sum automatically and without prior formal notice bears late-payment interest of 10.5% per year, calculated day by day from the due date.

(b) Fixed compensation of 10% of the unpaid amount is due, with a minimum of €150 excl. VAT, as damages for recovery costs, without prejudice to PotionLab's right to claim higher compensation upon proof of the actual damage suffered.

(c) PotionLab has the right to immediately suspend the performance of any current or future order, without notice or compensation.

(d) PotionLab may automatically terminate any current contract by simply sending a formal notice that remains without effect for 15 calendar days.

5.6 Any dispute of an invoice must be notified in writing within 8 calendar days of its receipt. After this period, the invoice is deemed fully and definitively accepted.

5.7 In the event of additional services not provided for in the initial quote (label modification, format change, additional tests, extended storage, etc.), these are subject to additional invoicing payable immediately upon receipt of the invoice, under the same conditions.

5.8 — Klarna 6× financing. For orders of 500 litres or more, the Customer may opt for financing spread over 6 monthly Klarna instalments, subject to the following conditions:

(a) Non-refundable processing fee of €250 excl. VAT, due upon Klarna's acceptance and invoiced by PotionLab.

(b) Financing interest of 4% per month on the balance, totalling approximately 24% over 6 months, included in Klarna's repayment plan.

(c) The credit contract is concluded directly between the Customer and Klarna; PotionLab is not party to it and bears no liability for the financing terms, refusals or Klarna defaults.

(d) Upon Klarna acceptance, production is scheduled from receipt of Klarna confirmation (equivalent to full payment per 5.2). If refused, the Customer must settle the order per standard terms 5.1 to 5.3.

(e) The Customer acknowledges having read and accepted Klarna's general terms (klarna.com). This option does not release the Customer from their obligations to PotionLab regarding the price due.

Article 6 — Excise duties and tax regulations

6.0 — Scope. This Article covers all products subject to excise duties produced or packaged by PotionLab, including beers, alcopops, hard seltzers, and wines (white, rosé, red), Crémant and any other vinous or sparkling product in 75cl bottle, can or keg (20/30/50L). Applicable excise rates vary by product category and alcohol content.

6.1 For deliveries in Belgium, delivery may take place with or without excise duties depending on the Client's status (authorized warehouse keeper, registered operator, etc.).

6.2 For deliveries outside Belgium, excise duties and customs formalities are the Client's exclusive responsibility, unless otherwise agreed in writing.

6.3 The Client is solely responsible for obtaining and maintaining all authorizations, approvals, licenses and excise numbers required in its country or region of marketing. PotionLab declines all liability in the event of the Client's lack of authorization.

6.4 Any change in excise rates, taxes or regulatory charges occurring between the quote date and the invoicing date will be passed on in full to the Client.

The Client's exclusive responsibility regarding excise duties

6.5 When the products are delivered under excise duty suspension (under cover of an administrative accompanying document — EAD/e-AD), the Client is solely and exclusively responsible for:

(a) the declaration and payment of excise duties to the competent authorities within the legal deadlines;
(b) the correct and timely discharge of the accompanying document;
(c) keeping the materials accounts in accordance with the applicable regulations;
(d) complying with all obligations related to its status as authorized warehouse keeper, registered operator or certified consignee.

6.6 In the event of non-payment, late payment or excise fraud by the Client, and if PotionLab is implicated for any reason whatsoever by the tax or customs authorities (in Belgium or abroad), the Client undertakes to:

(a) fully indemnify PotionLab for any fine, penalty, additional tax, late-payment interest, surcharge or judgment imposed on PotionLab;
(b) bear all of PotionLab's defense costs (lawyers, experts, legal fees);
(c) voluntarily intervene in any administrative or judicial proceedings to release PotionLab from liability.

6.7 PotionLab reserves the right to refuse any delivery under excise duty suspension if the Client cannot provide proof of its valid status as authorized warehouse keeper or registered operator, or in the event of serious doubt as to the Client's ability to meet its tax obligations. In such a case, delivery will be made with excise duties included and re-invoiced to the Client.

6.8 In the event of loss, theft, misappropriation or destruction of the products during transport under suspension arrangements, the Client is solely liable for the corresponding excise duties, unless it provides proof of force majeure within the meaning of Article 17.

Article 7 — Production, tolerances and quality

7.0 — Minimum order quantities (MOQ). The minimum production volume is 250 litres per batch for all products, except for beer which starts at a minimum of 1,000 litres due to specific fermentation constraints and the size of our dedicated tanks. Lower volumes are not guaranteed and may be refused or subject to a pricing surcharge.

7.1 PotionLab undertakes to maintain consistent quality as part of an obligation of means. The artisanal and semi-industrial production process involves variations inherent to the process.

7.2 The Client expressly accepts a production tolerance of ± 15 to 20% on:

(a) the total volume delivered (in litres and in units);
(b) the organoleptic characteristics (taste, color, turbidity);
(c) the labeling, dating, fill level, canning/bottling, packaging and palletizing parameters.

7.3 Variations within this tolerance do not in any way constitute a defect, flaw or contractual breach by PotionLab and do not give rise to any claim, compensation or replacement.

7.4 If the raw materials or ingredients are supplied in whole or in part by the Client, PotionLab provides no warranty as to the uniformity, quality, wholesomeness, taste or shelf life of the final product, even if the Client provides its own quality analyses or technical sheets.

7.5 The Client is solely responsible for the compliance of its ingredients with the food standards in force (AFSCA, EC Regulation 178/2002, etc.).

Carbonation, pressure and risk of bursting

7.6 Carbonated or fermented beverages are by nature subject to internal pressure variations. PotionLab implements carbonation controls in line with good industry practice. However, PotionLab declines all liability in the event of overpressure, deformation, leakage or bursting of a can or bottle resulting from:

(a) refermentation caused by non-compliant storage conditions (exposure to heat, sun, temperature above 25°C);
(b) a recipe supplied by the Client whose fermentation or residual sugar parameters are incompatible with the chosen packaging;
(c) improper handling of the products after delivery (impacts, freezing, incorrect storage);
(d) any addition, mixing or modification of the product by the Client or a third party after delivery.

Storage conditions

7.7 PotionLab recommends storage between 4°C and 20°C, away from direct light and heat sources. Any non-compliance with the recommended storage conditions releases PotionLab from all liability relating to the quality, pressure, safety or shelf life of the product.

7.8 The Client is required to inform its own customers, distributors, retailers and consumers of the applicable storage and preservation conditions. Non-compliance with this obligation by the Client or any third party in its distribution chain fully releases PotionLab from all liability.

Use-By Date (UBD) / Best-Before Date (BBD)

7.9 The shelf life is proposed by PotionLab on the basis of the recipe, the manufacturing process and the recommended storage conditions. The Client validates and approves this period as part of the production sheet (Article 2.9). From this validation, the UBD/BBD falls under the full liability of the Client.

7.10 PotionLab in no way guarantees the shelf life of the product. The UBD/BBD validated by the Client is an indicative estimate based on optimal storage conditions (Article 7.7) being strictly respected from end to end. The burden of proof that the entire preservation chain — from leaving production to the final consumer — has been fully respected rests exclusively with the Client.

7.11 In the event of premature product degradation (acidification, cloudiness, loss of carbonation, change in taste, refermentation), PotionLab is released from all liability and no replacement is due, unless the Client provides formal and irrefutable proof that (a) the recommended storage conditions were respected without interruption, and (b) the defect is exclusively attributable to a flaw in PotionLab's production process.

Subjective assessment of taste

7.12 The taste, aroma, color, turbidity and visual appearance of an artisanal beverage are by nature subject to normal variations from one batch to another and to subjective assessment. The fact that the Client or a consumer does not like the taste of a product conforming to the validated recipe does not under any circumstances constitute a defect, flaw or breach by PotionLab.

7.13 Only an objectively measurable organoleptic defect (proven microbiological contamination, presence of a foreign body, alcohol content outside the agreed specifications) can constitute a defect giving rise to replacement within the meaning of Article 11.

Products, materials and items of external origin (supplied by the Client or a partner)

7.14 PotionLab assumes no liability whatsoever for any finished or semi-finished products, ingredients, raw materials, additives, flavourings, gases, containers, packaging, labels or any other item not supplied by PotionLab itself — whether brought, supplied, imposed or delivered by the Client, by a partner of the Client or by any third party.

7.15 For such items of external origin, PotionLab acts solely as a processor/executant. PotionLab gives no warranty as to their quality, wholesomeness, safety, regulatory compliance, origin, traceability, stability, compatibility with the manufacturing process or the chosen packaging, or their effect on the final product. The Client remains solely and entirely responsible for these items and for all consequences of their use.

7.16 PotionLab may refuse, without compensation or any obligation to justify, to process any item of external origin that it considers, at its sole discretion, non-compliant, at risk or incompatible with its processes or regulatory obligations. Any defect, contamination, non-conformity or damage caused, even partially, by an item of external origin is the sole responsibility of the Client and excludes any replacement within the meaning of Article 11.

Article 8 — Labeling and content compliance

8.1 The Client provides PotionLab with its final label artwork in the required format. PotionLab orders the printing and re-invoices the cost to the Client. If the Client opts for a non-standard format, the additional cutting/tooling costs are borne by the Client.

8.2 The Client is solely and entirely responsible for the content of the label, including but not limited to: the sales name, the list of ingredients, the allergens, the nutritional information, the health claims, the legal notices, the regulatory warnings, the Green Dot logo, the sorting instructions, the barcode, the trademarks and any textual or graphic element.

8.3 PotionLab assumes no liability in the event of error, omission, regulatory non-compliance or infringement of third-party rights (trademarks, copyrights, patents) related to the content of the label or the Client's claims.

8.4 The Client is required to check the proof (BAT) of the label and to inform PotionLab of any correction within 5 business days. Absence of a response within this period constitutes final and irrevocable approval of the proof.

8.5 If late corrections by the Client cause a delay or require PotionLab to carry out separate labeling after the production date, a surcharge of €750 excl. VAT per 1,000-litre equivalent will be invoiced. The same surcharge applies in the event of late or incorrect delivery of roll labels supplied by the Client.

Colors, visual rendering and printing

8.6 The Client acknowledges and accepts that the colors reproduced on labels, cans and any printed packaging may vary from the original digital file, the on-screen display or a proof print. These variations are inherent to industrial printing processes (offset, digital, flexography) and to the media used (paper, aluminum, shrink film).

8.7 Differences in color, brightness, saturation, gloss, contrast or texture between the source file and the final printed product do not under any circumstances constitute a defect, flaw or contractual breach by PotionLab and do not give rise to any claim, replacement, compensation or price reduction.

8.8 Likewise, color variations from one batch to another (due to changes in ink batch, media, machine settings or printing supplier) are considered normal and accepted by the Client.

8.9 If the Client wishes for precise color rendering, it is the Client's responsibility to provide its files in CMYK with an ICC profile suited to the printing medium, and/or to provide Pantone references. Even in such a case, PotionLab does not guarantee 100% faithful reproduction and the deviations inherent to the industrial process remain accepted without recourse.

8.10 The Client is invited to validate a physical print sample (cromalin, contract proof) before production begins. In the absence of a sample request by the Client, approval of the digital proof (Article 8.4) constitutes final acceptance of the visual rendering, including the colors.

Choice of can format or container

8.11 The Client freely chooses the format and size of the container (sleek 15cl can, standard 25cl or 33cl, tall can 44cl or 50cl, bottle, keg) within the range of formats offered by PotionLab. This choice is validated by the Client in the order confirmation and/or the production sheet (Article 2.9).

8.12 The choice of format falls under the full liability of the Client. From validation, no format change is possible. The Client cannot invoke a format error, unsuitability for the intended market, a changed preference or an aesthetic disagreement to request a replacement, exchange, return or refund.

Design and graphic creation

8.13 The design of the label and any visual element (graphics, layout, typography, illustrations, photographs) falls under the full liability of the Client. The Client validates the final design before production; this validation is final and irrevocable. No claim relating to the validated design (aesthetics, graphic choices, element positioning, legibility, commercial relevance) will be admissible after production.

8.14 PotionLab is not a graphic design provider. If PotionLab offers, as an ancillary service, assistance with the creation or layout of the label, this service is provided "as is", without any warranty of aesthetic, commercial or regulatory result or of compliance with the Client's expectations.

8.15 In the event of a design service carried out by PotionLab or a provider mandated by PotionLab:

(a) The Client remains solely and entirely responsible for the final validation and content of the label, including the legal notices, allergens, claims and regulatory compliance.
(b) The Client expressly releases PotionLab from all liability regarding the aesthetic rendering, commercial appeal, suitability for the target market and commercial success of the design produced.
(c) Any request for modification after proof approval constitutes an additional service invoiced according to the rates in force.

Custom cans and packaging — No returns

8.16 Blank cans, printed cans, printed labels, custom packaging (cartons, sleeves, packs) and any packaging material ordered specifically for the Client are non-standard custom products.

8.17 Under no circumstances does PotionLab take back, exchange, refund or store free of charge:

(a) blank or printed cans ordered in surplus or unused;
(b) printed labels that are unused or have become obsolete (change of recipe, regulations, design);
(c) unused custom packaging (cartons, packs, sleeves);
(d) any packaging material specific to the Client.

8.18 If the Client wishes PotionLab to store unused packaging material (blank cans, labels, packaging), storage fees will be invoiced in accordance with Article 9.6 (€50 excl. VAT per pallet and per week commenced). After a period of 3 months without instruction from the Client, PotionLab reserves the right to destroy or recycle the material without compensation or notice.

Article 9 — Delivery and collection

9.1 The Client communicates in writing, at least 2 weeks before the dispatch date, the exact delivery address, the name and contact details of the contact person, as well as any time constraints.

9.2 The transfer of risk (loss, deterioration, theft, storage conditions) takes place when the goods are made available to the Client or the carrier, whether designated by the Client or by PotionLab. The goods travel at the Client's exclusive risk, including when transport is organized or invoiced by PotionLab.

Transport — Total exclusion of liability

9.3 PotionLab assumes no liability for any damage, loss, theft, breakage, deterioration, contamination, leakage, can bursting or alteration of the goods occurring during transport, whether organized by the Client, by PotionLab or by a third-party carrier.

9.4 Even when PotionLab organizes transport on behalf of the Client (as an additional service), PotionLab acts as a mere intermediary between the Client and the carrier. The carrier is solely responsible for the goods during transport. Any claim relating to transport must be addressed directly to the carrier by the Client.

9.5 It is the Client's responsibility to take out, at its own expense, transport insurance covering the value of the goods during shipment. The absence of transport insurance taken out by the Client cannot engage PotionLab's liability for any reason whatsoever.

9.6 The Client is required to take delivery or organize collection no later than the next business day following notification of availability. In the event of delay, storage fees of €50 excl. VAT per pallet and per week commenced will be invoiced, without prejudice to PotionLab's right to apply Article 10.3.

9.7 Transport costs are borne by the Client unless otherwise agreed. Collection at the production site (Click & Collect) is free.

9.8 Upon receipt, the Client is required to immediately check the apparent conformity of the goods (quantity, condition of packaging, integrity of cans/bottles). Any reservation must be noted on the delivery note or the carrier's slip and confirmed in writing to PotionLab within 48 hours.

9.9 As soon as the goods are taken over, the Client assumes full liability for the storage, transport, handling, distribution and marketing of the products. Any damage, alteration, contamination, deterioration or incident (including can bursting) occurring after the transfer of risk is borne exclusively by the Client.

9.10 The Client undertakes to store the products in accordance with the conditions recommended in Article 7.7 and to maintain full traceability of the batches (batch number, dates, storage locations, recipients) allowing a possible recall in accordance with Article 15.

Article 10 — Retention of title and treatment of unpaid products

10.1 The goods produced remain the exclusive property of PotionLab until full payment of all sums due (price, interest, costs, compensation).

10.2 As long as the transfer of ownership has not taken place, the Client is prohibited from reselling, transforming, pledging or disposing of the goods in any way whatsoever. Any proceeds from unauthorized resale will be deemed to belong to PotionLab.

Products not collected or not paid — Escalation at 3 weeks

10.3 In the event of non-payment and/or non-collection of the goods within 3 weeks of the notification of availability or of the invoice due date (whichever comes first), PotionLab sends the Client a formal notice by email granting a final period of 5 business days to make full payment and collection.

10.4 If, upon expiry of this final 5-day period, the Client has not paid for and/or collected the goods, PotionLab is authorized, automatically and without judicial authorization, to:

(a) resell the goods to third parties, under the Client's brand or in any other form, in order to limit its loss. The proceeds of the sale are applied to the Client's debt, after deduction of all costs incurred by PotionLab (storage, handling, marketing, transport);
(b) relabel the products under another brand or under the PotionLab brand and market them freely;
(c) destroy or recycle the goods if their resale proves impossible or unprofitable;
(d) use the Client's custom cans, labels and packaging for other orders or destroy them.

10.5 The exercise of one or more of the rights referred to in Article 10.4 does not in any way release the Client from its full payment obligation. The Client remains liable for:

(a) the full order price;
(b) accumulated storage fees (€50 excl. VAT per pallet and per week commenced, Article 9.6);
(c) late-payment interest (Article 5.5);
(d) the 10% fixed compensation (Article 5.5);
(e) any additional costs incurred by PotionLab (relabeling, destruction, recycling, resale costs).

10.6 If the proceeds of resale to third parties are lower than the total amount owed by the Client, the balance remains due by the Client. If the proceeds of resale are higher, any surplus (after deduction of all costs and compensation) will be returned to the Client.

10.7 PotionLab assumes no obligation of result regarding the resale of the goods and is not required to seek the best price. The decision to resell, relabel, destroy or recycle falls within the sole discretion of PotionLab.

Article 11 — No-refund and replacement policy

11.1 In the event of a proven production defect exclusively attributable to PotionLab (serious manufacturing flaw rendering the product unfit for consumption or marketing), PotionLab undertakes to replace the defective batch, in whole or in part, within a reasonable time.

11.2 Replacement is subject to the following cumulative conditions (all must be met):

(a) The defect was notified in accordance with Article 12 (claim within 48 hours).
(b) The Client has kept the defective products in their original storage conditions and holds them available to PotionLab for inspection and/or analysis.
(c) The Client provides documented and verifiable proof that the recommended storage conditions (Article 7.7) were strictly respected without interruption from delivery until the discovery of the defect (temperature records, photos, certificates).
(d) The defect is not attributable, even partially, to the Client (supplied ingredients, storage, transport, handling, product modification, labeling defect, etc.).
(e) The defect exceeds the production tolerance provided for in Article 7.2.
(f) The Client is up to date with all its payment obligations towards PotionLab.
(g) The Client holds valid product liability insurance and transport insurance in accordance with Articles 9.5 and 18.

11.3 Replacement constitutes the sole and only obligation of PotionLab. The Client expressly waives any request for refund, price reduction, indemnification, direct, indirect, incidental or consequential damages, loss of profit, loss of customers, harm to image or any other loss.

11.4 Sums paid and costs incurred are never refundable, whatever the cause of non-performance, cancellation or dispute.

11.5 In the event of a partial defect, only the defective part of the batch is replaced, within the limits of the quantity actually affected.

Contamination

11.6 In the event of microbiological or chemical contamination of a batch:

(a) If the contamination is of internal origin (PotionLab's production process, equipment, brewing water), PotionLab will replace the batch concerned in accordance with this article, without any refund.

(b) If the contamination results in whole or in part from ingredients or raw materials supplied by the Client, from non-compliant storage conditions or transport after delivery, or from any intervention by the Client or a third party on the product, no replacement is due and liability rests exclusively with the Client.

(c) In the event of doubt as to the origin of the contamination, PotionLab will have an analysis carried out by an independent laboratory whose conclusions will be decisive. The analysis costs are borne by the party whose liability is established.

Damaged cans and packaging defects

11.7 Physical defects of cans or bottles (dents, leaks, seaming defects) found before the transfer of risk (Article 9.2) and notified within the deadlines of Article 12 give rise to replacement of the defective units only.

11.8 Any physical damage found after the transfer of risk is presumed to result from transport, storage or handling by the Client or its agents. This presumption can only be rebutted by formal proof provided by the Client.

Place of intervention and return of products

11.9 The Client must bring back or have delivered at its own exclusive expense the products subject to a claim to PotionLab's production site, located at:

Avenue Georges Truffaut 38, 4020 Liège, Belgium

11.10 PotionLab only handles, examines and processes products physically present on its premises at the address above. No claim, replacement or intervention will be considered for products left at the Client's premises, at a third party, in a warehouse or in any other location.

11.11 The transport, handling, packaging and insurance costs related to the return of the products are entirely borne by the Client, whatever the outcome of the claim (justified or not).

11.12 If, after analysis, the claim is justified and gives rise to replacement, the replacement products will be made available to the Client at the same site (Avenue Georges Truffaut 38, 4020 Liège). Collection or reshipment of the replacement products is borne by the Client.

Article 12 — Claims

12.1 Any claim relating to an apparent defect (quantity, packaging, visible labeling) must be notified in writing (email to [email protected] AND registered letter) within 48 hours of receipt of the goods.

12.2 Any claim relating to a hidden defect (organoleptic quality, non-apparent manufacturing flaw) must be notified within 15 calendar days of receipt, or within 48 hours of the discovery of the defect if it could not reasonably have been detected earlier, with an absolute maximum period of 3 months after delivery.

12.3 Any claim must be accompanied by:

(a) the order number and the batch number;
(b) a precise and documented description of the defect (photos, analyses, samples);
(c) proof of storage conditions compliant with PotionLab's recommendations.

12.4 In the absence of a compliant claim within the periods and forms provided for, the goods are deemed definitively and unreservedly accepted. No subsequent claim will be admissible.

12.5 The submission of a claim does not release the Client from its payment obligations.

12.6 PotionLab reserves the right to have a counter-assessment carried out by an independent laboratory of its choice. In the event of an unfounded claim, the counter-assessment costs are borne by the Client.

Article 13 — Liability and limitations

13.1 PotionLab's liability, whatever its cause (contractual, extra-contractual, or other), is limited to cases of proven gross or intentional fault.

13.2 In any event, PotionLab's total and cumulative liability is capped at the amount invoiced excl. VAT for the order concerned, excluding any other sum.

13.3 PotionLab is in no case liable for:

(a) Indirect damages, including but not limited to: loss of turnover, loss of profit, loss of customers, loss of commercial opportunity, loss of data, harm to reputation or brand image.
(b) Consequential or incidental damages of any kind.
(c) Damages resulting from erroneous, incomplete or late information provided by the Client.
(d) Damages caused by the Client's non-compliance with the storage, transport, handling or marketing conditions of the products after delivery.
(e) Damages resulting from the Client's use of ingredients, raw materials or packaging that it supplied itself.

13.4 The storage of the Client's goods, raw materials or ingredients on PotionLab's premises is done entirely at the Client's own risk. PotionLab contracts no insurance obligation in this respect.

13.5 PotionLab is not liable for the consequences resulting from the Client's non-compliance with the regulations applicable in its marketing market (labeling, allergens, claims, marketing authorizations, etc.).

Obligation to mitigate damage

13.6 The Client has the obligation to take all reasonable measures to limit the extent of its damage (mitigation obligation). Any breach of this obligation will proportionally reduce the Client's right to replacement. The Client cannot under any circumstances worsen its situation through inaction and then attribute the consequences to PotionLab.

Status as production subcontractor — Product liability

13.7 The Client acknowledges and accepts that PotionLab acts exclusively as a production subcontractor (contract manufacturer / co-packer) and not as a "producer" or "placer on the market" within the meaning of European Directive 85/374/EEC on liability for defective products (and its transposition into Belgian law by the Act of 25 February 1991).

13.8 The Client, as trademark holder and party responsible for placing on the market, alone assumes the status of "producer" within the meaning of the said directive and of the applicable food legislation. The Client indemnifies and holds PotionLab harmless from any action, claim or judgment based on liability for defective products brought by a consumer or a third party, in accordance with Article 14.

Limitation period

13.9 Any action by the Client against PotionLab, whatever its nature (contractual, extra-contractual, product liability), is time-barred after a period of 12 months from the delivery of the goods concerned, or from the discovery of the damage if this is later, with an absolute limitation period of 24 months after delivery.

13.10 After these periods, no claim, request for replacement, judicial or extrajudicial action will be admissible.

Article 14 — Indemnification by the client

14.1 The Client undertakes to indemnify, defend and hold harmless PotionLab, its officers, employees and subcontractors, from any claim, action, lawsuit, judgment, fine, penalty, loss or damage (including lawyers' and legal fees) resulting directly or indirectly from:

(a) any breach by the Client of these GTCS;
(b) any non-compliance of the content of the label, the claims, the trademark or the design supplied by the Client;
(c) any infringement of third-party intellectual property rights by the Client (trademarks, patents, copyrights, designs and models);
(d) any claim by a final consumer or a third party related to the marketing, distribution, storage or use of the products after delivery;
(e) any regulatory non-compliance attributable to the Client (excise duties, authorizations, labeling, health claims, etc.);
(f) any contamination or defect related to the ingredients or raw materials supplied by the Client.

14.2 This indemnification obligation survives the end or termination of the contract.

Article 15 — Product recall

15.1 If a product recall (within the meaning of EC Regulation 178/2002 or Belgian food safety legislation) proves necessary:

(a) If the recall is attributable to PotionLab (manufacturing flaw in PotionLab's production process): PotionLab bears the replacement of the products in accordance with Article 11. The logistical costs of the recall itself (notification, physical recovery of the products, communication to consumers) are shared between the parties in good faith.

(b) If the recall is attributable to the Client (ingredients supplied by the Client, labeling defect, erroneous claim, inadequate storage after delivery, etc.): all recall costs are borne exclusively by the Client, including the cost of replacement production.

15.2 The Client undertakes to fully collaborate with PotionLab and the competent authorities (AFSCA) in any recall, traceability or health investigation procedure.

Article 16 — Intellectual property and confidentiality

Recipes — Ownership and exclusivity

16.1 Any recipe developed, formulated, improved or adapted by PotionLab (including its brewers, technicians or partners) remains the exclusive property of PotionLab, including the dosages, production parameters, fermentation times, carbonation curves and any associated know-how.

16.2 The Client benefits from a non-exclusive license to use the recipe for the production of its beverages at PotionLab only. This license is granted for the duration of the commercial relationship and ends automatically upon the cessation of the contractual relationship.

16.3 If the recipe was supplied in full by the Client (without PotionLab's involvement in its formulation), it remains the property of the Client. However, the production processes, technical execution parameters, process adaptations and PotionLab's know-how used to produce this recipe remain the exclusive property of PotionLab.

16.4 Without purchase of exclusivity:

(a) PotionLab is free to develop, produce and market similar, comparable or identical recipes for other clients, without restriction or notification.
(b) The Client cannot use, reproduce, transmit or have the recipe developed by PotionLab produced by a third party (competing brewery, co-packer, etc.).
(c) In the event of cessation of the contractual relationship, the Client loses all rights to use the recipe developed by PotionLab.

16.5 With purchase of exclusivity:

(a) PotionLab undertakes not to produce the specific and identical recipe for a third party during the period agreed in the exclusivity agreement.
(b) PotionLab retains the right to develop recipes of the same type or the same category (e.g. IPA, lemon lemonade, ginger kombucha) for other clients, provided that these recipes are not an identical copy of the exclusive recipe.
(c) The Client acquires the right to have the recipe produced by a third party in the event of cessation of the contractual relationship with PotionLab.
(d) Exclusivity is valid for the duration and conditions specified in the written agreement. In the absence of a stated duration, exclusivity is valid for 24 months and renewable by written agreement.
(e) Exclusivity ends automatically in the event of non-payment of the exclusivity supplement or termination of the contract due to the Client's breach.

16.6 In the event of a breach by the Client of Article 16.4(b) (use of the recipe with a competitor without purchase of exclusivity), the Client will be liable for fixed compensation of €25,000 excl. VAT per breach found, without prejudice to PotionLab's right to claim higher compensation upon proof of the actual damage suffered.

Designs and labels created by PotionLab

16.7 Any design, illustration, layout, graphic creation or label produced by PotionLab or a provider mandated by PotionLab remains the property of PotionLab until full payment of the order.

16.8 After full payment, the usage rights to the design are transferred to the Client for use exclusively related to the marketing of the products ordered. PotionLab retains a non-exclusive, free and unlimited right to use the design for portfolio, commercial reference, marketing and communication purposes (website, social media, presentations, etc.).

16.9 In the event of non-full payment or termination of the contract due to the Client's breach, PotionLab retains all rights to the design and the Client loses all usage rights. The Client must immediately cease all use of the design and remove it from all its communication media.

Photos, visuals and product content

16.10 All photos, visuals and content produced by PotionLab (product photography, renders, mockups, can visuals) are the exclusive property of PotionLab.

16.11 PotionLab grants the Client a free, non-exclusive license to use these visuals for the promotion and marketing of its products. This license is revocable in the event of termination of the contract due to the Client's breach.

16.12 PotionLab may freely and without restriction use these visuals for its own communication, its portfolio, its social media, its website, its commercial presentations and any other marketing medium.

Items supplied by the Client

16.13 The Client warrants that all items it supplies to PotionLab (trademark, logo, label, illustrations, photographs, texts, recipe, ingredients) are its property or that it holds the rights necessary for their use, and that they do not infringe any third-party intellectual property rights (trademarks, patents, copyrights, designs and models). In the event of infringement, Article 14 (indemnification) applies in full.

16.14 The Client grants PotionLab a free, non-exclusive and irrevocable license to use its trademark, logo and the visuals of its products for commercial reference and communication purposes by PotionLab, unless written objection is notified before the start of production.

Confidentiality

16.15 Each party undertakes to keep strictly confidential all technical, commercial, financial or strategic information of the other party, including the recipes, processes, pricing terms, business relationships and the content of the agreements concluded.

16.16 This confidentiality obligation continues for a period of 5 years after the end of the contractual relationship.

16.17 In the event of receipt of information manifestly not intended for a party, that party is required to immediately inform the other party and to return or destroy it.

16.18 Information which: (a) is or becomes public without fault of the receiving party; (b) was already in the receiving party's possession; (c) is communicated by an authorized third party; (d) must be disclosed by virtue of a legal obligation or a court decision — is not considered confidential.

Article 17 — Force majeure

17.1 Neither party will be held liable for non-performance or delay in the performance of its obligations in the event of force majeure.

17.2 The following constitute cases of force majeure, without limitation: natural disaster, fire, flood, pandemic, epidemic, war, act of terrorism, strike, lock-out, shortage of raw materials, supply disruption, failure of suppliers or subcontractors, major equipment breakdown, interruption of the logistics chain, government restrictions, embargo, sanctions, prolonged power cut, and any unforeseeable, irresistible event beyond the control of the parties.

17.3 The party invoking force majeure informs the other party as soon as possible and uses its best efforts to limit the consequences.

17.4 If force majeure continues beyond 3 months, each party may terminate the contract in writing, without compensation. Sums due for services already performed remain payable.

Article 18 — Client's mandatory insurance

18.1 The Client is required to take out and maintain in force, at its own expense, for the entire duration of the commercial relationship and for a period of 3 years after the last delivery, the following insurance:

(a) Product civil liability insurance (product liability) covering the risks related to the placing on the market, distribution, marketing and consumption of the beverages produced, including bodily, material and immaterial damage caused to consumers and third parties;
(b) Professional civil liability insurance (professional liability) covering its distribution and marketing activity;
(c) Transport insurance (Article 9.5) covering the value of the goods during shipment;
(d) Product recall insurance (strongly recommended) covering the costs of withdrawal, notification and destruction in the event of a health recall.

18.2 PotionLab may require the Client, at any time and before each production, to provide a valid insurance certificate stating the coverage taken out, the coverage amounts and the validity period. The Client has 5 business days to provide this certificate.

18.3 The failure to provide the insurance certificate within the deadline, or the manifest insufficiency of the coverage, constitutes a serious breach authorizing PotionLab to:

(a) immediately suspend any current production or delivery;
(b) refuse any new order;
(c) terminate the contract automatically in accordance with Article 23;

all without compensation or liability of PotionLab. Sums already paid remain acquired.

18.4 PotionLab's insurance exclusively covers its production activity on its premises. It does not cover damage occurring after delivery, collection, transfer of risk, nor damage related to the transport, storage, distribution or consumption of the products.

18.5 The Client undertakes to ensure that its insurance policies contain a waiver of recourse clause against PotionLab for any loss covered by the said policies.

Article 19 — Communication and publicity

19.1 The Client cannot publicly communicate about its relationship with PotionLab, use the PotionLab name, logo or brand, or refer to PotionLab in its marketing materials, without the prior written authorization of PotionLab.

19.2 PotionLab reserves the right to use the name, logo and visuals of the Client's products as a commercial reference (portfolio, website, social media), unless the Client objects in writing notified before the start of production.

Article 20 — Data protection (GDPR)

20.1 The personal data collected as part of the commercial relationship (name, address, email, phone, VAT number) is processed by PotionLab in accordance with the General Data Protection Regulation (GDPR — EU 2016/679) and the Belgian Act of 30 July 2018.

20.2 This data is processed for the purposes of performing the contract, invoicing, managing the client relationship and complying with PotionLab's legal obligations (in particular tax and food traceability).

20.3 The Client has a right of access, rectification, erasure, restriction and portability of its data, which it may exercise via the chat on our website.

20.4 The data is retained for the duration of the contractual relationship and for the applicable legal retention period (minimum 7 years for accounting and tax data, 10 years for food traceability).

Article 21 — Regulatory and criminal compliance

21.1 The Client declares and warrants that the products it markets comply with all laws, regulations and standards applicable in its distribution markets, including in particular: food regulations, labeling, nutritional and health claims, regulations on alcoholic beverages, excise duties, environmental standards and consumer law.

21.2 The Client undertakes not to use PotionLab's products for illicit or fraudulent purposes, contrary to public order or morality.

21.3 In the event of criminal, administrative or regulatory proceedings brought against PotionLab and resulting from a breach attributable to the Client (misleading labeling, false claims, lack of authorization, excise fraud, etc.), the Client undertakes to fully guarantee and indemnify PotionLab in accordance with Article 14.

21.4 The Client acknowledges that PotionLab acts as a production subcontractor (contract manufacturer) and that liability for placing on the market rests exclusively with the Client as holder of the trademark and marketing authorization.

Change of regulations after production

21.5 If a change in regulations (food, labeling, excise, environmental, health or other) occurs after production and renders the delivered products non-compliant, this non-compliance is borne exclusively by the Client. PotionLab cannot be held liable or obliged to take back, replace, relabel or modify products already manufactured due to a regulatory change subsequent to production.

21.6 It is the Client's responsibility to inquire, before each order, about the state of the regulations applicable in its target markets and to anticipate announced regulatory developments. PotionLab has no obligation of regulatory monitoring on behalf of the Client.

Export — Client's exclusive responsibility

21.7 For any product intended to be marketed outside Belgium, the Client is solely and exclusively responsible for the compliance of the product (recipe, labeling, packaging, claims, composition, alcohol content, authorized additives, UBD, legal notices) with the standards and regulations in force in the country or region of destination.

21.8 PotionLab produces in accordance with the Belgian and European regulations in force at the time of production. PotionLab in no way guarantees the compliance of the products with foreign, non-European or market-specific regulations (FDA, Codex Alimentarius, local standards, etc.).

21.9 The Client undertakes to obtain, at its own expense, all the export certificates, import authorizations, health registrations and approvals required in its target markets. The failure to obtain these documents cannot engage PotionLab's liability.

Health, organic, vegan claims and certifications

21.10 The Client is solely and entirely responsible for any claim placed on the label or used in the marketing of the product, including but not limited to:

(a) the nutritional and health claims within the meaning of Regulation (EC) No 1924/2006;
(b) the "organic", "biological", "bio" mentions and any reference to an organic production method (Regulation (EU) 2018/848);
(c) the "vegan", "plant-based", "vegetarian", "lactose-free", "gluten-free" mentions and any claim relating to the absence of an ingredient or allergen;
(d) the labels, certifications and appellations (PDO, PGI, Fair Trade, Rainforest Alliance, etc.).

21.11 PotionLab holds no organic, vegan or other label certification unless otherwise stated in writing. If the Client wishes to place such a mention, it is the Client's responsibility to ensure that the entire production chain (ingredients, process, packaging) complies with the requirements of the label concerned and to provide proof thereof to PotionLab. PotionLab cannot guarantee the compliance of its facilities or processes with certifications it does not hold.

21.12 Any false, misleading, unauthorized claim or claim not compliant with the applicable regulations is the exclusive responsibility of the Client. In the event of proceedings, a fine or a conviction related to a claim by the Client, Article 14 (indemnification) applies in full.

Fines, sanctions and administrative costs

21.13 If PotionLab is subject to a fine, penalty, tax, surcharge, periodic penalty or administrative or criminal sanction from the AFSCA, customs, the FPS Finance, the FPS Economy, the DGCCRF (France), or any other national or European authority, due to a breach attributable to the Client, the Client undertakes to:

(a) fully reimburse PotionLab the amount of the fine or sanction within 15 days of notification;
(b) bear all of PotionLab's defense and representation costs (lawyers, experts, travel, legal fees);
(c) indemnify PotionLab for any direct or indirect loss suffered (suspension of activity, loss of license, harm to reputation, commercial loss).

21.14 This indemnification obligation applies in particular in the event of:

(a) fraud or irregularity regarding excise duties (non-payment, late payment, false declaration, diversion of destination);
(b) non-compliant or misleading labeling placed on the market by the Client;
(c) unauthorized claims (health, organic, vegan, etc.);
(d) lack of authorization of the Client (beverage retail license, excise number, AFSCA approval);
(e) non-compliance with export standards in the country of destination.

Right to suspend and halt production

21.15 PotionLab reserves the right to immediately suspend or halt production, packaging or delivery of an order if PotionLab has serious reasons to believe that:

(a) the Client's recipe, ingredients or claims are non-compliant with the food regulations in force;
(b) the Client's label contains illegal, misleading or dangerous mentions;
(c) the Client does not hold the necessary authorizations (excise duties, AFSCA, license);
(d) production could expose PotionLab to a criminal, administrative, health or reputational risk;
(e) the Client is suspected of fraud (tax, excise, commercial).

21.16 This suspension or halt gives rise to no compensation, no replacement and no refund for the Client. Sums already paid remain acquired by PotionLab. PotionLab will inform the Client of the reasons for the suspension as soon as possible.

21.17 If the Client regularizes the situation (obtaining the missing authorization, correcting the label, providing proof of compliance), production may resume within a reasonable time, subject to the availability of the production schedule.

Article 22 — Non-solicitation

22.1 During the entire duration of the contractual relationship and for a period of 24 months following its end, the Client is prohibited from soliciting, recruiting, hiring or attempting to poach, directly or indirectly, any employee, collaborator, subcontractor or supplier of PotionLab.

22.2 In the event of a breach of this article, the Client will be liable for fixed compensation of €25,000 excl. VAT per breach found, without prejudice to PotionLab's right to claim higher compensation upon proof of the actual damage suffered.

Article 23 — Termination

23.1 PotionLab may automatically terminate any current contract, without compensation and without prejudice to its other rights, by simple written notification, in the following cases:

(a) non-payment of an invoice within 15 days of a formal notice;
(b) serious breach of these GTCS by the Client;
(c) opening of insolvency, judicial reorganization, bankruptcy or liquidation proceedings against the Client;
(d) cessation of the Client's activity;
(e) conduct of the Client harming the reputation or legitimate interests of PotionLab.

23.2 In the event of termination attributable to the Client, all sums due become immediately payable. Sums already paid remain acquired by PotionLab and are not refundable.

Article 24 — Final provisions and jurisdiction

24.1 These GTCS constitute the entire agreement between the parties concerning their subject matter and replace any prior agreement, negotiation or document, oral or written.

24.2 In the event of contradiction between these GTCS and any other document (purchase order, quote, correspondence), these GTCS prevail, unless otherwise derogated in writing and explicitly by PotionLab.

24.3 The fact that PotionLab does not exercise a right provided for by these GTCS does not constitute a waiver of that right. Any waiver must be express and written.

24.4 These GTCS are governed by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

24.5 In the event of a dispute, the parties undertake to seek an amicable solution for a period of 30 calendar days from the written notification of the dispute. The parties refrain from any legal action or conservatory measure during this period, except in cases of proven urgency.

24.6 In the absence of an amicable resolution, any dispute shall be subject to the exclusive jurisdiction of the courts of the judicial district of Liège, including in the event of multiple defendants, third-party proceedings or summary proceedings.