The private company with a standard structure plnktn. B.V. (hereinafter: plnktn.) is registered with the Chamber of Commerce under number 80162487 and is located at Anthony Fokkerweg 21 (1059CN) in Amsterdam.

Article 1 - DEFINITIONS

1. In these general terms and conditions, the following terms are used in the following meanings, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer for the supply of Products by the Seller to which these conditions are inextricably linked.
3. Company: The natural person or legal entity acting in the exercise of a profession or business.
4. Consumer: The natural person who is not acting in the exercise of a profession or business.
5. Buyer: The Company or Consumer who enters into an Agreement (at a distance) with the Seller.
6. Agreement: The purchase agreement (at a distance) that relates to the sale and delivery of Products purchased by the Buyer from plnktn.
7. Products: The Products offered by plnktn. are: algae products (and related products) that can contribute in various ways to a balanced lifestyle.
8. Seller: The provider of Products to the Buyer, hereinafter: plnktn.

ARTICLE 2 - APPLICABILITY

1. These general terms and conditions apply to every Offer from plnktn. and every Agreement between plnktn. and a Buyer and to every Product offered by plnktn.
2. Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, plnktn. will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on plnktn.'s website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations, these general terms and conditions may be deviated from if explicitly agreed upon in writing with plnktn.
4. These general terms and conditions also apply to additional, amended, and subsequent agreements with the Buyer. Any general and/or purchasing conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly null and void or are annulled, the remaining provisions of these general terms and conditions will remain in force, and the null and void/annulled provision(s) will be replaced by a provision with the same purport as the original provision.
6. Ambiguities regarding the content, interpretation, or situations not regulated in these general terms and conditions should be assessed and interpreted in the spirit of these general terms and conditions.
7. If these general terms and conditions refer to she/her, this should also be understood as a reference to he/him/his, if and insofar as applicable.

ARTICLE 3 - THE OFFER

1. All offers made by plnktn. are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been recorded in writing.
2. The Offer made by plnktn. is without obligation. plnktn. is only bound by the Offer if the acceptance thereof is confirmed by the Buyer in writing within 30 days, or because the Buyer has already paid the due amount. Nevertheless, plnktn. has the right to refuse an Agreement with a potential Buyer for a reason deemed valid by plnktn.
3. The Offer contains an accurate description of the Product offered with corresponding prices. The description is sufficiently detailed so that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind plnktn. Any images and specific data in the Offer are merely an indication and cannot be a ground for any compensation or dissolution of the (distance) Agreement.
4. Delivery times and deadlines stated in plnktn.'s Offer are indicative and do not entitle the Buyer to dissolution or compensation in case of exceeding them, unless expressly agreed otherwise.
5. A composite quotation does not oblige plnktn. to deliver part of the items included in the offer or Offer at a part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid while stocks last, and according to the first-come, first-served principle.

ARTICLE 4 - CONCLUSION OF THE AGREEMENT

1. The Agreement is concluded at the moment the Buyer has accepted an Offer from plnktn. by paying for the relevant Product.
2. An Offer can be made by plnktn. via the website.
3. If the Buyer has accepted the Offer by entering into an Agreement with plnktn., plnktn. will confirm the Agreement with the Buyer in writing, or at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, plnktn. is not bound by it.
5. plnktn. is not bound by an Offer if the Buyer could reasonably have expected or should have understood or ought to have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for Buyers who are a Company. Buyers who are a Consumer have the right to exercise their right of withdrawal within the legal term. If withdrawal is applicable, the Buyer will handle the Product and packaging with care. They will only unpack or use the Product to the extent necessary to determine the nature, characteristics, and functioning of the Product. The direct costs for returning the Product are for the Buyer's account.
7. Products that cannot be returned due to a limited shelf life and/or seal are excluded from the right of withdrawal. This is explicitly stated in the Offer. This also applies to Products that are subject to a rapid spoilage process.

ARTICLE 5 - SUBSCRIPTIONS

1. The Agreement with plnktn. can also be in the form of a subscription. The subscription is entered into for the duration chosen by the Buyer.
2. The subscription can be canceled immediately if no automatic direct debit has been set up. If an automatic direct debit has been set up, the Buyer must cancel the subscription at least one week before the automatic direct debit takes place.
3. Cancellation is effected by an unambiguous written notice, or at least by e-mail to plnktn. If the Client does not cancel the subscription in time, no already paid amounts will be refunded, unless otherwise agreed.
4. The Agreement is tacitly renewed monthly for a period of one month, unless the Client or «CompanyShortName» has terminated the Agreement in writing.

ARTICLE 6 - EXECUTION OF THE AGREEMENT

1. plnktn. will execute the Agreement to the best of its knowledge and ability.
2. If and insofar as a proper execution of the Agreement requires it, plnktn. has the right to have certain work performed by third parties at its own discretion.
3. The Buyer shall ensure that all data, which plnktn. indicates are necessary or which the Buyer should reasonably understand to be necessary for the execution of the Agreement, are provided to plnktn. in a timely manner. If the data required for the execution of the Agreement are not provided to plnktn. in time, plnktn. has the right to suspend the execution of the Agreement.
4. In the execution of the Agreement, plnktn. is not obliged or required to follow the instructions of the Buyer if this changes the content or scope of the Agreement. If the instructions result in additional work for plnktn., the Buyer is obliged to reimburse the additional or incidental costs accordingly.
5. plnktn. may require security from the Buyer, or full prepayment, before proceeding with the execution of the Agreement.
6. plnktn. is not liable for damage, of whatever nature, caused by plnktn. relying on incorrect and/or incomplete data provided by the Buyer, unless plnktn. was aware of this inaccuracy or incompleteness.
7. The Buyer indemnifies plnktn. against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.

ARTICLE 7 - DELIVERY

1. If the commencement, progress, or (completion) of the Agreement is delayed because, for example, the Buyer has not provided all requested information or not on time, provides insufficient cooperation, the (down) payment has not been received by plnktn. on time, or any other delay arises due to circumstances beyond plnktn.'s control, plnktn. is entitled to a reasonable extension of the (completion) period. All agreed (completion) periods are never strict deadlines. The Buyer must give plnktn. written notice of default and grant it a reasonable period to still (complete) the delivery. The Buyer is not entitled to any compensation due to the delay.
2. The Buyer is obliged to take delivery of the goods at the moment they are made available to them according to the Agreement, even if they are offered earlier or later than agreed.
3. If the Buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, plnktn. is entitled to store the goods at the expense and risk of the Buyer.
4. If the Products are delivered by plnktn. or an external carrier, plnktn. is, unless otherwise agreed in writing, entitled to charge any delivery costs. Within the Netherlands, plnktn. does not charge delivery costs. If the Buyer has a subscription for the Products, these delivery costs will be included in the subscription rate.
5. If plnktn. requires data from the Buyer in the context of the execution of the Agreement, the delivery time will only commence after the Buyer has made all data necessary for the execution available to plnktn.
6. If plnktn. has specified a delivery period, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
7. plnktn. is entitled to deliver the goods in parts, unless this has been deviated from by Agreement or the partial delivery has no independent value. plnktn. is entitled to invoice the thus delivered separately.
8. Deliveries will only be carried out if all invoices have been paid, unless expressly agreed otherwise. plnktn. reserves the right to refuse delivery if there is a well-founded fear of non-payment.

ARTICLE 8 - PACKAGING AND TRANSPORT

1. plnktn. undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries are inclusive of VAT, including packaging and packaging material.
3. Acceptance of goods without comments or remarks on the waybill or receipt serves as proof that the packaging was in good condition at the time of delivery.

ARTICLE 9 - INSPECTION, COMPLAINTS

1. The Buyer is obliged to inspect the delivered goods at the time of delivery, but in any case within 14 days after receipt of the delivered goods, but only to the extent necessary to assess whether they will keep the Product. The Buyer should then examine whether the quality and quantity of the delivered goods correspond with the Agreement and whether the Products meet the requirements that apply to them in normal (commercial) traffic. The Product cannot be returned if the packaging (stand-up pouch) has been opened due to spoilage. Only the packaging material may be opened.
2. The Buyer is obliged to investigate and inform themselves how the Product should be used and, for personal use, to test the Product in accordance with the instructions for use. plnktn. accepts no liability for incorrect use of the Product by the Buyer.
3. Any visible defects or shortcomings must be reported to plnktn. in writing at info@plnktn.com after delivery. The Buyer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days after discovery but no later than 6 months after delivery. In case of damage to the Product due to careless handling by the Buyer themselves, the Buyer is liable for any depreciation of the Product.
4. If a complaint is made in time in accordance with the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this can only be done with the prior written permission of plnktn. in the manner indicated by plnktn.
5. If the Consumer exercises their right of withdrawal, they will return the Product and all accessories, insofar as reasonably possible, in their original condition and packaging to plnktn., in accordance with plnktn.'s return instructions. The direct costs for return shipments are for the account and risk of the Buyer.
6. plnktn. is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will take place.
7. Refunds to the Buyer will be processed as soon as possible, but payment may take up to 30 days after receipt of the return shipment. Refunds will be made to the previously specified bank account number.
8. If the Seller exercises its right to complain, it is not entitled to suspend its payment obligation or to set off outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to plnktn., plnktn. will, after a request from the Buyer, send the missing Product(s) or cancel the remaining order. The receipt confirmation of the Products is leading in this. Any damage suffered by the Buyer as a result of the (deviating) size of the delivery cannot be recovered from plnktn.

ARTICLE 10 - PRICES

1. During the validity period of the Offer, the prices of the offered Products will not be increased, except in the event of changes in VAT rates.
2. The prices stated in the Offer include VAT, unless expressly stated otherwise.
3. The prices mentioned in the Offer are based on the cost factors applicable at the time of concluding the Agreement, such as: import and export duties, freight and unloading costs, insurance, and any levies and taxes.
4. If there are Products or raw materials for which there are price fluctuations on the financial market and over which plnktn. has no influence, plnktn. may offer these Products with variable prices. The Offer will state that the prices are indicative and may fluctuate.

ARTICLE 11 - PAYMENT AND COLLECTION POLICY

1. Payment should preferably be made in advance in the currency in which it is invoiced via the indicated method.
2. Payment for subscriptions is made by means of an automatic direct debit for which the Buyer has explicitly given permission. If the Buyer has opted for a monthly bank transfer (iDeal or credit card) for the payment of their subscription, a monthly invoice will be sent. Payment must be made within 14 days of the invoice date.
3. The Buyer cannot derive any rights or expectations from a previously issued estimate, unless the parties have explicitly agreed otherwise.
4. The Buyer must pay in full to the account number and data of plnktn. made known to them. Parties can only agree on a different payment term after explicit and written permission from plnktn.
5. If a periodic payment obligation of the Buyer has been agreed, plnktn. is entitled to adjust the applicable prices and rates in writing, observing a term of 3 months.
6. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the Buyer, plnktn.'s claims against the Buyer are immediately due and payable.
7. plnktn. has the right to have the payments made by the Buyer first reduce the costs, then reduce the accrued interest, and finally reduce the principal sum and the current interest. plnktn. can, without thereby being in default, refuse an offer of payment if the Buyer indicates a different order of allocation. plnktn. can refuse full repayment of the principal sum if the accrued and current interest as well as the costs are not also paid.
8. When the Buyer does not fulfill their payment obligation and has not fulfilled their obligation within the stipulated payment term of [number] days, the Buyer, being a Company, is in default. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still fulfill the payment obligation, with a statement of the extrajudicial costs if the Consumer does not fulfill their obligations within that term, before they fall into default.
9. From the date that the Buyer is in default, plnktn. will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full satisfaction and reimbursement of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the schedule from the decision on compensation for extrajudicial collection costs of July 1, 2012.
10. If plnktn. has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also for the Buyer's account.

ARTICLE 12 - RETENTION OF TITLE

1. All goods delivered by plnktn. remain the property of plnktn. until the Buyer has fulfilled all subsequent obligations from all Agreements concluded with plnktn.
2. The Buyer is not authorized to pledge or encumber in any other way the goods subject to retention of title if ownership has not yet fully transferred.
3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform plnktn. thereof as soon as can reasonably be expected.

Should plnktn. wish to exercise its ownership rights as referred to in this article, the Buyer hereby grants plnktn., or third parties designated by plnktn., unconditional and irrevocable permission and authorization to enter all locations where plnktn.'s property is located and to take back those items.

plnktn. has the right to retain the Product(s) purchased by the Buyer if the Buyer has not (fully) met their payment obligations, despite an obligation for plnktn. to transfer or deliver. After the Buyer has fulfilled their obligations, plnktn. will endeavor to deliver the purchased Products as soon as possible, but no later than within 20 working days, to the Buyer.

Costs and other (consequential) damages as a result of retaining the purchased Products shall be borne by the Buyer and shall be reimbursed to plnktn. by the Buyer upon first request.

ARTICLE 13 - WARRANTY

plnktn. guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness, and the legal rules/regulations at the time the Agreement was concluded. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly informed the Seller in writing of this use at the time of entering into the Agreement.

ARTICLE 14 - PRODUCT USAGE INSTRUCTIONS

Buyers of Products must follow plnktn.'s regulations and instructions.

1. The Buyer must store the Products carefully. If applicable, the Products must be stored in a closed package.
2. plnktn. explicitly disclaims all liabilities and claims from the Buyer and/or third parties who have suffered (physical) damage due to the use of the Products. The Products should only be used in accordance with the usage instructions and never exceed the daily amount. In case of medication use, the Buyer must always consult their general practitioner.
3. Any advice given by plnktn. regarding the use of the Products is general and non-binding in nature. Each Buyer must assess, on their own responsibility, whether the product is suitable for them. In case of doubt, contact should be made with the Buyer's general practitioner for an assessment of use in the specific case.
4. The Product must be kept out of reach of young children. In addition, the Products must be stored dry, sealed, and at room temperature (15-25 °C).
5. plnktn. recommends consulting an expert before using the supplement in case of pregnancy, lactation, medication use, and in case of doubt about hypersensitivity to one of the ingredients.
6. In the event of an allergic reaction, stop use immediately.

ARTICLE 15 - SUSPENSION AND DISSOLUTION

1. plnktn. is authorized to suspend the fulfillment of obligations or to dissolve the Agreement if the Buyer fails to fulfill the (payment) obligations arising from the Agreement, or fails to do so in full.
2. Furthermore, plnktn. is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer fails to comply, or fails to comply properly, with the obligations arising for them from any Agreement concluded with plnktn., in a timely manner.
3. Moreover, plnktn. is authorized to dissolve the Agreement, or have it dissolved, without prior notice of default if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or can no longer be reasonably and fairly demanded, or if other circumstances arise that are of such a nature that unaltered continuation of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, plnktn.'s claims against the Buyer become immediately due and payable. When plnktn. suspends the fulfillment of obligations, it retains its claims under the law and the Agreement.
5. plnktn. always reserves the right to claim damages.

ARTICLE 16 - LIMITATION OF LIABILITY

1. If the performance of the Agreement by plnktn. leads to liability of plnktn. towards the Buyer or third parties, that liability is limited to the costs charged by plnktn. in connection with the Agreement, unless the damage was caused by intent or gross negligence. plnktn.'s liability is in any case limited to the amount of damage that is maximally paid out by the insurance company per event per year.
2. plnktn. is not liable for consequential damages, indirect damages, loss of profit and/or suffered loss, missed savings and damage as a result of the use of the delivered Products is excluded. For Consumers, a limitation applies in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. plnktn. is not liable for and/or obliged to repair damage caused by (incorrect) use of the Product. plnktn. provides strict maintenance and usage instructions that must be followed by the Buyer. All damage to Products as a result of use is explicitly excluded from liability (this includes signs of wear, damage from use, fall damage, light and water damage, theft, loss, etc.).
4. plnktn. is not liable for damage that is or may be the result of any act or omission based on (incomplete and/or incorrect) information on the website(s) or linked websites.
5. plnktn. is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
6. plnktn. does not guarantee a correct and complete transmission of the content of and by/on behalf of plnktn. sent email, nor for its timely receipt.
7. All claims of the Buyer due to shortcomings on the part of plnktn. lapse if these have not been reported in writing and with reasons to plnktn. within one year after the Buyer was or could reasonably have been aware of the facts on which they base their claims. All claims of the Buyer lapse in any case one year after the termination of the Agreement.

ARTICLE 17 - FORCE MAJEURE

1. plnktn. is not liable if it cannot fulfill its obligations under the Agreement due to a force majeure situation, nor can it be held to fulfill any obligation if it is hindered as a result of a circumstance not attributable to its fault and not for its account under the law, legal act or generally accepted views.
2. Force majeure shall in any case include, but is not limited to what is understood in law and jurisprudence regarding it, (i) force majeure of plnktn.'s suppliers, (ii) failure to properly fulfill obligations by suppliers prescribed or recommended by the Buyer to plnktn., (iii) defects in goods, equipment, software or materials from third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunication facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in plnktn.'s company and (xi) other situations which, in plnktn.'s opinion, fall outside its sphere of influence and prevent the fulfillment of its obligations temporarily or permanently.
3. plnktn. has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after plnktn. should have fulfilled its obligation.
4. Parties can suspend the obligations from the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
5. Insofar as plnktn. has by now partially fulfilled its obligations under the Agreement or will be able to fulfill them at the time the force majeure occurs, and independent value is attached to the part already fulfilled or to be fulfilled, plnktn. is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

ARTICLE 18 - TRANSFER OF RISK

The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a company, at the moment the goods leave plnktn.'s warehouse. For Consumers, the aforementioned risk transfers to the Buyer when the Products are provided into the Buyer's possession. This is the case when the Products have been delivered to the Buyer's delivery address.

ARTICLE 19 - INTELLECTUAL PROPERTY RIGHTS

1. All intellectual property rights and copyrights of plnktn. rest exclusively with plnktn. and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties any documents on which plnktn.'s intellectual property rights and copyrights rest, without plnktn.'s explicit prior written consent. If the Buyer wishes to make changes to goods delivered by plnktn., plnktn. must explicitly approve the proposed changes.
3. The Buyer is prohibited from using the Products on which plnktn.'s intellectual property rights rest in any way other than as agreed in the Agreement.

ARTICLE 20 - PRIVACY, DATA PROCESSING AND SECURITY

1. plnktn. handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, plnktn. will inform the data subject about this.
2. If plnktn. must provide for the security of information under the Agreement, this security will meet the agreed specifications and a security level that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

ARTICLE 21 - COMPLAINTS

1. If the Buyer is not satisfied with plnktn.'s Products and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than within 14 calendar days after the relevant event that led to the complaint. Complaints can be reported via info@plnktn.com with the subject line "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the Buyer for plnktn. to be able to process it.
3. plnktn. will respond substantively to the complaint as soon as possible, but no later than within 14 calendar days of receipt of the complaint.
4. Parties will try to reach a solution together.

ARTICLE 22 - APPLICABLE LAW

1. Dutch law applies to every Agreement between plnktn. and the Buyer. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
2. In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always be decisive. plnktn. has the right to unilaterally amend these general terms and conditions.
3. All disputes arising from or in connection with the Agreement between plnktn. and the Buyer shall be settled by the competent court of the Midden-Nederland District Court, Almere location, unless provisions of mandatory law lead to the jurisdiction of another court.

Amsterdam, January 6, 2024