Terms & Conditions

Effective as of August 12th, 2026

These General Terms and Conditions of Sale (the “Terms”) govern the use of the AVEA business-to-business ordering portal at b2b.avea-life.com (the “Portal”) and all sales of AVEA products (the “Products”) made through it. By registering for a Portal account or placing an order, the business customer (the “Customer”) accepts these Terms.

1.  Scope, Parties and Contracting Entity

1.1 These Terms apply exclusively to business customers acting in the course of their trade, business or profession. They do not apply to consumers, and no statutory consumer rights (including any right of withdrawal) arise under them.

1.2 The Products are sold by one of two AVEA entities, depending on the delivery destination:

• For deliveries to Switzerland: AV Longevity Distribution (Schweiz) GmbH, Schöntal 634, 9308 Lömmenschwil, Switzerland; commercial register no. CHE-468.624.055; VAT CHE-468.624.055 MWST (the “Swiss Seller”); and

• For deliveries to all other countries: AV Longevity Distribution OÜ, Narva mnt 5, 10117 Tallinn (Harjumaa), Estonia; registry code 17383005; VAT EE102931080 (the “EU Seller”).

1.3 The applicable selling entity (the “Seller”) is determined by the delivery address stated in the order and is identified on the order confirmation and invoice. Each contract is concluded solely with that Seller; no other AVEA entity is a party to it.

1.4 Where an individual reseller or distribution agreement has been signed between the Customer and an AVEA entity by an authorised signatory, that agreement prevails over these Terms in the event of conflict (see clause 16).

2.  Eligibility and B2B Account

2.1 Access to the Portal requires an approved B2B account. AVEA may grant, decline or revoke account approval at its discretion, in particular where the Customer’s business, resale channels or intended use are not compatible with AVEA’s brand and distribution policy.

2.2 The Customer must provide a valid VAT identification number (or equivalent business registration) before an account is activated. The Customer is responsible for keeping its account and tax data accurate and up to date.

2.3 Login is passwordless: access is granted via a one-time code sent to the registered contact email address. The Customer is responsible for the security of that email account and for all orders placed through its Portal account.

3.  Prices

3.1 Portal prices are net wholesale prices exclusive of VAT, stated in EUR (or in CHF for supplies by the Swiss Seller), and exclusive of shipping, customs duties, import VAT and any other charges except where expressly stated otherwise.

3.2 The minimum order value for wholesale pricing is EUR 500 (or the CHF equivalent). Delivery is free of charge for orders at or above the minimum order value, unless stated otherwise on the order confirmation.

3.3 AVEA may adjust Portal prices with reasonable prior notice. Price adjustments do not affect orders already confirmed.

3.4 Recommended retail prices (RRP), where communicated, are non-binding recommendations only. See clause 9 (Resale and pricing freedom).

4.  Orders and Conclusion of Contract

4.1 Product listings and prices on the Portal are an invitation to treat, not a binding offer. An order placed by the Customer constitutes an offer to purchase.

4.2 No contract is formed, and AVEA is under no obligation to supply, until the Customer receives a positive order confirmation from the Seller. AVEA reserves the right to decline or cancel any order in whole or in part, in which case any payment already made for the declined part will be refunded.

4.3 AVEA may make acceptance of an order or of account activation conditional on completion of onboarding steps, including a signed reseller or distribution agreement and provision of required documentation.

5.  Payment

5.1 Unless individually agreed otherwise in writing, orders are payable via the Portal in the invoiced currency. Any payment terms, credit limits or early-payment discounts apply only where expressly granted to the Customer’s account.

5.2 If the Customer is in default of payment, AVEA may charge default interest at the applicable statutory rate and suspend further deliveries and Portal access until outstanding amounts are settled.

6.  Delivery, Passing of Risk and Retention of Title

6.1 Delivery times stated on the Portal are estimates. Partial deliveries are permitted where reasonable.

6.2 AVEA arranges and, for orders at or above the minimum order value, bears the cost of carriage to the delivery address stated in the order. Risk of loss of or damage to the Products passes to the Customer upon delivery to that address. Deliveries into Switzerland are made Delivered Duty Paid (DDP, Incoterms® 2020); deliveries within the EU are made Delivered at Place (DAP, Incoterms® 2020). Customs and import handling are set out in clause 6.3 (Switzerland) and clause 7 (EU).

6.3 For deliveries into Switzerland, the Swiss Seller acts as importer of record: it clears the Products for import, bears the import duties and import VAT at the border, and recovers the import VAT as input tax. Swiss VAT is charged on the Swiss Seller’s invoice to the Customer and is recoverable as input tax by VAT-registered Swiss Customers. The Customer is not the importer of record for such deliveries.

6.4 The Products remain the property of the Seller until all amounts due for the relevant order have been paid in full (retention of title), to the extent permitted by the applicable law.

7.  VAT and Cross-border Supplies

7.1 Supplies by the EU Seller to VAT-registered Customers in other EU member states are generally treated as intra-Community supplies (reverse charge); the Customer must provide a valid VAT-ID and is responsible for correct VAT treatment in its country. Where local rules require VAT to be charged (e.g. certain domestic supplies), it will be added.

7.2 The Customer is responsible for the correct declaration and payment of all taxes, duties and levies arising in its jurisdiction in connection with the purchase and resale of the Products.

7.3 For deliveries into Switzerland, the Swiss Seller charges Swiss VAT on its invoice; import handling is set out in clause 6.3.

8.  Inspection, Defects and Returns

8.1 The Customer must inspect the Products immediately on receipt and note any transport damage on the delivery documents. Defects must be notified to the Seller in writing within three (3) working days of receipt (obvious defects) or of discovery (hidden defects).

8.2 For validly notified defects, the Seller may, at its option, replace the affected Products or issue a credit for the purchase price. As these are B2B sales, no consumer right of return or withdrawal applies; any goodwill return arrangement requires the Seller’s prior written agreement.

8.3 Products must be stored and handled in accordance with any storage instructions. Claims are excluded for defects caused by improper storage, handling or resale conditions on the Customer’s side.

9.  Resale and Pricing Freedom

9.1 The Customer is free to determine its own resale prices for the Products. AVEA does not set, fix or impose any minimum or fixed resale price and does not impose minimum advertised prices.

9.2 Any recommended retail price (RRP) communicated by AVEA is a non-binding recommendation only. AVEA may also communicate a maximum resale price. AVEA will not make any advantage, discount, support or continued supply conditional on the Customer following a recommended price, and will not apply pressure or sanctions if the Customer deviates from it.

10.  Online Sales and Advertising

10.1 The Customer remains free to sell the Products online, including via its own website or webshop, and to advertise online. Nothing in these Terms restricts the Customer’s effective use of the internet as a sales or advertising channel.

10.2 Any specific and lawful restrictions — for example on the use of named third-party online marketplaces, or on bidding on AVEA brand terms as paid-search keywords — apply only where expressly agreed in the Customer’s individual reseller or distribution agreement, and only to the extent permitted under applicable competition law. Such restrictions are not imposed by these Terms.

11.  Intellectual Property and Brand Usage

11.1 All trademarks, logos, product names, images, texts and other materials relating to AVEA are and remain the property of AVEA or its licensors. No rights are transferred except a limited, revocable, non-exclusive right to use AVEA-supplied materials for the purpose of reselling genuine AVEA Products.

11.2 The Customer must present the brand correctly, including the spelling “AVEA” in capitals and correct product names (e.g. “Stabiliser” with an “s”). The Customer must not alter AVEA marks or materials beyond straightforward translation, or use brand or product imagery not supplied or approved by AVEA, without AVEA’s prior written consent.

11.3 The Customer must not repackage, relabel, tamper with or alter the Products or their packaging, batch codes or best-before dates.

12.  Confidentiality

12.1 Non-public information exchanged in connection with the business relationship — including prices, conditions, volumes and commercial terms — is confidential and must not be disclosed to third parties or used for any purpose other than the performance of the relationship, except where disclosure is required by law.

13.  Data Protection

13.1 Each party complies with applicable data protection law, including the EU GDPR and the Swiss FADP, when processing personal data in connection with the Portal and orders. AVEA’s privacy notice is available at https://b2b.avea-life.com/pages/privacy-policy.

14.  Liability

14.1 To the extent permitted by law, AVEA is not liable for indirect or consequential loss, loss of profit, or loss of business, and AVEA’s aggregate liability arising from an order is limited to the value of that order.

14.2 Nothing in these Terms limits liability for intent, gross negligence, injury to life, body or health, or any liability that cannot be limited under mandatory applicable law (including statutory product liability).

15.  Term, Suspension and Termination of Account

15.1 AVEA may suspend or close a Portal account, and decline to confirm orders, where it reasonably considers that the Customer’s use of the account may harm AVEA, its brand or its distribution network, or where the Customer is in material breach of these Terms or of an individual agreement.

15.2 Closure of an account does not affect orders already confirmed, which remain governed by these Terms.

16.  Relationship to Individual Agreements

16.1 Where the Customer has entered into an individual reseller or distribution agreement with an AVEA entity, signed by an authorised signatory, that agreement governs the substance of the partnership (including any territory, exclusivity, purchase and advertising terms). These Terms apply to Portal use and ordering mechanics and, in case of conflict, yield to the individual agreement.

17.  Amendments to these Terms

17.1 AVEA may amend these Terms with reasonable prior notice, for example by posting an updated version on the Portal. The version in force at the time an order is confirmed applies to that order.

18.  Entire Agreement, Severability, No Waiver

18.1 These Terms, together with any applicable individual agreement, constitute the entire agreement between the parties in relation to their subject matter and supersede any prior oral or written arrangements. Any amendment to an individual agreement requires written form signed by an authorised representative of the relevant AVEA entity.

18.2 If any provision is or becomes invalid, the remaining provisions remain in force, and the invalid provision is replaced by a valid provision closest to its commercial intent.

19.  Governing Law and Jurisdiction

19.1 Contracts with the Swiss Seller are governed by Swiss law, excluding the CISG and conflict-of-law rules; the exclusive place of jurisdiction is St. Gallen, Switzerland.

19.2 Contracts with the EU Seller are governed by the law of Estonia, excluding the CISG and conflict-of-law rules; the exclusive place of jurisdiction is Tallinn, Estonia. Mandatory competition law of the European Union (Article 101 TFEU and Reg. (EU) 2022/720) applies where the supply may affect trade between EU member states.