GENERAL TERMS AND CONDITIONS OF SALE

Preamble and General Information

This document sets out the general terms and conditions of sale (hereinafter, the "Conditions" or "T&C") applicable to the purchase of products sold through the website https://www.omegor.com/ (hereinafter, the "Website").

The Website is owned and operated by:

U.G.A. Nutraceuticals S.r.l. – sole-member limited liability company Registered office: Via Leonardo Da Vinci 129/C, 06024 Gubbio (PG), Italy Tax Code and VAT number: 02801680543 Fully paid-up share capital: EUR 80,000 Certified email (PEC): UGANUTRACEUTICALS@LEGALMAIL.IT Email: info@uganutraceuticals.com (hereinafter, the "Seller").

The Seller markets food supplements and nutraceutical products under the "Omegor" brand through the Website (hereinafter, the "Products").

Sales made through the Website are governed by applicable Italian and European law on electronic commerce, with particular reference to: (i) Legislative Decree of 9 April 2003, no. 70; (ii) Legislative Decree of 6 September 2005, no. 206 (the "Consumer Code"), where applicable; (iii) the Italian Civil Code.

These Conditions govern all sales made through the Website.

Service Recipients

The purchase of Products through the Website is permitted exclusively to persons who are at least 18 (eighteen) years of age and who act as: (i) "Consumers", within the meaning of art. 3, paragraph 1, letter a) of the Consumer Code, i.e. natural persons acting for purposes unrelated to any entrepreneurial, commercial, professional or craft activity; or (ii) "Professionals", i.e. natural or legal persons acting in the exercise of their entrepreneurial, commercial, craft or professional activity. The entry of a VAT number during the purchase process constitutes a suitable element to qualify the buyer as a Professional. Where a purchase is made by a Professional, the provisions of the Civil Code and the specific clauses set out in these T&C for that category shall apply, excluding the mandatory protections provided by the Consumer Code for Consumers.

The term "Customer" shall be used, unless otherwise specified, to refer collectively to both Consumers and Professionals.

Acceptance of the Conditions

The Customer is required to read these Conditions carefully before placing an order on the Website. Submitting an order implies full knowledge and unreserved acceptance of these T&C. The applicable Conditions are those in force on the date the order is transmitted. The Seller reserves the right to modify or update these Conditions at any time. Any amendments will take effect from the date of publication on the Website and will apply exclusively to orders transmitted after that date.

For each completed order, the Customer will receive a confirmation email containing a link to view and download the applicable Conditions, so that they may be stored on a durable medium.

Subject Matter of the Contract

These Conditions govern the distance selling of "Omegor" branded Products available on the Website.

The essential characteristics of the Products are described in the relevant information sheets available on the Website. Product images and descriptions are provided for illustrative purposes only; minor non-substantial differences do not constitute a lack of conformity.

The Products sold are food supplements. The information on the Website does not replace the advice of a doctor or other qualified healthcare professional. The Customer is required to carefully check the ingredients, directions for use and warnings shown on the Product packaging.

Registration and Purchase Methods

The Customer may make purchases: (i) after creating a personal account on the Website; (ii) as a "guest", without creating an account.

Account creation is free of charge and is permitted exclusively to natural persons (not bots or automated systems) who are at least 18 (eighteen) years of age, have full legal capacity to act and enter into contracts, and hold a valid email address.

The Customer is responsible for the accuracy, truthfulness and completeness of the data entered during the account creation and purchase process.

All purchase orders placed by the Customer and transmitted to the Seller must be fully completed and must contain the elements necessary for the exact identification of the Customer, the Products ordered and the delivery address.

The Customer is responsible for correctly entering their personal, tax and delivery details. The Seller cannot be held liable for any errors, delays or failed deliveries resulting from inaccurate or incomplete information provided by the Customer.

Contract Formation and Order Acceptance

The submission of an order by the Customer constitutes a contractual offer.

Following transmission of the order, the Customer may receive an automatic acknowledgement of receipt. Such communication is for informational purposes only and does not constitute acceptance of the contractual offer.

The purchase contract is deemed concluded and binding on both parties exclusively at the moment the Customer receives, at the email address provided during the purchase process, a communication from the Seller confirming acceptance of the order.

The Seller reserves the right to accept or reject the order within a reasonable time of receipt, subject to verification of the accuracy of the data provided, the regularity of payment and the absence of anomalies or fraud indicators.

In the event of non-acceptance of the order, the Seller will promptly notify the Customer and, where payment has already been made, will arrange for a full refund of the amounts paid without undue delay, using the same payment method used for the purchase, unless otherwise agreed between the parties.

Product Availability

All Product orders are subject to availability.

The Website is updated continuously and automatically to ensure the closest possible correspondence between the Seller's actual stock and the availability shown online.

However, simultaneous access by multiple users and the simultaneous possibility of placing orders may alter the availability of a Product as displayed to a Customer at the time of submitting an order. Therefore, the Seller does not guarantee the definitive allocation of ordered goods until the moment the order acceptance is confirmed.

For certain Products that are subject to promotions or special offers, the Seller reserves the right to accept orders while reducing the quantities requested, after notifying the Customer. If the Customer does not accept the proposed modification, the order will be deemed cancelled.

The Seller may cancel an order in the event of unavailability, including supervening unavailability, of the Products. In such cases, the Customer will be notified by email that the contract has not been concluded and that the Seller has not fulfilled the order, specifying the reasons.

If payment has already been made, the Seller will refund the amount paid using the same payment method used for the purchase, unless otherwise agreed between the parties, and will notify the Customer of the refund by email.

Prices, Taxes and Shipping Costs

All Product prices shown on the Website are expressed in euros.

For purchases made by Consumers, prices include VAT where applicable.

For purchases made by Professionals, prices may be displayed and/or calculated differently from those applicable to Consumers.

The possible application of VAT and the relevant rate are determined in accordance with the tax legislation applicable at the time of purchase and the Customer's classification.

Shipping costs are borne by the Customer and are shown separately during the purchase process, prior to completion of the order. They vary based on: (i) the destination country; (ii) the total order value; (iii) any current promotions.

Any free shipping thresholds, where provided, are shown on the Website and apply under the conditions specified therein.

For shipments to non-EU countries, the price of the Products does not include any customs duties, local taxes or other import charges, which are borne exclusively by the Customer. Such amounts, if due, will be requested by the competent authorities or by the carrier handling delivery.

The Seller is not responsible for any additional costs arising from the application of customs regulations in the destination country.

Prices published on the Website may be subject to change at any time; it is understood that the applicable price is the one shown at the time of submitting the order.

Any obvious or recognisable errors in a published price are not binding on the Seller, who may cancel the order after promptly notifying the Customer.

Delivery Times and Methods

The Seller delivers the purchased Products to the address provided by the Customer during the purchase process, using carriers selected at its own discretion.

Deliveries are made to the Italian territory, to European Union countries and to any additional countries indicated on the Website.

Delivery times indicated on the Website or in the order confirmation are to be considered as estimates only. The Seller undertakes to deliver the Products within an estimated period of 7 (seven) working days from order confirmation, unless otherwise indicated and subject to unforeseen events or delays beyond the Seller's control. In any event, for purchases made by Consumers, delivery will take place without unjustified delay and in any case within a maximum period of 30 (thirty) days from the conclusion of the contract, pursuant to art. 61 of the Consumer Code, except in cases of force majeure or unforeseeable circumstances.

At the time of dispatch, the Customer will receive a shipment tracking number and the relevant link to monitor its status.

In the event of a delivery delay not attributable to the Customer, the Consumer may request the Seller to make delivery within an additional period appropriate to the circumstances. If that period elapses without delivery, the Consumer will be entitled to terminate the contract and obtain a refund of the amounts paid.

The refund will be made using the same payment method used for the purchase, unless otherwise agreed between the parties.

Shipments to Non-EU Countries and Customs Charges

For shipments to non-EU countries, any customs duties, local taxes, import duties or other charges provided for by the laws of the destination country are the exclusive responsibility of the Customer.

The Customer is responsible for paying such charges to the competent authorities or to the carrier.

Purchases made by Consumers

In the event of non-payment of duties or refusal of the shipment, the Seller may recover from the Consumer only the costs actually incurred and documented for shipping, storage, return or destruction of the goods. Any refund will be made net of such documented costs.

Purchases made by Professionals

In the event of non-payment of duties or refusal of the shipment, the Professional shall be required to fully reimburse the Seller for all costs incurred for shipping, storage, return, destruction of the goods and any other related charges. The Seller's right to claim compensation for greater damages is reserved.

Shipping Errors and Damage During Transport

Upon delivery, the Customer must check the integrity of the package.

In the event of a visibly damaged, tampered with, or numerically inconsistent package, the Customer must: (i) immediately report the irregularity to the carrier; (ii) sign the transport document with the notation "ACCEPTED WITH RESERVATION".

This procedure protects the Customer in the event of anomalies discovered after opening the package (e.g. damaged or missing Product).

The Customer must promptly notify the Seller by email, attaching photographic evidence of the damage or error.

For purchases made by Consumers, the risk of loss or damage to the Products transfers to the Consumer at the moment when the Consumer, or a third party designated by the Consumer other than the carrier, physically takes possession of the Products. For purchases made by Professionals, the risk transfers upon delivery to the carrier.

Upon receipt of the notification, the Seller will assess the case and, where the relevant conditions are met, will authorise replacement or refund. Any returned Product must be intact, in its original packaging and adequately packed.

Failure to follow the above procedures may result in the loss of the right to replacement or refund, except where these are mandatory rights granted to the Consumer by applicable law.

Reporting of Defects and Legal Warranty

Purchases made by Consumers

The Seller is liable to the Consumer for any lack of conformity existing at the time of delivery of the Product and manifesting within 2 (two) years from that date, pursuant to arts. 128 et seq. of the Consumer Code.

A Consumer who identifies a lack of conformity may notify the Seller by written communication to the contact details set out in these Conditions, stating: (i) order number; (ii) detailed description of the defect found; (iii) photographic documentation, where applicable.

Where the defect cannot be visually documented (e.g. smell, consistency or other perceptible characteristics), the Consumer must describe the problem in detail, providing all information useful for its assessment.

The warranty does not apply where the defect results from: (i) improper use of the Product; (ii) incorrect storage; (iii) failure to follow the instructions on the label; (iv) external causes not attributable to the Seller.

In the presence of a duly ascertained lack of conformity, the Consumer is entitled, at their choice, to repair or replacement of the Product, unless the requested remedy is impossible or disproportionately costly.

If repair or replacement is not possible or is not carried out within a reasonable time, the Consumer may request a proportional price reduction or termination of the contract, unless the defect is minor.

Any authorisation to return the Product does not constitute an acknowledgement of the defect, which will be verified upon receipt of the goods.

Purchases made by Professionals

For purchases made by Professionals, the provisions of the Civil Code on sale apply. The Professional must report any defects within 8 (eight) days of discovery, pursuant to art. 1495 of the Civil Code, by written communication to the Seller containing: (i) order number; (ii) description of the defect; (iii) photographic documentation, where possible; (iv) copy of the fiscal document.

The warranty is limited to replacement of the defective Product or, alternatively, to a price reduction or termination of the contract in the cases provided for by law. Any liability for indirect damages, loss of profit or consequential damages is excluded, except in cases of fraud or gross negligence by the Seller. Authorisation to return does not constitute acknowledgement of the defect.

Right of Withdrawal

Consumer's right of withdrawal

Pursuant to arts. 52 et seq. of the Consumer Code, the Consumer has the right to withdraw from the contract without stating any reason within 14 (fourteen) days from the date on which the Consumer, or a third party designated by the Consumer, acquires physical possession of the Products.

Withdrawal must be exercised by written communication sent to the contact details set out in these Conditions, containing: (i) first name and surname; (ii) order number; (iii) the Product(s) in respect of which withdrawal is being exercised.

The Consumer must return the Products within 14 (fourteen) days of the withdrawal notice. Return shipping costs are borne by the Consumer.

The Product must be returned: (i) intact; (ii) unused beyond normal inspection; (iii) in its original packaging, where possible; (iv) adequately packed.

The Consumer is liable for any diminution in value of the goods resulting from handling other than what is necessary to establish the nature, characteristics and functioning of the goods. The Seller will process the refund within 14 (fourteen) days of receiving the withdrawal notice, and may withhold the refund until the goods have been received or the Consumer has provided proof of having shipped them.

The refund will be made using the same payment method used for the purchase, unless otherwise agreed.

Exclusions from the right of withdrawal

Pursuant to art. 59, paragraph 1, letter e) of the Consumer Code, the right of withdrawal is excluded for sealed Products that are not suitable for return for reasons of hygiene or health protection and that have been opened after delivery. In particular, withdrawal may not be exercised where the security seal has been removed or the Product has been used in a manner that compromises its resalability.

Purchases made by Professionals

For purchases made by Professionals, the right of withdrawal is excluded, unless otherwise agreed in writing between the parties.

Payment Methods

Payment for the Products may be made by the following methods: credit and debit cards via electronic payment systems managed by third-party providers selected by the Seller; PayPal; bank transfer; cash on delivery (where available for the destination country).

The Seller reserves the right to restrict or exclude certain payment methods depending on the destination country or the order amount.

In the case of payment by bank transfer, the order will be processed only after the amount has been effectively credited to the Seller's bank account. The Customer must include the order number in the payment reference.

In the case of cash on delivery, the Customer must pay the amount due directly to the carrier at the time of delivery, in accordance with the methods accepted by the carrier.

The Seller has no access to the payment instrument data used by the Customer, which are managed directly by the payment service providers.

In the event of non-payment, incomplete payment or irregular payment, the Seller reserves the right to suspend or cancel the order.

Transactions made through the Website are carried out in compliance with applicable regulations on electronic payment security and personal data protection.

Credit and debit card payments are managed by payment providers selected by the Seller (such as, by way of example, PayPal), which adopt security protocols and encryption systems compliant with applicable international standards.

Payment instrument data are processed directly by the payment service providers through secure connections and are in no way stored or processed by the Seller.

The Seller does not have access to the full credit card details or payment credentials of the Customer.

Recurring Purchase

The Website allows, for certain Products, the activation of a recurring purchase (hereinafter, "Subscription"), which provides for the automatic and recurrent dispatch of the Products selected by the Customer, according to the chosen frequency (where available) and at the prices indicated at the time of subscription.

At the time of subscribing, the Customer acknowledges and accepts that: (i) the first order will be processed according to the selections made during the purchase; (ii) subsequent orders will be automatically generated and charged at the chosen frequency, unless cancelled.

The Customer may modify or cancel the Subscription at any time, without penalty, by accessing their account/personal area or through the tools available on the Website and/or via communications sent by the Seller.

It is understood that, where cancellation occurs when a subsequent order is already being processed or has already been handed to the carrier, that specific order may not be cancellable and will therefore be delivered to the Customer.

Cancellation will in any event take immediate effect with regard to subsequent renewals, resulting in the termination of the Subscription and no further automatic orders being generated.

With regard to any order already dispatched, the Customer may exercise withdrawal rights (where applicable) or other remedies provided for in these Conditions.

Any price changes arising from list price modifications or tax changes will be communicated to the Customer before the next order is charged; in that case the Customer may cancel the Subscription before renewal.

For purchases made by Consumers, the mandatory provisions of the Consumer Code remain applicable.

Limitations of Liability

The Seller cannot be held liable for delays or failure to perform its contractual obligations where such delays or failures are due to force majeure events or circumstances that are unforeseeable and outside its reasonable control.

By way of example and without limitation, the following constitute force majeure events: natural disasters, fires, explosions, strikes, lockouts, interruptions to transport or communication services, orders of public authorities, pandemics, wars, difficulties in the supply of raw materials, and any other circumstance not attributable to the Seller.

The Seller shall furthermore not be held liable, except in cases of fraud or gross negligence, for service disruptions or malfunctions connected with the use of the Internet, the e-commerce platform or electronic payment systems that are not directly attributable to its own conduct.

For purchases made by Professionals, the Seller's liability is in any case limited to the value of the disputed order and is excluded for indirect damages, loss of profit, reputational harm or other consequential losses, except in cases of fraud or gross negligence.

The Seller's liability to Consumers within the mandatory limits provided by applicable law remains unaffected.

Intellectual Property Rights

The Website, the "Omegor" brand, and the content on the Website (including by way of example: texts, images, photographs, logos, graphics, layouts, graphic elements, videos, databases, software, source code and scripts) are owned by or licensed to the Seller and are protected by national and international intellectual property and industrial property laws.

Any reproduction, even partial, distribution, modification, transmission, publication, reuse or exploitation of the Website's content without the prior written consent of the Seller is prohibited.

The possible use on the Website of third-party trademarks or logos does not imply any endorsement, partnership or association between the Seller and the holders of the relevant rights, unless expressly stated.

Applicable Law and Dispute Resolution

These Conditions and the contracts concluded through the Website are governed by Italian law.

Consumers resident in the European Union may use the alternative dispute resolution (ADR) mechanisms provided for by applicable legislation.

Jurisdiction

For any dispute relating to the application, interpretation or performance of a contract concluded through the Website, where the Customer is a Consumer, jurisdiction lies with the court of the Consumer's place of residence or domicile pursuant to the Consumer Code.

For disputes arising between the Seller and a Professional in connection with a contract concluded through the Website, including those concerning its existence, validity or termination, prior to any legal proceedings, the parties shall refer the matter to the specialised mediation body "Mediatori del Digitale" of ADR INTESA S.r.l. https://mediatorideldigitale.it/, in accordance with the body's rules in force at the time of filing the application. If mediation fails, the disputes shall be subject to the exclusive jurisdiction of the Court of Milan, with the express exclusion of any other competing jurisdiction.

Customer Service

For any information, clarification or assistance, the Customer may contact the Seller's Customer Service at the contact details shown on the Website or at the email address: info@uganutraceuticals.com.

Reviews

Reviews relating to Products and the purchasing experience may be published on the Website.

Reviews are collected and managed through the "Opinew" platform or equivalent tools.

Following the purchase of a Product, the Customer may receive, approximately 10 (ten) days after delivery, an email requesting a review. Reviews submitted in response to such a request are associated with an order recorded in the Seller's system and may be classified as reviews from customers who have made a purchase.

The Seller takes reasonable measures to ensure transparency regarding how reviews are collected, but does not guarantee that all published reviews come exclusively from customers who have purchased the Product through the Website.

Published reviews represent the personal opinions of users and do not in any way constitute a guarantee of specific results from using the Products.

The Seller reserves the right not to publish or to remove reviews that are offensive, unlawful, defamatory or manifestly irrelevant.

Final Provisions

The possible invalidity or ineffectiveness of one or more provisions of these Conditions shall not affect the validity of the remaining clauses, which shall remain fully valid and effective.

The Seller's failure to exercise a right provided for in these Conditions shall not constitute a waiver of that right.

These Conditions constitute the entire agreement between the parties with regard to the subject matter of the contract and supersede any prior understanding, whether written or oral.