Termos e Condições de Venda

NESTLÉ PORTUGAL,UNIPESSOAL, LDA| Nespresso Professional

Terms and Conditions of Sale

“MY PLAN Nespresso Professional”

1. PLAN

a) The Parties enter into these Terms and Conditions of Sale (hereinafter ‘the Plan’), whereby NESPRESSO provides the CUSTOMER, on a loan basis coffee machine(s), and offer visibility materials and a capsule dispenser, in the model(s) shown below (hereinafter ‘Equipment’):

b) A NESPRESSO will send the CUSTOMER a new pack of cups, saucers and spoons in proportion to the Plan chosen, each year of the renewed contract. Sugar will be available in proportion to each order and depend on a minimum order of 200 capsules.

c) The Equipments are loan to the CUSTOMER by monthly payment of the following amounts:

i. fixed amount for technical assistance services, recycling and visibility materials (hereinafter the ‘Service Fee’),

ii. variable value depending on the minimum consumption required by the chosen Equipment at the capsule price on the date of dispatch of the order (prices on the date of acceptance of the Terms in Appendix I):

d) NESPRESSO reserves the right to change the price of coffee per capsule in ‘Appendix I’ at any time, namely in the following circumstances: i) due to external, natural and/or social factors; ii) market, financial and structural reasons that require NESPRESSO to change the price of coffee sold to its CUSTOMERS.

e) For the purposes of the previous item, NESPRESSO will notify the CUSTOMER in writing, the grounds for the change and the new price list, to the email addresses indicated by the CUSTOMER in these terms, at least 15 (fifteen) days before the date on which it takes effect.

f) The Plan begins on the date of acceptance of these Terms and the duration corresponds to the machine model chosen by the CUSTOMER: :

g) The Plan is renewed automatically and successively for six-monthly periods, up to a limit of 5 (five) years, unless notice is given by either Party, 30 (thirty) days prior to the end of the initial period or any of its renewals, to the email addresses or by registered letter with acknowledgement of receipt, to the addresses indicated by the Parties in these Terms.

h) When renewing these Terms, the CUSTOMER reserves the right to choose another Plan option provided by NESPRESSO.

i) The CUSTOMER may not use logos and images owned by NESPRESSO in the decoration of its establishments, except with prior written authorization from NESPRESSO. For this purpose, must send all the designs, mock-ups and other documentation for the materials to be produced.

j) During the term of these Terms, the CUSTOMER is obliged to consume NESPRESSO® brand capsules in the machines that NESPRESSO has delivered to the Client as a loan.

2. CONSUMPTION AND EASY ORDER

a) The CUSTOMER undertakes to purchase the monthly consumption of capsules associated with the Plan described in paragraph c) ii. with an Easy Order.

b) The Easy Order consists of a monthly delivery of a product on a date selected by the CUSTOMER.

c) The CUSTOMER must choose the date on which they wish to receive their monthly Easy Order, as well as its content (variety of capsules) at the time of accepting these Terms. This may be increased and/or changed 3 (three) days prior to the date scheduled for automatic dispatch of the Easy Order.

d) All Easy Orders are invoiced on the date of dispatch by NESPRESSO and the payment obligation is due on that date.

e) If one of the products included in the Easy Order is currently unavailable, NESPRESSO will inform you in the dispatch notification and will send the other products requested. The CUSTOMER will not be charged for any product(s) not in stock.

f) The CUSTOMER may suspend the monthly Easy Order mentioned in the previous item for a maximum period of 2 (two) months of the total duration of the Plan, but is obliged to extend it for the period corresponding to the suspension.

g) When the monthly Easy Order is suspended due to non-payment of invoices, the total duration of the Plan is extended by the period corresponding to the suspension period.

3. LOAN

a) NESPRESSO will deliver on loan and install the equipment chosen by the client in the establishment covered by these Terms in return for the obligations assumed by the CUSTOMER.

b) NESPRESSO will remain the owner of the equipment for the duration of these Terms.

c) The equipments installed by NESPRESSO is used for the sale of NESPRESSO® brand coffee and is delivered on loan for a period that necessarily coincides with the duration of these Terms.

d) At the end of the contract, the installed equipments must be returned in good condition by the CUSTOMER to NESPRESSO within a maximum of 10 (ten) days of its expiry. The equipment will be collected by NESPRESSO or by an entity indicated by NESPRESSO.

e) In the event of non-delivery of the equipment, for any reason beyond NESPRESSO's control, within the period indicated, NESPRESSO may choose to demand from the CUSTOMER the commercial value of the respective equipment at the date of termination of these Terms.

f) The equipment loaned by NESPRESSO to the CUSTOMER must be used diligently, and the CUSTOMER will be responsible for all expenses arising from its negligent and/or culpable use, including any damage that makes its partial or total operation impossible.

g) The CUSTOMER undertakes to only introduce water, milk and coffee into the equipment, the latter coming from NESPRESSO® capsules supplied by NESPRESSO. In the case of capsule dispensers, the CUSTOMER undertakes to only use NESPRESSO® coffee capsules supplied by NESPRESSO.

h) The CUSTOMER ensures that their employees or any other users of the equipment and consumables comply with the obligations of use expressed above.

i) NESPRESSO may at any time inspect and inventory the equipment as well as chemically analyse the coffee.

j) The CUSTOMER may not assign the equipment to third parties in any way and whenever necessary, expressly mention that the equipment is the property of NESPRESSO, preventing it from being subject to seizure, attachment or any other procedure that limits its ownership.

k) The licences required for the installation of the equipment and/or materials - advertising and others - are the sole responsibility of the CUSTOMER.

4. TECHNICAL ASSISTANCE

a) The CUSTOMER is responsible for the conservation of the equipment as provided for in Clause 3, and its maintenance and repair is ensured by NESPRESSO.

b) NESPRESSO provides the Customer Service line with the number 800 785 785 through which the CUSTOMER must initially make the necessary enquiries in the event of equipment failure.

c) Without prejudice to NESPRESSO's obligation to carry out maintenance and repairs, under the terms of paragraph a. of this clause, the CUSTOMER undertakes to regularly descaling and clean the equipment, using the descaling kit and cleaning tablets supplied by NESPRESSO free of charge, at the intervals and in the quantities defined by NESPRESSO, depending on the type of equipment delivered on loan. When an extra descaling kit or cleaning tablet is requested by the CUSTOMER, NESPRESSO reserves the right to charge for it.

d) If the equipment breakdown is imputable to the CUSTOMER, namely due to improper handling, including failure to descale the equipment, the repair costs will be paid by the CUSTOMER.

e) Improper handling is understood to mean, in particular, the following:

i. interfering with the normal functioning of the equipment, or allowing its exterior or interior to be altered;

ii. not guaranteeing the hygiene and cleanliness of the equipment, in particular, in order to prevent the origin and spread of pests, with the CUSTOMER being solely responsible for carrying out disinfestations when necessary;

f) In the event of a pest situation, the CUSTOMER is cumulatively obliged to:

i. notify NESPRESSO immediately;

ii. proceed to disinfect the equipment and the site, with subsequent presentation to NESPRESSO of the certificate proving that this has been done by a competent entity.

g) When a pest is detected in the equipment, by the NESPRESSO technician in charge of its maintenance and/or repair at the CUSTOMER's establishment, the following will be verified:

i. maintenance and/or repair shall be stopped immediately;

ii. the customer is obliged to carry out the disinfestation as provided for in point f.ii) of this clause;

iii. the customer is obliged to deliver within a maximum of 3 (three) working days the proof of disinfestation made by the competent authority.

h) Equipment presenting pest must be replaced by NESPRESSO occurring within 5 (five) working days after NESPRESSO receive the proof of disinfestation as evidence of absence of pest in the equipment and on site, sent by the CUSTOMER.

i) The CUSTOMER after disinfestation and until the equipment is replaced by NESPRESSO will not be able to use the machine considering food safety and hygiene issues, according to the legislation in force.

j) NESPRESSO will not be responsible for any damage to equipment caused by defects or malfunctions in CUSTOMER's electrical installations.

k) The CUSTOMER undertakes to allow NESPRESSO, or whomever it indicates, access to the place where the equipment is installed, for its repair or technical assistance, and cannot replace NESPRESSO in its repair and maintenance.

5. ASSIGNMENT OF CONTRACTUAL POSITION

a) These terms are entered into by NESPRESSO considering the specificity of the CUSTOMER, and the CUSTOMER may not transmit its contractual position in any capacity or, in any way, subcontract with third parties the fulfillment of these Terms without the consent of NESPRESSO.

b) O CLIENTE compromete-se a notificar a NESPRESSO, para os endereços de correio eletrónico ou por carta registada com aviso de receção, para os endereços indicados pelas Partes, no prazo de 15 (quinze) dias, das modificações que venham a ocorrer na sua estrutura, designadamente das alterações ao capital social, à forma jurídica, à sua direção e gerência e outras que possam afetar positivamente ou negativamente a sua atividade. The CUSTOMER undertakes to notify NESPRESSO, to the email addresses or by registered letter with acknowledgement of receipt, to the addresses indicated by the Parties, within 15(fifteen) days, of changes in its structure, including changes in share capital, legal form, its management and management and others that may positively or negatively affect its activity.

6. LATE PAYMENT AND INTEREST ON LATE PAYMENT

a) The failure to pay the amounts charged by NESPRESSO and set out in the invoices for the supply of coffee capsules, consumables and contracted services, constitute the CUSTOMER in late payment, with default interest automatically accruing at the legal rate, calculated from the due date of the invoices until full payment.

7. SUSPENSION OF SUPPLY

a) Failure to pay overdue invoices gives NESPRESSO the right to suspend supplies until all outstanding amounts have been paid, without prejudice to NESPRESSO being able to end the contract due to non-payment of the outstanding amounts.

8. NON- COMPLIANCE

a) Either party may end these Terms if the other party is in breach of contract and fails to remedy the breach within a maximum period of 10 (ten) working days from the date of written notification by the aggrieved party to the email addresses or by registered letter with acknowledgement of receipt to the addresses indicated by the parties in this contract.

b) The above notice must contain:

i. the facts on which the breach of contract is based;

ii. the period of 10 working days within which the breach must be corrected;

iii. a warning that if the breach is not corrected within the period indicated above, the contract will be considered terminated immediately;

iv. the consequences of end of the contract.

c) c) The Parties expressly agree that a breach of contract is considered, in particular, when one of the following situations occurs:

i. Non-payment of invoices on the due date;

ii. Non-compliance with minimum consumption, under the terms of Clause 1, point c) ii.;

iii. Cancellation of the Easy Order and/or its suspension for a period longer than that mentioned in Clause 2f);

iv. Breach of the obligation set out in Clause 3g) of these Terms;

v. Closure of the establishment where the equipments were placed;

vi. The CUSTOMER is dissolved, declared insolvent, or is a party to special company recovery proceedings concerning them;

vii. The CUSTOMER assigns its contractual position in this contract without the prior written consent of NESPRESSO;

viii. The CUSTOMER carries out any acts that could damage or destroy the equipment loan by NESPRESSO.

d) In the event of non-compliance, the CUSTOMER is obliged to pay, as a penalty:

i. the value of €0.15 (fifteen cents) for each capsule contracted and not consumed (Contracted Consumption for the total period of the Plan - Actual Consumption made up until the date of termination of these Terms x €0.15 (fifteen cents);

ii. the amount associated with the cost of transporting the equipment on loan, which is €30 (thirty euros) per machine.

e) If the breach of contract is not corrected within the period indicated in paragraph a) of this clause, these Terms shall be deemed automatically terminated.

9. PROTECTION OF PERSONAL DATA

a) The personal data collected under these Terms is processed by NESPRESSO based on the fulfilment of contractual and legal obligations arising from the contractual relationship between the Parties.

b) The purpose of the data collected is contractual management, invoicing, information on products and services, credit guarantees, financial information, provision of technical assistance, processing and delivery of orders, as well as any other activities related to the fulfilment of the Terms between NESPRESSO and the CUSTOMER.

c) The CUSTOMER acknowledges that NESPRESSO may have to communicate their personal data to third parties, such as judicial, tax, administrative or regulatory authorities. It may also communicate data to service providers, who will use this data in the name and on behalf of NESPRESSO exclusively to provide the service for which they have been contracted, without being able to use it in any other way.

d) Personal data will only be kept for as long as is necessary to fulfil the purposes described, i.e. for the duration of these Terms and any legal obligations that NESPRESSO may have to keep data for legal or tax purposes.

e) The CUSTOMER has the right of access, rectification, portability and erasure (where possible) of their personal data and can exercise this right by contacting Customer Service on 800 785 785 or by accessing their online account.

f) f) To clarify any questions or complaints, the CUSTOMER can contact NESPRESSO's Data Protection Champion at dataprotectionPT@nespresso.com. In the event of a complaint relating to the use of personal data, the CUSTOMER can contact the National Data Protection Commission via the link www.cnpd.pt .

g) The CUSTOMER can find all the information on how NESPRESSO uses their data in its Privacy Policy available at https://www.nespresso.com/pro/pt/pt/pages/privacy-policy .

10. TELEMETRY (ONLY APPLICABLE TO MOMENTO MODEL MACHINES)

a) MOMENTO model machine(s) are equipped with telemetry, which will be used exclusively for NESPRESSO to update the machine(s) software remotely.

b) The MOMENTO model machine(s) can also collect statistical data relating to their use, such as types of extraction, mode of use and other relevant events in the use of the machine(s) and send them remotely to NESPRESSO with the aim of improving the product and the quality of the service provided by NESPRESSO to the CUSTOMER. No data is collected that allows NESPRESSO to identify or individualize users of the machine(s).

11. RECYCLING

a) NESPRESSO, as part of its Recycling programme, will provide to the CUSTOMER a recycling system for placing used capsules, free of charge, whenever the customer's consumption justifies it, namely through a capsule collection service carried out by a third party. In the case of the delivery of a recycling bag, the collection of used capsules is carried out upon delivery of a new order; in the case of containers, the collection of used capsules is carried out according to the frequency agreed with the retailer.

b) If a container is placed at the CUSTOMER's premises to collect used capsules, ownership of the container remains with NESPRESSO for the duration of the Terms and their respective renewals, and the CUSTOMER is obliged to return the container together with the rest of the Equipment at the end of the contract, under penalty of NESPRESSO charging €100 for each container installed and not returned, regardless of the reason for its non-return.

12. 12. CONTACTS

a) The Parties expressly accept and declare that, for contractual management purpose, invoices and other necessary communications, they shall be notified to the e-mail addresses: pro.portugal@nespresso.com (from NESPRESSO) and email provided on online account registration (from CUSTOMER)

a. Nespresso: pro.portugal@nespresso.com

b) The Parties undertake, for the duration of the Terms, to update their contacts, made available at the time of the acceptance of the Terms.

13. 13. FINAL PROVISION

a) The parties have full legal capacity to engage and undertake to act in accordance with the principle of Good Faith in their mutual relations, making their best efforts in the full and timely performance of the obligations arising from these Terms.

b) These Terms are governed by Portuguese law.

c) For the purpose of communicating with each other, as well as for the purpose of effecting service of judicial documents, the parties shall agree as an address for service that is indicated in these Terms or that which may be lawfully communicated in due course.

d) It is expressly agreed between the parties that the place of performance of the obligations arising from these Terms is that of the seat of NESPRESSO.

e) For the purposes of Article 71º 1º, second part of the Code of Civil Procedure, for any dispute arising from these Terms, the Court of the place where the obligation referred to in item d) of this clause should be fulfilled will have jurisdiction.

APPENDIX 1 – PRICE LIST

PRO

CLASSICS	ORIGINS	CREATIONS
0,36 €	0,41 €	0,41 €

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