General Conditions (professionals)

General Terms and Conditions – Vital 1926 nv (0416.454.157)
 
1. General
These terms of sale apply to all agreements with Vital 1926 nv, whose registered office is located: Vaart Links 61 – 9850 Deinze – Belgium, BE 0416.454.157, hereinafter referred to as “VITAL”.
VITAL reserves the right to amend these Terms at any time. Such amended terms will only apply to ongoing agreements after written acceptance by the Buyer, or through tacit acceptance. Unless otherwise agreed in writing, the following Terms take precedence over the contractual conditions appearing on the Buyer’s documents, which are thus deemed null and void.
 
2. Orders, Delivery, Storage, and Cancellation
2.1. An order is only accepted once it has been confirmed, expressly and in writing, by VITAL. Any changes to the order by the Buyer after this confirmation automatically render any agreed delivery deadlines void.
2.2. Delivery deadlines are always indicative and non-binding unless expressly and in writing agreed otherwise. If VITAL is unable, due to circumstances beyond its control, to fulfill an order or meet the stipulated execution period, it may, by simple notification, extend the execution period without any compensation to the Buyer.
2.3. When the Buyer is responsible for purchasing the packaging materials, they bear exclusive liability for the nature, quality, form, quantity, etc., of the ordered packaging materials and for their timely delivery to VITAL. If VITAL is responsible for ordering the packaging, the Buyer bears full liability in case of incorrect or late specifications provided to VITAL.
2.4. Storage of packaging materials at VITAL is generally free of charge unless the order is canceled or the Buyer postpones the delivery date more than twice. In such cases, VITAL is entitled to charge storage costs.
2.5. In the event of cancellation of the order after storage of the delivered packaging materials but before production, VITAL is entitled to compensation equal to 10% of the total order value, without prejudice to its right to claim higher damages.
2.6. In the event of cancellation after production but before packaging, VITAL is entitled to compensation of 10% of the order value, without prejudice to its right to claim higher damages. If the order involves a non-standard formulation or a specific form of the product, VITAL is entitled to compensation equal to the total value of the order, as such products must be destroyed by VITAL. VITAL bears the destruction costs.
2.7. In the event of cancellation after production and packaging, VITAL is entitled to payment of the total value of the order, plus the destruction costs and any other expenses related to this cancellation or destruction.
 
3. Delivery of the Order
The place of delivery is typically the registered office of VITAL unless otherwise expressly agreed in writing. The risk of loss or damage to the goods passes to the Buyer from the moment of notification to the Buyer of the availability of the order. In case of force majeure or impossibility of delivery not attributable to VITAL, it is under no obligation to deliver or provide compensation. Any complaints must be expressly and immediately reported to VITAL, failing which the delivery is deemed accepted and compliant with the agreement. In the event of a justified complaint, VITAL may choose to either re-perform the delivery or refund the price paid for the non-compliant delivery to the Buyer.
 
4. Price and Payment
VITAL’s invoices are, in principle, always payable in cash at VITAL’s registered office. The sale prices are net prices, excluding VAT, in euros, or in another agreed foreign currency. In the event of non-payment of an invoice by the due date, the Buyer is, by law and without prior notice, liable for interest on arrears in accordance with the Law on Combating Payment Delays of 02.08.2002. In such cases, VITAL is also entitled to a flat-rate compensation of 10% of the invoice amount with a minimum of €100. Complaints regarding the invoice must be submitted in writing within 8 days of the invoice date. Late payment of an invoice makes all outstanding invoices immediately due. The Buyer waives the right to suspend their payment obligations for any reason. By paying part or all of an invoice, the Buyer is deemed to have accepted and approved the invoice and the delivered services.
 
5. Liability
To the extent that VITAL depends, for the execution of its obligations, on the cooperation, services, and/or deliveries of third parties, it cannot be held liable for any damage resulting from their errors, including gross or intentional errors. VITAL’s liability is always limited to the damage directly resulting from a breach attributable to VITAL and, in any case, to the amount of the invoice related to the order and/or delivery that caused the damage. Any claim by the Buyer for damages against VITAL is deemed null and void if it is not brought before the competent court within three years of the facts on which the claim is based, being known or reasonably could have been known by the Buyer. VITAL and/or any auxiliaries of VITAL, including VITAL’s directors, cannot be held extra-contractually liable by the Buyer and/or associated third parties. The possibility of initiating an extra-contractual claim against VITAL and/or any auxiliaries of VITAL, including the directors, for acts or omissions related to the execution of an order and/or delivery, is entirely excluded. Additionally, the Buyer will indemnify VITAL against any extra-contractual liability claims made by its end customers/primary creditors (against VITAL).
 
6. Miscellaneous

All agreements concluded with VITAL are governed by Belgian law. Disputes may only be submitted to the Courts of Ghent.