Article 1

All sales are governed by the conditions of sale listed below. The seller will assume that these terms are known and have been accepted by the buyer, notwithstanding any provisions to the contrary in the buyer’s documents. Only Belgian law applies to all contracts.

Article 2

Bills of exchange or any securities that are accepted do not constitute a waiver of these conditions of sale, nor does debt novation..

Article 3

All prices are ex works. Placement is charged separately, unless otherwise provided.

Article 4

All goods are delivered ex works and are carried out at the buyer’s risk, even when it has been agreed that the seller is responsible for transportation.

Article 5

All delivery deadlines are estimates and are not binding upon the seller. Therefore, late delivery cannot give rise to damages or rescission of the contract at the seller’s expense.

Article 6

The merchandise will remains the property of the seller until payment has been made in full.

Article 7

In case of default of payment, the seller has the right to cancel the contract, after sending a notice of default. In that case, the buyer will be liable for damages due to loss incurred and lost profits fixed at a flat and irrevocable rate of 30% of the total value of the contract, without prejudice to the seller’s ability to pursue performance of the contract and without prejudice to the company’s ability to claim higher damages if the actual damages should turn out to be higher than the fixed flat rate of 30%.

Article 8

Any complaint or dispute related to an invoice must be made in writing within eight days of receipt.

Article 9

All our invoices are payable in Kortrijk, cash without discount.

Article 10

Any delay in payment will incur interest at 12% per annum from the due date of the invoice, by operation of law and without notice of default.

Article 11

In the event of unfounded non-payment on the due date, the amount due will be increased by operation of law and without notice by 12%, with a minimum of 75.00 EUR and a maximum of 1,860.00 EUR, by way of a conventional increase clause.

Article 12

In case of dispute, only the Justice of the Peace in Kortrijk and the Courts in Bruges/Ostend are competent.

Article 13

Vitaphar cannot be held liable for any consequential damage or loss of production due to a defect or error, visible or invisible, in the equipment and/or software supplied.

Article 14

The seller undertakes to keep confidential all information obtained under the contract. Information can only be made public upon approval of the buyer or upon the request of the legal authorities. When conducting inspections, Vitaphar inspectors may be accompanied by auditors, individuals from BELAC and/or METROLOGIE as part of their certification under accreditation.

Article 15

In case the delivery of the goods or part thereof cannot be performed in line with the agreed delivery time, due to reasons beyond the seller’s control, the seller has the right to store the goods at the buyer’s expense and risk. The seller’s duty to comply with the contract will be deemed to have been completed when the supplies have been kept in storage. The date of the shipment note prepared by the seller will be considered the delivery date. The date of the shipment note will be considered the date at which the payment period starts, in accordance with the seller’s payment terms.

Drafted on 17 AUG 2022 – Vitaphar Domolinlaan 6/5 8500 Kortrijk