Terms and conditions

1. These general terms of sale shall be exclusively applicable to each order placed at Vitalo, barring eventual particular conditions agreed on by written by Vitalo, and to the exclusion of the general terms of purchase of the purchaser. They may not be considered as style clauses, but they indeed establish the commitments between Vitalo and the purchaser. The lack of any reaction from our side to a violation or deviation of these general terms of sale can, regardless of their duration or their frequency, not be interpreted as an acceptation of a modification of these general terms of sale.

2. a. Vitalo may adapt the prices to the modifications in ordered quantities, transport and insurance costs, taxes or costs for raw materials in the course of the execution of the contract.

b. Any prices, rates, delivery dates and sales conditions which are merely indications and do not entail Vitalo as long as they have not been confirmed by Vitalo.

3. Delivery dates will be stated enabling Vitalo to execute the contract. Delays in delivery never entitle the purchaser to damages or dissolution of the contract (except for malice in law). This even applies when terms of delivery have been expressly provided for.

4. Force majeure suspends the term of delivery and does not entitle the purchaser to damages or dissolution of the contract. Shall be amongst others considered as force majeure : interruption of the supply, strikes, lock-out, fire.

5. A quantity of weight deviation of 5% of the products to be supplied or a difference in colour can not be considered as a breach of contract by Vitalo. Surpluses or shortages in weight or quantity will be paid by or reimbursed to the purchaser.

6. COMPLAINTS AND RETURNS

a. Except if the purchaser proves otherwise, the date of billing is considered to be the date of delivery.

b. Complaints about visual faults shall only be accepted by Vitalo if the remarks have been clearly formulated in a letter sent by registered mail within ultimately ten days after the products have been delivered, and on condition that the products have not been processed. The date of posting shall be considered as the date of receipt of the complaint by Vitalo. The purchaser shall not be entitled to retain payments, even on the grounds of a complaint.

c. Complaints about hidden defects shall only be accepted by Vitalo if the remarks have been clearly formulated in a letter sent by registered mail within ultimately six months after the products have been delivered, and on condition that the products have not been processed. The date of posting shall be considered as the date of receipt of the complaint by Vitalo. Faults appearing after delivery will be presumed not to have existed at the moment of delivery and/or to be the result of a wrongful manipulation by the purchaser. The purchaser accepts that Vitalo has no knowledge on hidden defects. Such knowledge cannot be presumed but must be proved by the purchaser. The purchaser shall not be entitled to retain payments, even on the grounds of a complaint.

d. Processing of the products will in each case be considered as the acceptance of the products, even after a prior complaint.

e. Products can only be sent back with the written consent of Vitalo and such written consent does not constitute a recognition of any fault by Vitalo. The products have to be returned in their original wrapping, free of freight and costs.

f. Vitalo reserves the right to replace the products supplied in which case the purchaser will have no further claim (both in case of apparent faults as in case of hidden defects). Vitalos liability shall be limited and can never extend beyond the value invoiced, exclusive of VAT.

7. PAYMENT

a. Vitalo reserves the right to invoice the products according to the deliveries, even if these deliveries are only partial.

b. Payment shall be effected in cash at our registered office or on the bank account designated on the invoice except if other conditions have been fixed.

c. Late payment shall result in an interest equal to the interest as fixes by the law of August 2nd 2002 on late payments on commercial transactions and in lump sum payment equal to 15% of the amount invoiced with a minimal amount of € 125,and a maximal amount of € 1.750, even if delays of payment have been granted.

d. Vitalo has the right to stop each delivery of products and to claim in any case the immediate payment of the products already delivered in case of decease, bankruptcy, incapacity, or liquidation / dissolution of the purchaser, publication of the name of the purchaser in the #Protestblad# (gazette of protests), delay of his Social Security Payments or taxes or in case of non-payment of invoices, our company reserves the right If delays of payment have been granted or bills of exchange have been signed, further to this contract of any other contract, all debts resulting from all contracts shall be immediately and automatically due without further notice, if one payment has not been made in time, or one bill of exchange has not been paid at the date of maturity.

e. Bills of exchange or accepted securities do not constitute a renunciation of the present conditions or any novation.

8. SUSPENSION AND DISSOLUTION OF THE CONTRACT (express resolutive condition)

a. Should the purchaser not meet his obligations under his commercial relationship with Vitalo (inter alia payment), then Vitalo is entitled to suspend its execution of any contract or consider the contract as resolved as from right and without notice, and without prejudice to our right to damages.

b. To this effect it suffices for Vitalo to confirm her intention expressly. As a consequence of such confirmation, Vitalo can immediately, automatically and without notice reclaim all products sold, delivered and still present at the purchasers premises. The purchaser must keep all products still present (further to any contract) at Vitalos disposal in its registered office.

c. Parties do agree that, in the event of termination of the agreement due to any failure of the purchaser, the purchaser will pay liquidated damages calculated at 40% of the invoiced amounts which remained unpaid.

9. RESERVATION OF OWNERSHIP

Vitalo reserves full ownership of the products delivered until the price invoiced has been paid in full. Moreover, the buyer transfers as from now the future claims in connection with resold products, to the original seller. This transfer shall entitle the seller to recover his claims. The seller undertakes to reimburse to the buyer the part of the cashed claim exceeding 125% of the initial value of the products.

10. RISK

The risk is transferred to the purchaser from the moment the products are dispatched from the Vitalo warehouses. Products always travel at the purchasers risk. Vitalo can always require the purchaser to prove the necessary guarantees for the execution of the contract. If the purchaser cannot provide such guarantees Vitalo reserves the right to suspend the execution or resolve the contract as from right and without notice.

11. MOULDS, DRAWINGS, DEVELOPMENT PROJECTS, KNOW-HOW,

The general sales terms as well as the present article shall apply to moulds, drawings, development projects and know-how. A mould, design, drawing, prototype, etc. made by Vitalo at the request of the purchaser always remains the property of Vitalo, even if the purchaser was charged for expenses/fees for the material manufacturing of the mould, etc. The purchaser acknowledges that these moulds are primarily the product of Vitalos know-how, R & D, and investments in Vitalos mouldmaking department. The portion billed to the purchaser for the manufacturing of moulds and tools is determined by mutual agreement to be a maximum of 1/3 of the total costs, with account being taken of the know-how,development, research and investments belonging to and made by Vitalo. Nevertheless, Vitalo may, as regards the manufacture of high-technology tools, demonstrate the exact amount of the costs of the know-how it has supplied and to charge the purchased for these costs. Since Vitalo is a subcontractor which only manufactures moulds and equipment necessary for its own production, being the manufacturing of supplied products for the purchaser, it is agreed that the purchaser, even with payment of the portion he contributes in the production costs of the moulds, can never require the release of the moulds and tools manufactured by Vitalo for production under its own management or with third parties. The purchaser undertakes, therefore, never to produce itself the moulds, drawings, prototypes, know-how, designs, etc. or to copy them of to have them manufactured or copied, except with express prior written consent of Vitalo. Vitalo shall keep the moulds for a period of five years after the last order of the purchaser. After this period, Vitalo will be released from all liability. In the event of destruction/disappearance of moulds, tools, drawings,prototypes etc. (for example, by fire of theft), Vitalo shall not be liable except for grievous fault which must be demonstrated by the purchaser. The purchaser undertakes to insure the moulds, drawings, development projects, prototypes, etc. at his ownexpense, and relieves Vitalo of all liabilities and claims in this context. The purchaser expressly relieves Vitalo of all liability regarding industrial, intellectual and artistic rights of third parties for the products to be delivered or made by Vitalo. Deposits paid for commissions and orders that are cancelled before the delivery are, in any case, retained by the firm. No complaints with regard to prototypes and cut material will be accepted.

12. The customer will always consider Vitalo as a seller and not as a contractor, even when Vitalo has to manufacture the products to be delivered.

13. All contracts are exclusively subject to Belgian law, with exception to the clauses mentioned hereafter and to the property reservation, which will be governed by the law of the country where the products are located.

14. Vitalo has the right to bring all claims and contestations before a law courts at its choice of to submit the conflict to arbitration, by three arbiters, one appointed by each party and the third by the president of a commercial court chosen by Vitalo.

15. The present agreement is construed according to the Belgian law. In case of conflict with respect to the interpretation of the various texts, the Dutch text will prevail. If any term hereunder is or becomes invalid or unenforceable, this shall not affect the validity or enforceability of the remainder of terms hereunder