General Terms and Conditions of Sale

1. GENERAL PROVISIONS

These terms and conditions of sale apply to Vitalo Industries NV, with company number 0439.592.518, (“VITALO”). For the purposes of these terms and conditions, VITALO also includes any company affiliated with Vitalo Industries NV within the meaning of Article 1:20 of the Belgian Code of Companies and Associations.

Every order placed with VITALO and every agreement (“Agreement”) concluded between VITALO and a customer (“Customer”) entails, by operation of law, the buyer’s acknowledgement that it has taken note of these general terms and conditions of sale and that it accepts them. These terms and conditions of sale therefore apply exclusively to every order placed with VITALO, save for any special conditions approved by VITALO in writing, and to the exclusion of the Customer’s general terms and conditions of purchase. The Customer (“Customer”) accepts that an Agreement may be performed by an affiliated company and that these terms and conditions also apply to that contractual relationship.

VITALO’s terms and conditions of sale may be consulted at all times on our website (www.vitalo.net) or obtained upon first request, in the Dutch or the English language. They are not to be construed as boilerplate clauses, but effectively set out the obligations between VITALO and the Customer. The absence of a reaction by VITALO to a breach of or a departure from these terms and conditions of sale may not be regarded as acceptance of an amendment to these terms and conditions of sale. These terms and conditions of sale replace and cancel all previous applicable conditions. These general terms and conditions of sale shall equally apply to all future relations between the parties, except where VITALO communicates, in any form whatsoever, a more recent version of the general terms and conditions of sale.

2. QUOTATION – FORMATION AND PERFORMANCE OF THE AGREEMENT – PRICES

a) A quotation from VITALO is without obligation, unless stipulated otherwise. A binding Agreement is only formed upon receipt of the quotation signed for approval by the Customer and of a written order confirmation, after which VITALO will start up the project (design, tooling, etc.). The prices stated therein only apply if the Customer accepts the offer in full. Unless expressly stipulated otherwise, taxes, VAT, transport costs, insurance costs and packaging costs are not included in the prices quoted by VITALO.

The images, drawings, dimensions, weight specifications and the like accompanying a quotation are approximations, unless VITALO has expressly stated that they are to be regarded as exact specifications.

b) Any cancellation of a confirmed order must be made in writing and is only valid after written acceptance by VITALO and subject to compensation of 10% (with a minimum equal to the costs already incurred by VITALO). Advance payments made for assignments and orders that are cancelled prior to delivery shall in any event be retained by VITALO.

c) VITALO’s obligations in respect of engineering, design and advisory services are in each case best-efforts obligations (obligations of means). In the case of co-engineering, the design of the product is a shared responsibility of VITALO and the principal.

d) The principal shall provide its full cooperation in the performance of the Agreement and shall provide VITALO in good time with all data which VITALO indicates to be necessary, or which the principal should reasonably understand to be necessary, for the performance of the Agreement.

e) VITALO undertakes to keep confidential all data received in the context of the assignment concerning the principal which it may presume to be of a confidential nature.

f) Spare parts: the offer of spare parts during the performance of the Agreement or at the end of series production constitutes a new quotation to which new conditions as to price, lead time, production method, packaging method and minimum quantities will apply.

g) End of series production: the Customer must inform VITALO at least 6 months in advance of the discontinuation of series production. In that case, the Customer is obliged to purchase the raw materials, work in progress and finished products provided for.

h) VITALO may adjust the prices during the performance of the Agreement on the basis of objective parameters, such as, among others, changes in production, offtake and/or packaging quantities, freight insurance rates, taxes and/or levies, exchange rate fluctuations of foreign currencies, and changes in the applicable wage index. The prices may likewise be adjusted as a result of an increase in raw material and labour costs and/or energy prices. VITALO will always explain the price adjustment.

3. DELIVERY PERIODS AND DELIVERY CONDITIONS

a) The delivery periods and delivery conditions are indicative and do not bind our company, unless expressly agreed otherwise by VITALO. Late delivery does not entitle the Customer to cancel the order and/or to damages, except in the case of wilful misconduct. Moreover, the periods stated are automatically suspended if the Customer fails to perform its obligations.

b) Force majeure suspends the delivery periods and does not entitle the Customer to cancel the order and/or to damages. Force majeure means any non-attributable impossibility to perform the obligations under the Agreement, such as interruption of or delay in the supply of materials or raw materials, general or partial strike, lock-out, war, embargo, terrorist acts or uprisings, fire, flood, natural disasters, explosions, machine breakdown, road blockades, lack of means of transport and, in general, any unforeseeable and unavoidable circumstance beyond our control which results in our factory or the factories of our suppliers being wholly or partly shut down and the performance of the Agreement thus being rendered impossible.

If a party’s force majeure continues for 30 days or longer, the other party may terminate the Agreement in writing with immediate effect.

c) A difference in weight or quantity of 5% more or less in the goods to be delivered, or a colour deviation, cannot be regarded as a breach on the part of VITALO.

4. DELIVERY AND TRANSFER OF RISK

a) Unless expressly agreed otherwise in writing, delivery takes place FCA VITALO’s registered office, Incoterms® 2020. If the parties agree on another trade term, it shall always be deemed to refer to the Incoterms® 2020 and the named place must be expressly stated.

b) Irrespective of the retention of title provided for in Article 6, the delivery of the goods and the transfer of the risk of loss or damage are deemed to have taken place at the moment the goods are loaded onto the means of transport designated by the Customer at VITALO’s warehouses. From that moment, the Customer bears all costs and risks relating to the goods.

c) VITALO shall take care of the export formalities insofar as these are incumbent upon it under the agreed Incoterm. All formalities, duties, taxes and costs relating to transit and import, as well as the conclusion of the contract of carriage and, where applicable, of insurance, are for the account and at the risk of the Customer.

d) If the Customer does not collect the goods on the agreed date, or does not designate a carrier within the agreed period, the risk passes to the Customer as from the agreed date, or as from the notification that the goods are at its disposal. From that moment, the goods are stored at the Customer’s expense and risk.

5. SECURITIES

VITALO reserves the right to request appropriate financial securities from the Customer. If the Customer is unable to provide these within a reasonable period of 15 days following a reasoned request by VITALO, VITALO is entitled to suspend its obligations or to terminate the Agreement by operation of law and without further notice of default. In that case, the amount referred to in Article 2 shall be due by way of damages.

6. RETENTION OF TITLE

VITALO reserves full and exclusive title to all goods delivered and still to be delivered until the purchase price, including any interest, costs and damages for all such goods, has been paid in full. If the Customer resells the goods, it assigns to VITALO the claims it may assert against its buyer. By virtue of this assignment, VITALO shall be entitled to collect these claims if the buyer fails to pay or if there is a risk that the buyer will not be able to meet its obligations. If the Customer does not resell the goods, it is obliged to keep the goods in good condition and to insure them against loss and/or damage for as long as the retention of title continues to exist. In the event of loss or damage, the Customer assigns the insurance claim to VITALO.

7. ACCEPTANCE, COMPLAINTS AND RETURNS

a) Complaints concerning visible defects are only accepted by VITALO if they are submitted by the Customer in writing (e-mail or registered letter) within 10 days of delivery of the goods and the goods have not undergone any processing. The Customer shall always attach to the complaint a detailed description of the subject matter of the complaint, as well as, where possible, clear photographs, audio fragments and/or videos. The date of dispatch is deemed to be the date on which the complaint was submitted to VITALO. The submission of a complaint does not entitle the Customer to a deferral of payment.

b) VITALO’s liability for any hidden defects is limited to defects that manifest themselves within 6 months of delivery of the goods. Any hidden defects must in any event, on pain of forfeiture of recourse, be notified by the Customer to VITALO in writing (fax, e-mail or registered letter) immediately and at the latest within 15 days of discovery of the defect.

Defects that come to light after delivery are presumed, until proof to the contrary (to be furnished by the Customer), not to have existed at the time of delivery and/or to be the result of incorrect handling by the Customer. The submission of a complaint does not entitle the Customer to a deferral of payment.

c) In the absence of a complaint within the periods referred to above, the goods are deemed to have been definitively accepted. The processing of the goods in any event constitutes acceptance of the goods, even if the Customer has previously submitted a complaint.

d) The Customer may only return goods after written consent from VITALO. The granting of such consent may not be regarded as an admission of liability on the part of VITALO. Goods must be returned in their original condition, in the original packaging and at the Customer’s expense and risk.

e) In the case of both hidden and visible defects, VITALO reserves the right to replace or repair the goods delivered (if the repair costs would be lower than the replacement value of the goods), whereby all further claims of the Customer lapse. Repairs by the Customer may only be carried out after written agreement from VITALO.

f) Complaints relating to prototypes are not eligible for consideration.

g) In the case of production according to a design supplied by the Customer, VITALO is not liable for defects arising from the design or the specification itself. The Customer indemnifies VITALO against all third-party claims in that regard.

8. PAYMENT

a) VITALO reserves the right to invoice as and when deliveries take place, even if these are partial.

b) Unless expressly agreed otherwise in writing, invoices are payable within 30 days of the invoice date.

c) In the event of non-payment, the invoice shall bear interest as from the day following the due date and without notice of default, in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, and this without prejudice to VITALO’s right to suspend all current orders or to terminate all current contracts on the basis of the Customer’s default. Furthermore, in the event of (partial) non-payment of the debt on the due date, the outstanding balance shall be increased by fixed and non-reducible damages of 15% of the invoice amount still due (with a minimum of € 125), and this without prejudice to VITALO’s right to prove higher damage and to its right to compensation for the legal costs and all relevant recovery costs (such as the costs of reminders, the opening of the file, letters and travel compensation).

d) In the event of non-payment on the due date of a single invoice, or of bankruptcy, manifest insolvency, amicable or judicial reorganisation or liquidation of the Customer, or any other fact evidencing the Customer’s insolvency, the balance due on all other invoices, even those not yet due, becomes immediately payable by operation of law and without notice of default. If a deferral of payment has been granted, whether under this Agreement or under another agreement, all amounts due under any agreement whatsoever become payable at once, by operation of law and without notice of default, if a single instalment is not complied with or paid on the due date.

In addition, in these cases VITALO reserves the right to suspend all deliveries and to terminate the Agreement without notice of default.

e) VITALO may at all times invoke set-off against the Customer.

9. SUSPENSION AND TERMINATION OF THE AGREEMENT (express termination clause)

A. Rights of VITALO

a) Without prejudice to its right to damages, VITALO reserves the right to suspend or terminate the Agreement in whole or in part at any time, without prior notice of default but by written notification to the Customer stating the grounds invoked, in the event of non-payment on the due date of a single invoice, bankruptcy, manifest insolvency, amicable or judicial reorganisation or liquidation of the Customer, or any other fact evidencing the Customer’s insolvency.

b) If the Customer fails to perform its contractual obligations (such as failure to comply with the duty of cooperation, an act of dishonesty, disloyalty or fraud), VITALO reserves the right, after a notice of default that has remained without effect and by written notification, either to suspend its obligations or to terminate all current agreements in whole or in part and to demand immediate payment of all invoices, whether or not yet due.

c) As a result of the termination, VITALO may, by operation of law and without further notice of default, reclaim all goods sold and delivered by it that are still present. The Customer shall without delay place all goods still present (delivered under any agreement whatsoever) at VITALO’s disposal at its registered office.

d) In the event of termination attributable to the Customer, the Customer owes VITALO liquidated damages equal to 20% of the unpaid invoiced value of the goods concerned. Instead of this fixed amount, VITALO may claim compensation for its higher actual damage, provided that it proves such damage; cumulation of both is excluded.

B. Rights of the Customer

e) The Customer is entitled to suspend the performance of its own obligations where VITALO commits a sufficiently serious breach of one of its essential obligations and fails to remedy it within a reasonable period after a notice of default.

f) The Customer is entitled to terminate the Agreement concerned in whole or in part, by written notification stating the breaches invoked:

1. where VITALO commits a sufficiently serious breach of one of its essential obligations and fails to remedy it within a reasonable period of 30 days after a notice of default; or
2. in the event of bankruptcy or manifest insolvency of VITALO, insofar as this concerns the services not yet performed.

g) In the event of termination attributable to VITALO on the basis of f)(i), VITALO owes the Customer liquidated damages equal to 20% of the value of the goods not delivered or defectively delivered. Instead of this fixed amount, the Customer may claim compensation for its higher actual damage, provided that it proves such damage; cumulation is excluded.

C. Common provisions

h) The suspension or termination does not affect the obligation of each party to pay for the services performed by the other party prior to the suspension/termination.

i) Any extrajudicial termination takes place at the own risk of the party invoking it and is without prejudice to subsequent judicial review.

10. LIABILITY

VITALO shall not be liable for damage caused by a fault or fraud on the part of its co-contractors and/or agents.

Liability which is directly or indirectly related to the Contract is governed exclusively by contractual liability, to the exclusion of tort and of pre-contractual and extra-contractual liability, and with the extension of this protection to auxiliary persons as third-party beneficiaries.

The Customer shall under no circumstances hold VITALO’s auxiliary persons in the broad sense (such as directors, employees or appointees) directly liable (save for statutory exceptions). The Customer may, however, always call upon its own first-line auxiliary persons in indemnification. This arrangement applies throughout the entire term of this Agreement and remains in force after its termination.

A Customer which itself also acts as an auxiliary person of third parties in connection with obligations in respect of which VITALO is an auxiliary person of the Customer shall also include these provisions in its agreements with those third parties (as a chain clause).

If the Customer imposes the purchase of raw materials from a particular supplier, VITALO must be informed of the arrangements made in this respect between the Customer and the supplier; VITALO can, however, never be liable for damage caused thereby. Any price increases or quality changes on the part of the supplier will also be passed on in full to the Customer.

VITALO’s liability is in any event strictly limited to the invoiced value of the delivery, excluding VAT. VITALO shall under no circumstances be liable for unexpected, indirect or consequential damage, including, without this list being exhaustive, loss of profit, reduction in utility value, loss of goodwill or any other loss of commercial opportunities.

11. INTELLECTUAL PROPERTY RIGHTS

A mould, design, drawing, prototype, etc. made by VITALO on the Customer’s instructions always remains the property of VITALO, even if costs/fees have been charged to the Customer for the physical manufacture of the mould, etc. The Customer acknowledges that these moulds are principally the product of VITALO’s know-how, R & D and investments. The contribution charged to the Customer towards the manufacture of the moulds and tools is, by common agreement, assessed at a maximum of 1/3 of the total cost price, taking into account the know-how development, research and investments belonging to and carried out by VITALO. Nevertheless, VITALO is free, as regards the manufacture of high-technology tooling, to prove the exact amount of the development costs it has incurred and to pass these on to the Customer. It is agreed that the Customer may never, save with VITALO’s express written consent and even where a contribution to the production costs of moulds etc. has been paid, demand the surrender of these moulds in order to produce in-house or with third parties using the moulds or tooling manufactured by VITALO. The Customer therefore undertakes not to manufacture or copy the moulds, drawings, prototypes, know-how, designs, etc. itself, nor to have them manufactured/copied, save with VITALO’s express prior written consent.

Unless agreed otherwise and subject to payment by the Customer of the storage costs, the moulds will be kept for 2 years after the last series delivery to the Customer. After that period, VITALO is released from all liability and the moulds will be destroyed at the Customer’s expense, unless it has been agreed that ownership of the moulds passes to the Customer after that period and that they are sent to the Customer at the Customer’s expense. In the event of damage to or loss of moulds, drawings, prototypes, know-how or designs (for example through fire, theft, etc.), VITALO shall not be liable, unless the Customer can prove gross negligence on the part of VITALO. The Customer expressly indemnifies VITALO against claims relating to the industrial, intellectual and artistic property of third parties with regard to the items to be delivered or made by VITALO.

12. MISCELLANEOUS

a) The possible invalidity of a clause or of a part thereof does not affect the validity of the other clauses/parts. Where necessary, the Parties shall negotiate and agree, or, failing agreement, the court shall, at the request of one of them, replace that provision with a provision that comes as close as possible to the initial intention of that provision. It is not possible to replace such a provision if this alters the essential provisions or the basic balance of the Agreement as a whole, or if this nullifies the commercial purpose under the Agreement. In such a case, the Agreement is no longer severable, but is terminated in its entirety.

b) In the event of a dispute concerning the interpretation of the various texts, the Dutch text shall always prevail.

c) VITALO can only agree in writing to amendments to the general terms and conditions of sale or to an Agreement. VITALO cannot tacitly waive or relinquish any right arising from these general terms and conditions.

13. PROCESSING OF PERSONAL DATA

VITALO processes personal data in accordance with its Privacy Policy as stated on its website or obtainable upon first request by the Customer.

14. APPLICABLE LAW AND COMPETENT COURTS

All Agreements between VITALO and the Customer are governed exclusively by Belgian law, except with regard to the rules on retention of title, to which the national law of the location of the goods sold shall apply. The application of the 1980 Vienna Sales Convention (CISG) is expressly excluded. Any dispute falls exclusively within the jurisdiction of the courts of VITALO’s registered office.

Version: 19.08.2026