General Conditions (professionals)

1. General.
These terms and conditions of sale apply to all agreements with Vital 1926 NV, with its social seat at: Vaart Links 61, 9850 Nevele, Belgium, Crossroads Bank for Enterprises (KBO) number 0416.454.157, hereafter "VITAL".
VITAL is entitled to change these terms and conditions at any time. The changed terms and conditions will only apply to current agreements and be enforceable after they have been accepted by the Buyer in writing.
2. Orders, delivery, stocks and cancellations.
2.1. An order has only been accepted after it has been explicitly confirmed by VITAL in writing. Changes to the order made by the Buyer after this confirmation automatically cause any agreed delivery terms to expire.
2.2. Delivery terms are always indicative and non-binding unless explicitly agreed otherwise in writing.
2.3. When the Buyer undertakes to purchase the packaging material, the Buyer bears exclusive liability with regards to the nature, quality, form, quantity, etc. of the ordered packaging as well as the timely delivery to VITAL. If VITAL undertakes to order the packaging, the Buyer shall bear full liability if incorrect specifications have been provided to VITAL or if these were provided late.
2.4. The stocking of packaging material at VITAL is in principle free of charge insofar as the order is not cancelled or insofar as the Buyer does not postpone the delivery date more than twice. In that case VITAL is indeed entitled to charge a stock fee.
2.5. If the order is cancelled after delivered packaging has been stocked but still before production, VITAL is entitled to a compensation equal to 10% of the total order.
2.6. If the order is cancelled after production but before it has been packed, VITAL is entitled to a compensation equal to 10% of the order. However, if the order is not a standard recipe but a specific recipe or a specific form of the product, VITAL is entitled to compensation amounting to the total value of the order since this will have to be destroyed by VITAL. VITAL will pay the cost of destruction.
2.7. If the order is cancelled after production and after it has been packed, VITAL is entitled to payment of the total value of the order plus the cost of destruction and any other costs related to this cancellation or destruction.
3. Delivery of the order.
The place of delivery is usually VITAL's registered office, unless otherwise explicitly agreed in writing. The risk of loss or damage to the goods is transferred to the Buyer from the moment the Buyer has been notified that the order is available. In the case of force majeure or impossibility of delivery not attributable to VITAL, VITAL is by no means bound to deliver or to pay compensation.
4. Price and payment.
In principle VITAL’s invoices are always payable immediately at VITAL's registered office. The selling prices are net prices, excluding VAT, in EURO or in foreign currency after joint agreement.
In the case of non-payment of an invoice on the due date, a delay interest is automatically and without prior notice of default payable by the Buyer in application of the Combating Late Payment Act of 02.08.2002. In such a case, VITAL is also entitled to a lump sum of 10% of the invoice amount with a minimum of € 100.
5. Miscellaneous
Belgian law applies to all agreements concluded with VITAL. Disputes will be heard exclusively by the District Court in Ghent.