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TERMS & CONDITIONS

1. Applicability and Opposability

1.1. The activities of Vida+ (with registered office at 2530 Boechout, Kardinaal Sterckxstraat 6, CBE 0719.446.723) and the legal relationship with the customer (hereinafter the "Customer") are exclusively governed by these general terms and conditions, unless otherwise agreed in writing and mutually acknowledged. 1.2. By any use of the services of Vida+, the Customer confirms to have read and accepted these general terms and conditions. 1.3. These conditions may be changed by Vida+. Under no circumstances shall other general terms and conditions apply to the activities of Vida+, and the general terms and conditions of Vida+ always take precedence over other general terms and conditions. 1.4. Failure by Vida+ to assert a right or apply a sanction shall never constitute a waiver of right. The possible nullity of one of the provisions of these general terms and conditions shall not result in the nullity of all its provisions, nor of the part of the provision that is enforceable and not contrary to mandatory law. In such a case, the parties shall negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and valid provision that closely matches the purpose and intent of the original provision.


2. Prices

2.1. Price lists provided by Vida+ to the customer are for information purposes only and are indicated in euros. 2.2. No rights can be derived from obvious typographical, printing, or writing errors in catalogs or price lists. 2.3. All taxes, duties, and/or levies of any kind relating to the delivered goods, including new taxes, duties, or levies introduced after the conclusion of the agreement, shall be borne entirely by the Customer. Under no circumstances shall the application of new taxes, duties, or levies entitle the Customer to terminate the agreement. 2.4. All prices may be increased at any time in the event of, but not limited to, (i) a demonstrable increase in raw material prices/labor costs by more than 10% or (ii) an increase in government levies on the ordered products/raw materials.


3. Quotations and Orders

3.1. Any offer made by Vida+ is non-binding. An agreement shall only become valid when the Customer expressly accepts the offer from Vida+ within the specified period, or when the Customer, after sending the order, receives an order confirmation from Vida+ by email or otherwise. 3.2. The person placing an order on behalf of the Customer, or the person paying the order in whole or in part, even on behalf of third parties, shall act as a guarantor for these third parties and shall be jointly and severally liable with them, in accordance with Articles 1200 et seq. of the Civil Code. In any case, the billing information later communicated by the purchaser of a third party shall not affect the obligation to pay by the original purchaser. 3.3. Cancellation of the order is only possible if Vida+ has not yet commenced production or execution of the works. If the Customer cancels the order despite production or execution having commenced, the Customer shall be liable for an irreducible and lump sum compensation amounting to 50% of the total amount of the order, unless the actual damage suffered by Vida+ as a result of the cancellation exceeds this lump sum amount. In that case, Vida+ shall be entitled to full compensation.


4. Invoicing and Payment

4.1. Unless expressly agreed otherwise, invoices from Vida+ shall be paid in cash and without deduction or set-off on the due date at its registered office or bank account. All costs, including discount and bank charges, shall be borne entirely by the Customer. 4.2. In the event of non-payment of an invoice by the due date, default interest of 1% per month on the unpaid invoice amount shall be due from the due date by operation of law and without prior notice of default. Likewise, a fixed compensation of 10% of the outstanding invoice amount shall be due by operation of law and without prior notice of default, with a minimum of EUR 125.00. In the event of non-payment of an invoice by the due date, all other outstanding claims against the Customer shall become due and payable by operation of law and without prior notice of default. 4.3. In the event of default, Vida+ reserves the right to suspend the execution of the ordered works if the Customer does not comply with Vida+'s notice of default, as well as to declare any discounts forfeited. 4.4. In no case may the incomplete or partially disputed performance of the agreement serve as a pretext for deferring payment of the portion that is not disputed. 4.5. If Vida+ grants payment facilities or if payment in installments has been agreed, the first default shall automatically render all outstanding installment payments due and payable without notice of default. 4.6. Payments shall always be credited first to the interest due under these terms and conditions, then to the damages and collection costs, and only thereafter to the outstanding (balances of) invoice(s), with the oldest outstanding amounts being credited first, regardless of any remarks or mentions by the Customer at the time of payment.


5. Delivery Time and Delivery Modalities

5.1. Vida+ delivers the ordered goods at the time, place, and under the conditions specified in the order confirmation. 5.2. When the goods are collected from Vida+'s warehouses, the Customer must always be present or represented at the loading and inspect the received goods. If the goods are delivered to the Customer's site, the delivery note must be signed by the Customer or its representative. If the Customer or anyone on his behalf does not sign the delivery note upon delivery of the goods, Vida+ shall inform the Customer thereof by any means permitted by law and custom, including fax or email. 5.3. If the Customer refuses to accept immediately the goods correctly and undamaged offered to him, the resulting costs, such as freight costs, storage costs, unnecessary travel costs, and excessive waiting times, shall be borne by the Customer.


6. Execution Time and Execution Modalities

6.1. If the Customer requests additional works during the execution of the works, whether changing works or additional works, Vida+ shall be entitled to an extension of the execution period. Additional works shall always give rise to additional invoicing and can be proved by all means of law, contrary to Article 1793 of the Civil Code. Additional works not confirmed by Vida+ by means of an order confirmation and performed by its staff on the occasion of the installation shall be charged at EUR 50.00 per man/hour (excluding VAT) and increased by any travel costs. 6.2. Any foreseeable delivery difficulties must be immediately communicated to Vida+ by the Customer. Vida+ shall not be liable under any circumstances for complications or costs caused by circumstances such as roadworks not notified, delivery locations higher than indicated by the Customer, access distances of more than 10 meters between the unloading point and the door threshold, too narrow stairs or elevators, etc. 6.3. To the extent that the difficulties to be taken into account in delivery are not reported at the time of ordering and are beyond normal proportions, Vida+ reserves the right to charge a surcharge for expenses.

6.4. The execution of profiles is carried out according to the Vida+ system. All doors are always provided with standard fittings, unless expressly agreed otherwise.

6.5. If Vida+ has to measure and/or install, the following execution modalities also apply:

The Customer shall ensure that the places where Vida+ will carry out work are easily accessible, hygienic, cleared, and free from obstacles, and that Vida+ can place its materials there in safe conditions.

The necessary signaling (traffic signs, lighting) and safety measures (railings and other CBM) shall be provided by the Customer at the location where Vida+ will carry out its work.

The Customer shall always take all precautions to enable assembly. For example, the Customer shall ensure that electricity is available on the site and that Vida+ may use it free of charge.

Vida+ has the right to immediately cease its work without prior notice and to charge waiting fees to its Customer if it fails to fulfill the above-mentioned obligations.

In renovations, the Customer shall always make all arrangements to prevent damage to the interior (covering floors, furniture, etc.). Damage resulting from insufficient precautions cannot be attributed to Vida+.

Assembly of doors always takes place on and/or between materials entrusted to Vida+ (such as thresholds, wall fixings, etc.) over which Vida+ cannot influence the quality and installation. Vida+ is therefore not liable for any damage to these materials resulting from the normal execution of the works. This also applies to the removal and/or (re)installation of incorrectly placed wall panels preventing proper installation of the doors.


7. Risk and Retention of Title

7.1. Responsibility and risk for the sold goods and their accessories shall pass to the Customer, if Vida+ only delivers goods, at the time the Customer takes possession of the goods, and if Vida+ also installs the goods, as the materials are processed. 7.2. The goods shall remain the exclusive property of Vida+ until the Customer has fully fulfilled its obligations, including the payment of all amounts due to it, including default interest, penalty clauses, and collection costs. Consequently, the Customer is prohibited from selling, pledging to a third party, or otherwise disposing of the goods as long as it has not fulfilled its obligations under Article 4. If the Customer fails to comply with this article, it shall be obliged to pay damages amounting to 50% of the agreed selling price. If the goods are nevertheless sold, the right to the resulting selling price shall replace the sold goods. In application of the above, after the Customer has been urged to pay and has not complied with the injunction, Vida+ shall have the right to immediately take back the sold goods, including their accessories, wherever they are located, with all removal costs, including dismantling, transportation, and the like, being borne by the Customer.


8. Warranty
8.1. Vida+'s goods are warranted for a period of 2 years as provided for in Articles 1792 and 2270 of the Civil Code. The warranty is strictly limited to repair or replacement. 8.2. Liability for minor hidden defects not covered by Articles 1792 and 2270 of the Civil Code is limited to a period of 2 years after completion of the works. Any legal action based on this shall only be admissible if it is brought within a period of 6 months from the day the Customer became aware or should have become aware of the defect. 8.3. The warranty shall only apply if the delivered goods are used in normal conditions and have received normal maintenance. 8.4. The warranty shall expire after the Customer has modified or had the goods modified by third parties. 8.5. For glass, fittings, ironwork, the warranty does not extend beyond that provided to Vida+ by its supplier. 8.6. For all other warranty provisions, the provisions of the warranty certificate upon delivery shall apply unless expressly stated otherwise in the agreement with the Customer. 8.7. Spare parts and working hours covered by the warranty are free of charge. Travel costs shall be invoiced at EUR 0.50/km with a minimum of EUR 20.00. 8.8. For repair works outside the above warranty provisions, the prices in force at that time shall apply.


9. Liability and Exoneration Clauses

9.1. The Customer is responsible for the stability of the structure and the location of the works to be carried out by Vida+. 9.2. Vida+ can never be held liable for work techniques imposed by the Customer. 9.3. If Vida+ is held liable, this liability shall always be limited to direct and material damage, excluding, among others, loss of profit, loss of turnover, loss of income, production limitations, administrative or personnel costs, and/or third-party claims. 9.4. Vida+ is automatically released and not bound to fulfill any obligation or compensation in case of force majeure. Force majeure shall be understood as the situation in which the performance of the agreement, whether wholly or partially, temporarily or not, is prevented by circumstances beyond the control of the parties, even if this circumstance was foreseeable at the time of conclusion of the agreement. Vida+ is not obliged to prove the unforeseeable and unavoidable nature of the circumstance constituting force majeure.


10. Termination

If the Customer or Vida+ fails to fulfill one of its essential obligations, such as timely and complete payment by the Customer, the other party not in default shall have the right to terminate the agreement without judicial authorization and without prior notice of default. In that case, the defaulting party shall owe the other party a fixed compensation amounting to 15% of the price, without prejudice to the right of the creditor to claim higher compensation upon proof of higher actual damages.


11.Applicable Law & Choice of Forum

These general terms and conditions, as well as all other agreements between Vida+ and the Customer, shall be governed exclusively by Belgian law, excluding the Vienna Sales Convention. All disputes between the parties concerning this agreement, as well as all other agreements arising therefrom, shall be exclusively within the jurisdiction of the courts of the judicial district of Antwerp, division of Antwerp.

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