Article 1: General
1.1 These general terms and conditions apply to all offers, quotations, and agreements between Vitamin Road (hereinafter referred to as “Supplier”) and any other party (hereinafter referred to as “Customer”). These conditions also apply to agreements involving third parties engaged by Vitamin Road for the execution of the agreement.
1.2 The Supplier explicitly rejects and is not bound by any other (general) terms and conditions of the Customer.
1.3 Should one or more articles in these general terms and conditions be null or void, the applicability and validity of the remaining provisions remain unaffected.
1.4 Deviations from these general terms and conditions are only possible and valid if explicitly agreed upon in writing.
1.5 The Supplier assumes that the Customer acts in the exercise of their profession or business. If not, the Customer must notify the Supplier in writing.
Article 2: Quotations, Offers, and Agreement
2.1 All quotations and offers from Vitamin Road are non-binding unless a validity period is specified in the quotation and expire after 30 days. A quotation or offer lapses if the product in question is no longer available.
2.2 Vitamin Road cannot be held to its quotations or offers if the Customer could reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake or clerical error.
2.3 An agreement is concluded at the moment the Customer accepts the offer and it is confirmed in writing by the Supplier. After this confirmation, the Supplier has the right to revoke the offer within three working days.
Article 3: Pricing
3.1 The offer includes prices excluding VAT unless stated otherwise.
3.2 The Supplier reserves the right to change the agreed prices starting two weeks after the conclusion of the agreement. The Customer must accept price increases up to 10%.
3.3 If the delivered product does not conform to the agreement (is defective or faulty), the Customer must notify the Supplier no later than 10 days after they could reasonably have discovered the defect. Failure to do so voids any claim for repair, replacement, compensation, or refund related to the defect.
3.4 The produced quantity may deviate by up to 10% from the quantity ordered. The Customer expressly agrees to this and cannot claim damages or terminate the agreement due to this deviation.
3.5 If the Supplier deems a complaint valid, the relevant products will be repaired, replaced, or partially refunded after consultation with the Customer.
3.6 If the Supplier cannot deliver the products within the agreed timeframe, they will inform the Customer of the expected new delivery date. Exceeding the delivery time does not entitle the Customer to compensation unless it is due to intent or gross negligence on the part of the Supplier.
Article 4: Payment
4.1 Payment must be made immediately or no later than 14 days after the invoice date. The Customer is in default by operation of law if they fail to pay within the stipulated period, without requiring a formal notice of default. All claims by the Supplier against the Customer become immediately payable, and the Customer owes statutory commercial interest.
4.2 The Customer is never entitled to offset amounts owed to the Supplier. Objections to invoice amounts do not suspend payment obligations.
4.3 If payment is not made within the agreed period, the Customer owes the Supplier all extrajudicial collection costs, with a minimum of €150. These costs amount to 15% of the outstanding principal sum.
Article 5: Force Majeure
5.1 The Supplier has the right to suspend its obligations if performance is temporarily impossible due to force majeure—circumstances beyond the Supplier’s control, such as illness, natural disasters, staff shortages, governmental measures, lack of raw materials, or other obstructions. The Customer is not entitled to compensation for damages resulting from the suspension.
5.2 If performance becomes permanently impossible, the agreement can be dissolved by the Customer, who has no entitlement to compensation for damages due to such dissolution.
Article 6: Termination and Suspension
6.1 In the event of bankruptcy, statutory debt restructuring, receivership, attachment, or suspension of payments by the Customer, the Supplier’s claims become immediately payable. The Supplier is entitled to suspend its obligations or terminate the agreement without prejudice to its right to claim full compensation.
Article 7: Complaints
7.1 Complaints (e.g., regarding invoice amounts) must be submitted in writing to the Supplier within the payment term and no later than 10 days after the invoice date, failing which all rights lapse.
Article 8: Liability
8.1 The Supplier is not liable for indirect damages, including consequential damages, lost revenue, data loss, and immaterial damages arising from the agreement.
8.2 Direct damages are limited to the invoice amount paid by the Customer to the Supplier (excluding VAT) per event, up to a maximum of €20,000.
8.3 To claim compensation, the Customer must report the damage in writing within 10 days of its occurrence.
8.4 In the case of force majeure, the Supplier is not liable for damages incurred by the Customer.
8.5 The Supplier is not liable for defects or third-party claims arising from inaccurate information or materials provided by the Customer.
8.6 The right to reclamation expires if the products have been processed or mixed by the Customer.
Article 9: Limitation Period
9.1 Claims and defenses against the Supplier are subject to a six-month limitation period.
Article 10: Retention of Title
10.1 Delivered goods remain the property of the Supplier until all claims, including related costs and interest, are fully paid.
10.2 The Customer must store the goods carefully and as recognizable property of the Supplier.
10.3 The Supplier may reclaim delivered goods if the Customer fails to pay or faces financial difficulties.
Article 11: Intellectual Property
11.1 The Supplier retains all intellectual property rights on logos, compositions, recipes, documents, and related knowledge.
Article 12: Confidentiality
12.1 The Customer shall not disclose agreements, offers, or other communications from the Supplier to third parties.
Article 13: Privacy
13.1 Personal data processed during the execution of tasks will be handled in accordance with the General Data Protection Regulation (GDPR).
Article 14: Governing Law and Jurisdiction
14.1 Dutch law applies.
14.2 Disputes are settled by the competent court in the Supplier’s location unless otherwise stated.
Article 15: Changes
15.1 The Supplier reserves the right to amend these terms and conditions. Changes take effect on the announced effective date.
