Terms and Conditions

TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale govern the sale of products (hereinafter “the Products”) by BELVICTUS SRL (hereinafter “SANALIO”) to its customers, whether businesses or individuals (hereinafter “the Customers”), from its premises located at Rue du Marais 5F/2 - 7620 Hollain, Belgium - VAT: BE 0750-606-091 or via its online platformhttps://www.sanalio.bio/(hereinafter “the Website”). These General Terms and Conditions of Sale and any special terms and conditions, if applicable, constitute the entirety of the contractual relationship between SANALIO and the Customer (hereinafter “the Contract” or the “GTC”).

Article 1 – Purpose

1.1.These General Terms and Conditions of Sale (hereinafter “GTC”) define, without prejudice to the application of any special terms and conditions, the respective obligations of SANALIO and its Customers in connection with the sale of Products. These GTC apply to all orders, including online orders, placed with SANALIO. Any deviations from or amendments to these general terms and conditions must be subject to SANALIO’s prior written consent.

1.2.By placing an order, the Customer expressly acknowledges that they have read the Terms and Conditions and accept them without reservation.

1.3.When placing an order online, the Customer may proceed with the purchase only after expressly accepting the Terms and Conditions.

1.4.SANALIO reserves the right to modify its Terms and Conditions at any time; the new Terms and Conditions shall apply to any order placed after such modification takes effect.

1.5.In the event of any conflict between our Terms and Conditions and those of the Customers, it is agreed that our Terms and Conditions shall prevail. Otherwise, any provisions not expressly waived shall remain applicable on a supplementary basis, provided they have been accepted by SANALIO.

Article 2 – Order and Formation of the Contract

2.1. TheAgreement is entered into on the date the Client accepts the quotation. The quotation is valid for thirty (30) days. Any modification to the quotation is subject to SANALIO’s prior approval.

SANALIO reserves the right to refuse any order, particularly if the quantities are excessive.

2.2. In the case of an online order, the Contract is formed upon confirmation of the purchase by SANALIO and payment by the Customer.

2.3.SANALIO is entitled to suspend performance of the Contract until it has actually received the required payment from the Customer.

2.4.SANALIO reserves the right to cancel or partially fulfill an order if the Products covered by the order are no longer available, or for other serious and legitimate reasons, which will be communicated to the Customer. In such cases, SANALIO will refund the Customer any amounts paid.

2.5.The essential characteristics of the Products covered by the order are described in the quotation accepted by the Customer. By confirming the order, the Customer acknowledges that they have reviewed the Product description and all relevant information pertaining thereto, and that they are bound by the terms and conditions set forth in the order. Any modification to the order is subject to SANALIO’s prior approval.

2.6.Products other than perishable goods that are actually purchased or delivered may differ slightly from their description in the quote or on the Website, particularly materials or other products that may vary slightly in color shade and texture, or have minor differences in dimensions.

2.7.SANALIO takes every possible measure to display images of the Products as they appear in reality and as accurately as technical or electronic means allow. However, SANALIO cannot guarantee that the images displayed on the screen will exactly match the actual Products or the images shown on the Website. The images may therefore differ from the actual product.

Article 3 – Prices and Payments

3.1.The price of the Products ordered is the price listed on the accepted quote as of the date of the order, including on the Website. The prices listed are in euros and include all taxes.

3.2.The listed price includes the base amount, VAT, and all other applicable fees (excluding shipping costs), including any costs related to the preparation of the package, unless otherwise specified in the Product description. The applicable VAT rate is the rate in effect at the time of the order; SANALIO reserves the right to pass on any changes in the VAT rate to the customer. Furthermore, if and to the extent that the individual customer qualifies for a reduced VAT rate, it is agreed that the customer assumes sole responsibility for this and shall hold SANALIO harmless from any consequences of a potential refusal by the tax authorities to apply the reduced rate.

3.3.SANALIO reserves the right to change prices at any time. It also reserves the right to refuse an order if the price listed on the Website is incorrect due to a technical or human error.

3.4.SANALIO reserves the right to require a deposit prior to accepting the order. Unless otherwise agreed for sales to businesses, payment is due within 30 days of the date of receipt of the goods; however, for sales made on the Website, payment for the order is due at the time of purchase on the Website. Orders placed on the Website are paid for using the following methods: credit cards (VISA, MasterCard), Bancontact, or Maestro.

3.5.SANALIO retains full ownership of the Products until the agreed price has been paid in full. The customer authorizes SANALIO to recover the sold Products, regardless of who is in possession of them. However, the risks (loss, theft, damage, etc.) associated with the Products are transferred to the customer upon delivery to the agreed-upon location, as is the obligation to compensate for any damage they may cause to property or persons.

3.6. In accordance with Article L221-28 of the French Consumer Code, the right of withdrawal does not apply to perishable products offered for sale. In the event of unilateral cancellation of an order by the Customer, SANALIO reserves the right to demand a cancellation fee equal to 15% of the total amount of the order placed, without the Customer being entitled to request any refund.

3.7.Promotional codes offered by SANALIO are subject to the following terms and conditions:

• A promotional code is strictly limited to one use per household (i.e., same name, same mailing address, or same email address).
• In the event of misuse (e.g., multiple uses at the same address or by members of the same household), SANALIO reserves the right to cancel all or part of the order, or to claim reimbursement for the amount of the improperly applied discount.
• Unless otherwise stated, codes cannot be combined or applied retroactively.

Article 4 – Order Fulfillment and Delivery

4.1 Unlessotherwise expressly stated, all delivery costs, if any—such as transportation costs, insurance costs, shipping costs, or other charges—are the responsibility of the Customer and are itemized in the quote. The same applies to any special delivery requests, particularly regarding the packaging of the Products, that were not included in the quote.

4.2 SANALIOagrees to deliver the agreed-upon Products to the agreed-upon delivery location, provided that delivery service is included in the order. The customer is responsible for any errors in the delivery address provided to SANALIO.

Unless otherwise agreed, the delivery time for orders fulfilled by SANALIO is 30 business days from the date the Customer confirms their order. However, this timeframe is approximate, as product availability and order volume may result in additional processing time. In the event of a foreseeable delay, SANALIO undertakes to contact the Customer as soon as possible to agree on a new delivery date with the Customer.

Accordingly, any delays incurred by SANALIO shall in no event justify the cancellation of the order, the termination of the Contract, or a claim for damages, unless such delays exceed 90 days from the originally scheduled delivery date, without prejudice to Section 4.3 (force majeure).

4.3 Inany event, the following circumstances shall release SANALIO from its obligation to meet the specified delivery deadlines:

Force majeure (including, but not limited to, cyberattacks, strikes, epidemics, technical incidents, delays by suppliers or carriers, and labor shortages) or acts of a third party, such as a supplier;

Failure to comply with payment terms;

Changes to orders requested by the Customer;

Failure by the Customer to provide the information requested by SANALIO in order to complete deliveries within the specified time frame.

4.4 NotwithstandingSection 3.5, it is agreed that the customer shall be required to submit any claims relating to the shipment of the Products to the carrier.

Article 5 – Acceptance of Products – Visible Defects – Storage and Use Conditions

Unless otherwise agreed, the Products supplied by SANALIO are deemed to have been accepted and approved by the Customer unless the Customer has reported any defects by registered letter or submitted any written comments regarding their conformitywithin 48 hoursof delivery or in-store purchase. Upon receipt, it is the Customer’s responsibility to inspect the merchandise and packagingin the presence of the driver.The waiting period is a maximum of 15 minutes to allow the Customer to inspect the merchandise.

If the driver refuses to wait for this period, it is recommended that you refuse the shipment so that you can reschedule the delivery with the local branch.

If the Customer accepts delivery without having had time to inspect the goods, they must clearly state on the paper receipt: “The driver did not give me time to inspect the goods.”

5.1 Unlessotherwise agreed, no return of Products is permitted unless there is a recognized defect in the Product.

5.2 Ifthe Customer is a consumer and has purchased the Product on the Website, they have 14 days from the date of delivery to cancel the purchase and/or report a lack of conformity, if applicable. In accordance with Article VI.53 of the Economic Code, a consumer may not exercise the right of withdrawal for perishable goods such as pet food sold by SANALIO. If the right of withdrawal is exercised, shipping and return shipping costs are the customer’s responsibility; the refund will be issued no later than 14 days after SANALIO receives the Products.

5.3 Inthe event of a non-conformity reported within the time limits set forth in Section 5.1, after inspecting the Product based on the Customer’s descriptions and reports, SANALIO shall supply the conforming Product ordered within the agreed time limits after first receiving the non-conforming Product.

If we are unable to provide a compliant Product, the Customer will be fully refunded for any amount paid.

5.4 Thecustomer agrees to use the Products in accordance with their intended purpose, with due care and attention, and in accordance with any instructions for use or storage provided by SANALIO.

5.5 Thecustomer shall not resell the Products to any third party, except for veterinarians or veterinary clinics holding a valid drug distribution license. Direct distribution to a pharmacy is strictly prohibited.

Any sale on a third-party online marketplace is prohibited without SANALIO’s prior written consent.

Our products may only be distributed in Belgium, France, and Luxembourg. Any sale intended for export or to a customer outside these territories is prohibited unless SANALIO has given its prior consent.

Article 6 - Late Payment Interest, Liquidated Damages, and Costs

6.1 If applicable, any invoice not paid by the due date shall, automatically and without prior notice, accrue contractual late-payment interest at a rate of 1.5 percent per month or portion thereof, with a minimum rate in accordance with that provided for in Article 5 of the Law of August 2, 2002, on late payment in commercial transactions.

6.2 Ifthe Customer is an individual, any invoice that remains unpaid by the due date shall, 14 calendar days after a prior, free-of-charge formal notice, accrue contractual late-payment interest in accordance with the provisions of Article 5 of the Law of August 2, 2002, on late payment in commercial transactions.

6.3 Inaddition, any invoice remaining unpaid by the due date shall, automatically and without formal notice, be subject to a contractual, fixed, and non-reducible penalty of 15% of the outstanding amount, with a minimum of €50 per unpaid invoice.

6.4 Furthermore, if overdue invoices remain unpaid, the amounts due will be increased by €5 per reminder sent to cover administrative costs. This also applies to individuals under the conditions set forth in Section 6.2.

6.5 Inthe event that legal proceedings are initiated as a result of a breach of contract by the Client—including, in particular, failure to pay an invoice by its due date—SANALIO reserves the right to claim legal defense costs (attorney’s fees, expert fees, , etc.) incurred (which form an integral part of its damages), without prejudice to the application of the contractual indemnity set forth above.

6.6 Failureto pay an invoice by its due date shall render all amounts due immediately payable.

Article 7 – Complaints

7.1 Anyclaim and/or dispute by the Customer regarding the Products must be made in writing within the time limit specified in Section 5.1, failing which it shall be null and void.

7.2 Anyclaim regarding an invoice must be sent to SANALIO by certified mail within 8 days of receipt of the invoice, or the claim will be deemed invalid. Otherwise, the invoice shall be deemed to have been definitively accepted by the Customer.

7.3 Filinga claim does not in any way relieve the Customer of its payment obligations.

Article 8 – Warranty

8.1 TheProducts supplied by SANALIO shall be deemed to have been accepted by the customer within the time limit specified in Section 5.1, unless the customer submits a specific and detailed complaint to SANALIO before the expiration of that time limit.

8.2 The warrantyfor the Products shall cover all apparent defects and defects of conformity, that is, all defects that the Customer could have detected at the time of delivery or within the period specified in Section 5.1.

8.3 Withoutprejudice to the application of Articles 1649bis through 1649octies of the Belgian Civil Code and Articles L217-3 through L217-7 of the French Consumer Code, SANALIO warrants the Products supplied against hidden defects for a period of 2 months from the date of delivery. To invoke the warranty, the Customer must notify SANALIO of any claim regarding hidden defects by registered letter as soon as the defect appears and, at the latest, within 30 calendar days following the discovery of the defect. Furthermore, the defect must render the Product unfit for its intended use.

8.4 However, the warranty does not cover defects resulting from (this list is not exhaustive): (i) abnormal or improper use of the Product, (ii) improper storage of the Product, (iii) an external cause, or (iv) normal wear and tear of the Product; or (iv) any modification of the Product by the Customer or a third party.

8.5 Inany event, SANALIO is solely obligated to provide an equivalent and compliant Product or to replace the non-compliant Product, to the exclusion of any compensation for any reason whatsoever, including, but not limited to, costs incurred in connection with the replacement, as well as any related losses, damages, or loss of profits.

Article 9 - Responsibilities

9.1 SANALIOassumes no liability toward its Customers other than that provided for in Section 8.

9.2 Except in casesof gross negligence or willful misconduct, SANALIO disclaims all liability, both to its Customers and to third parties, for any damage to property or personal injury resulting from the use of the Products supplied by SANALIO, including loss of profits or any other loss arising directly or indirectly from a defect in the Product.

9.3SANALIO’s liabilityis limited to direct and foreseeable damages, provided that such damages are proven by the Customer. Any other liability is excluded. In any event, SANALIO’s liability is limited to the amount of the order for Products. SANALIO’s liability for indirect damages is excluded.

9.4 Itis agreed that SANALIO shall not be held liable if the Customer fails to notify SANALIO in writing of the occurrence of the damage, its extent, and its possible causes within 8 business days of the date the damage occurred.

9.5 SANALIOshall not be liable for any damage caused by the fault or actions of the Customer or any third party. SANALIO shall also not be liable for any damage resulting from wear and tear and/or the use of Products in a manner inconsistent with their normal use or proper storage.

Article 10 - Force Majeure

10.1 SANALIOis not required to fulfill its obligations in the event of force majeure, which includes natural disasters, acts and orders of competent authorities, acts of terrorism or war, as well as any other event that was not reasonably foreseeable or surmountable. SANALIO will notify the Customer as soon as possible of the occurrence of the disruptive event.

10.2 Inthe event of force majeure, SANALIO’s obligations shall be suspended until the circumstances preventing the performance of such obligations have ceased. If the force majeure situation lasts for more than 30 days, SANALIO or the Customer shall be entitled to terminate the Contract upon prior notice. Any indemnity or compensation other than a refund of the price paid, if applicable, is excluded in such cases.

10.3 SANALIOreserves the right to extend any agreed delivery or performance deadline by a period equal to the duration of the force majeure event. Similarly, if such events may jeopardize the fulfillment of the order in accordance with the agreed terms, SANALIO reserves the right to terminate the Contract without liability for damages.

Article 11 – Termination – Termination Due to the Customer’s Fault

11.1 Theforegoing provisions do not constitute a waiver of SANALIO’s right to seek, in the event of non-payment or breach by its contracting party of its contractual obligations (or a serious risk of such breach), the automatic termination or cancellation of the Contract, along with damages.

11.2 Thisclaim shall be filed by sending a notice via certified mail to the Customer.

Article 12 – Intellectual Property

12.1 SANALIOremains the sole and exclusive owner of all intellectual property rights relating to its name, logos, trade names, and trademarks, of whatever nature. By purchasing the Products, the Customer does not acquire any intellectual property rights whatsoever in the Products purchased.

12.2 TheCustomer shall refrain from taking any action that could, directly or indirectly, infringe upon SANALIO’s intellectual property rights.

Article 13 - Processing of Personal Data

13.1 Ifthe provision of the Product involves SANALIO processing the Customer’s personal data, SANALIO will carry out such processing in accordance with Regulation (EU) 2016/679 of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and the Act of July 30, 2018, on the protection of natural persons with regard to the processing of personal data.

13.2 Tothe extent that the processing involves the personal data of third parties, the customer undertakes to ensure that such processing by SANALIO is carried out in accordance with applicable law and, where necessary, with the prior consent of the data subject.

13.3 SANALIOundertakes to comply with the commitments set forth in the privacy policy available on its website:https://www.sanalio.bio/

Article 14 – Miscellaneous Provisions

14.1 Anyinformation about the Products published on its website or in any other medium is not binding on SANALIO and is provided for informational purposes only. SANALIO reserves the right to modify such information without prior notice.

14.2 The factthat SANALIO or the Customer does not invoke a provision of the Terms and Conditions or a breach by its contracting party shall not be construed, in the future, as a waiver of the right or obligation in question. SANALIO reserves the right to modify the T&Cs; in such cases, the modifications shall take effect and shall apply only to sales concluded after the T&Cs are posted on the Website.

14.3 Ifany provision of these Terms and Conditions is declared invalid pursuant to a law, regulation, or a final decision by a competent court, it shall be deemed unenforceable, while the remaining provisions shall remain in full force and effect. SANALIO may, if necessary, replace the invalid provision(s). These T&Cs and any special terms and conditions, if applicable, constitute the entirety of the contractual relationship between SANALIO and the Customer.

14.4 Ifthe Customer is a private individual, in the event of a dispute regarding the Contract, they may file a complaint with the Federal Consumer Mediation Service (https://mediationconsommateur.be/fr). This mediation is voluntary and free of charge. The Customer may also choose to use the European Online Dispute Resolution Platform (ODR platform) available at the following address:

https://ec.europa.eu/consumers/odr/. This website is specifically dedicated to the out-of-court resolution of disputes concerning contractual obligations arising from this Agreement.

14.5 TheseTerms and Conditions are governed by Belgian law. Without prejudice to the application of Section 14.4 of these Terms and Conditions, all disputes arising out of or in connection with the formation, performance, or interpretation of the GTC or the Contract, as well as any dispute regarding non-contractual liability that could not be settled amicably beforehand, shall be subject to the exclusive jurisdiction of the Hainaut Commercial Court, Tournai Division. If the Customer is a private individual, any dispute shall be submitted to the competent court pursuant to Article 624 of the Belgian Judicial Code and Article R-631.3 of the French Consumer Code.