General conditions for the sale of goods

1.1. The legal relationship between V P B, limited liability company with its registered office at Babilliestraat 4, 8800 Roeselare, Belgium, registered with the Crossroads Bank for Enterprises under number 0453.532.507 (RLP: Ghent, section Kortrijk) (hereinafter: "Equi-P") and a purchaser of goods (hereinafter: the "Customer") is governed by these general terms and conditions (hereinafter: the "General Terms and Conditions"), the offer, invoices and special terms and conditions (hereinafter collectively: the "Agreement").

1.2. The Agreement is established only after Equi-P's written confirmation of the Customer's order.

1.3. The Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all written or oral agreements, discussions, negotiations and proposals that related to the subject matter of the Agreement.

1.4. The placing of an order by the Customer constitutes an unconditional and explicit acceptance of these General Terms and Conditions and a waiver of the Customer's own general or special terms and conditions.

1.5. Amendments to the Agreement are valid only by written consent of Equi-P.

1.6. No rights may be derived from obvious typographical, printing or writing errors in catalogs, quotations and similar documents.

2.1. The prices quoted are always expressed in euros, excluding VAT and other taxes, unless explicitly stated otherwise.

2.2. All stated prices are subject to change at any time with regard to future sales.

2.3. Between the time when the Agreement is concluded and the time when the goods are delivered or payable, the prices may be changed at any time due to objectively demonstrable and real changes in raw material prices, wages, general expenses, transport prices.

2.4. All invoices from Equi-P must be paid in Euros.

2.5. Invoices relating to custom-made goods must be paid in full when the offer is signed. All other invoices have to be paid within 14 days after the invoice date (hereinafter: the "Due Date").

2.6. Any dispute regarding an invoice must be made in writing and must reach Equi-P no later than 10 calendar days after the invoice was sent.

2.7. In case of non-payment on the Due Date, default interest will be due at the rate of 1% per month minimum, and the outstanding invoice amount will be increased by 15%, with a minimum of EUR 250.

2.8. The non-payment on the Due Date of a single invoice, makes the due balance of all other invoices automatically due and payable.

2.9. Equi-P may require payment for export orders to be made by irrevocable letter of credit.

2.10. In the event of non-payment on the Due Date, Equi-P shall have the right to suspend the performance of the Agreement.

2.11. All goods remain the property of Equi-P until paid for in full.

2.12. Until paid in full, the full risk for the goods lies with the Customer.

3.1. Equi-P delivers the ordered goods at the time, place and in the circumstances specified in the confirmation of the order. The Customer is obliged to take actual delivery of the goods.

3.2. Unless expressly agreed otherwise, the costs of delivery are not included in the price. These costs shall be borne solely and exclusively by the Customer.

3.3. The delivery terms communicated by Equi-P are purely indicative, unless otherwise agreed. Delivery terms are not a substantial element of the Agreement.

3.4. In case of an abnormal delay (of more than 6 months) in delivery, the Customer has the right to terminate the Agreement by registered letter.

3.5. Equi-P reserves the right to make partial deliveries.

3.6. Unless otherwise agreed, delivery is made on behalf of and at the sole risk of the Customer.

3.7. All measures and permits related to international trade are for the account of the Customer.

3.8. The Customer declares to be available to receive the ordered goods at the time determined for delivery.

3.9. Equi-P shall be entitled to compensation for storage costs if delivery is delayed by the Customer's failure to accept delivery.

4.1. Technical drawings, specifications, information, illustrations, oral communications, and statements regarding the main characteristics of the goods are presented as accurately as possible and are not binding, unless expressly stated otherwise.

4.2. Images on the Equi-P website are purely illustrative. The Customer cannot derive any rights from them.

5.1. Customer is obliged to inspect the goods immediately upon delivery and to notify Equi-P of any visible defects within a period of three days after delivery.

5.2. Equi-P guarantees that the goods are free from hidden defects caused by inadequacy or negligence in Equi-P's workmanship or materials for a period of 12 months after delivery (hereinafter, the "Warranty Period").

5.3. If the Customer discovers a hidden defect within the Warranty Period, the Customer must notify Equi-P in writing within a period of 14 days.

5.4. In the event of a valid invocation of the Warranty, Equi-P will repair or replace any defective good, or reduce the purchase price.

5.5. The Customer may not invoke the Warranty when the goods have not been properly installed, used, maintained or repaired.

5.6. Normal wear and tear and slight differences in color or dimensions shall not be considered a defect.

5.7. A notification by the Customer regarding an alleged defect does not suspend the Customer's obligation to pay.

6.1. The Customer undertakes to supply all information reasonably necessary to enable Equi-P to perform the Agreement, to use the goods only for their intended purpose and not to use unapproved spare parts.

6.2. Failure to comply with these obligations will result in a loss of the Warranty.

6.3. The Customer shall be liable to Equi-P for all costs, expenses and losses incurred due to non-compliance with those obligations.

7.1. Equi-P has the right to terminate the Agreement in whole or in part by written notice to the Customer and without prior notice of default in the event of a material breach of commitments, non-payment or late payment of an invoice, a refusal to take receipt of the ordered goods, or an insolvency procedure.

7.2. In the event of dissolution at Customer's expense, Customer undertakes to return the delivered goods immediately.

7.3. The Customer is liable for all costs and expenses incurred by Equi-P, as well as for its loss of profits, with a minimum of 30% of the price.

8.1. An event of force majeure arises, when the performance of the Agreement has become wholly or partially, permanently or temporarily, impossible for a party due to circumstances beyond the will of that party.

8.2. The following circumstances shall be considered as cases of force majeure: strike, lock-out, riot, revolution, mobilization, war, natural disasters, epidemics, government measures, transport difficulties, machine breakdowns, fire, flood, default of suppliers.

8.3. In case of force majeure, the party affected shall be entitled to suspend the performance of its obligations.

8.4. If the force majeure continues for more than three months, each party shall have the right to terminate the Agreement.

8.5. The parties shall not be liable for any damages for non-performance resulting from force majeure.

8.6. The Customer acknowledges that under no circumstances may it invoke force majeure for the non-performance of its payment obligations.

9.1. The legal provisions on extra-contractual liability are expressly excluded.

9.2. Equi-P reserves the right to hold the Customer extra-contractually liable for their errors.

9.3. Any fault of Equi-P can only give rise to contractual liability.

9.4. Equi-P is not deemed to have knowledge of the specific application that the Customer will make of the purchased goods.

9.5. Equi-P is not liable for damages arising from incorrect data provided by the Customer.

9.6. Equi-P's liability is not limited in the case of fault affecting the life or physical integrity of a person.

9.7. Equi-P is not liable for slight fault or negligence.

9.8. Except in the case of willful misconduct or fraud, Equi-P shall not be liable for intangible, consequential or indirect damages.

9.9. Equi-P's maximum aggregate liability shall not exceed the total price paid for the goods in question.

9.10. The Customer shall indemnify Equi-P against all losses, costs, claims related to the delivery of the goods.

9.11. The Customer shall notify Equi-P within a period of 10 days after it has knowledge of the damage.

10.1. The parties acknowledge and agree that each party acts as data controller for their respective purposes.

10.2. The parties shall provide each other with reasonable mutual assistance to comply with data subject requests.

10.3. Where parties transfer personal data to countries outside the European Economic Area, the parties shall ensure an adequate level of protection.

10.4. Equi-P's Privacy Policy is available at: equi-p.be/en/privacy-policy.

11.1. The Customer may not assign the Agreement or its rights under it to a third party without Equi-P's prior written consent.

11.2. Equi-P's failure to exercise any right shall in no way constitute a waiver of that right.

11.3. If one or more clauses of the Agreement should be void, this shall not affect the validity of the remaining clauses.

12.1. The Agreement shall be governed by Belgian law, including the Vienna Sales Convention.

12.2. The Commercial Court of Ghent, section Kortrijk shall have exclusive jurisdiction over all disputes arising out of the Agreement.

12.3. Equi-P has the right to submit a dispute to any competent court.