General conditions for the contracting of works

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 customer (hereinafter: the "Customer") is governed by these general terms and conditions (hereinafter: the "General Terms and Conditions"), the quotation, the invoices and any special terms and conditions (hereinafter collectively: the "Agreement").

1.2. The acceptance of an offer by the Customer shall be deemed an unconditional and express acceptance of these General Terms and Conditions and waiver of the Customer's own general or special terms and conditions (even if they determine to be the only ones).

1.3. Changes to the Agreement or deviation from these General Terms and Conditions are valid only by written consent of Equi-P, including an invoice accepted by Customer.

2.1. A quotation of Equi-P is based on the information provided by Customer and is valid for a period of 30 calendar days.

2.2. The Agreement is concluded by the signing of the offer by the Customer, provided that it reaches Equi-P within the above period. After the expiration of that period, the offer will expire.

2.3. 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.

2.4. No rights may be derived from obvious typographical, printing or clerical errors in catalogs, quotations and similar documents. The Customer expressly accepts that Equi-P always has the right to correct obvious typographical, printing or writing errors.

3.1. The prices quoted are always expressed in euros, exclusive of VAT and other taxes, unless explicitly stated otherwise.

3.2. All invoices must be paid in euros.

3.3. Invoices relating to the delivery of materials must be paid in full prior to delivery. All other invoices (relating to work hours and other performance) shall be paid within 14 days of the invoice date (hereinafter: the "Due Date").

3.4. Any dispute with respect to an invoice must be in writing and must reach Equi-P no later than 10 calendar days after the invoice was sent, failing which the invoice will be deemed accepted.

3.5. In case of non-payment on the Due Date, default interest will automatically and without prior notice be due at the interest rate stipulated in the Act of 2 August 2002 on combating late payment in commercial transactions, with a minimum of 1% per month, on the unpaid amount, and the outstanding invoice amount will automatically and without prior notice be increased by 15%, with a minimum of EUR 250, as fixed damages.

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

3.7. In the event of non-payment on the Due Date, Equi-P shall have the right to suspend the performance of the Agreement, as well as of any other agreement with the Customer, and to charge the Customer for all costs and expenses incurred in connection therewith and/or at any time thereafter to terminate the Agreement.

3.8. All goods supplied and employed by Equi-P in the contracting works shall remain the property of Equi-P until they are paid in full, even if they are incorporated into the Customer's goods and/or have become immovable.

3.9. Until full payment, the full risk for the goods lies with the Customer, who will keep them in good condition and repair.

4.1. The offer includes only those performances and deliveries expressly mentioned therein. The performances and deliveries related to unforeseen circumstances, additional difficulties in the execution of the works or additional wishes of the Customer are not included in the price and will be charged additionally.

4.2. If the performance of the Agreement has become much more burdensome for Equi-P financially or otherwise due to circumstances or difficulties that Equi-P could not reasonably have foreseen at the time of submitting its offer, Equi-P will notify the Customer thereof. In that case, Equi-P and the Customer will attempt to revise the Agreement by mutual agreement.

4.3. Additional work requested by the Customer must be the subject of a written agreement.

4.4. Equi-P is entitled to perform any replacement or additional work, which would prove necessary during the execution of the works and to charge those additional works to the Customer.

4.5. In any case, Equi-P cannot be held liable because of the non-execution of additional works or extra works, if these were not expressly requested in writing by the Customer.

5.1. The execution periods communicated by Equi-P are purely indicative, unless otherwise agreed. The execution times are not a substantial element of the Agreement.

5.2. In case of an abnormal delay (of more than 6 months after the expiration of the initially stated indicative execution time) in delivery, the Customer has the right to terminate the Agreement by registered letter and without judicial intervention, on the condition that Equi-P has still not delivered within a period of 2 weeks after Customer requested Equi-P to deliver by registered letter.

5.3. The terms of execution in the Agreement may be extended if the execution of Equi-P's works have been delayed by other persons or by the Customer, if the Customer decides to make changes to it in the course of the works, or in case of force majeure.

6.1. The Customer is bound by an obligation of result to enable the execution of the works by Equi-P.

6.2. Before the scheduled start of the works, the Customer shall provide a site description of where the works are to be performed.

6.3. The Customer is solely responsible for the required administrative permits and confirms to have all legal authorizations for the execution of the works.

6.4. The Customer ensures that the site of the works is made accessible for the execution of the works and shall provide water and electricity free of charge for the execution of the works.

6.5. The Customer shall be liable to Equi-P for all costs, expenses and losses incurred by Equi-P due to failure to comply with these obligations.

7.1. From the commencement of the works and throughout their duration until acceptance, the Customer shall be responsible for site surveillance, at its expense and risk.

7.2. The Customer is liable for loss, theft, damage, destruction, vandalism, etc. caused to Equi-P's equipment or to the works from the beginning of the works.

7.3. The Customer shall ensure that he is adequately insured, taking into account the scope of the works.

8.1. Equi-P performs the works in accordance with the offer and according to the rules of good workmanship.

8.2. That commitment constitutes an obligation of means.

9.1. 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 explicitly stated otherwise.

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

10.1. Even in the event that the offer stipulates a fixed lump sum for the execution of the works, any increase in wages, social security charges, the prices of materials and transportation will lead to a price revision.

10.2. In the price revision formula, the indexes of wages and social charges as well as the indexes of material costs are taken into account.

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

11.2. Failure to comply with these obligations will result in a loss of the rights provided regarding the quality of the works performed.

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

12.1. Once the works are finished, Equi-P will invite the Customer to proceed with the acceptance of the works.

12.2. If the Customer refuses to participate in the acceptance, Equi-P shall give the Customer notice to express its point of view within a period of 1 week.

12.3. Upon completion, a report of completion (PV) shall be drawn up and signed by the parties.

12.4. The acceptance implies the Customer's approval of the works and his acceptance of visible defects.

13.1. The ten-year period referred to in articles 1792 and 2270 of the Old Civil Code starts on the date of acceptance.

13.2. For hidden defects other than those celebrated in articles 1792 and 2270 of the Old Civil Code, Equi-P is only liable if the defect is discovered within a period of one year after acceptance and the Customer notifies Equi-P in writing within a period of 14 days.

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

13.4. The Customer may not invoke this liability if the defect is the result of damage or poor maintenance by the Customer.

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

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

14.1. If the Customer abandons all or part of the agreed works, the Customer must indemnify Equi-P for all its expenses, all its labor, and everything it could have gained from those works.

14.2. That which Equi-P could have gained from the works shall be assessed at a flat rate of 25% of the compensation for the works not performed.

14.3. Such termination must be sent to Equi-P by registered letter and becomes effective five calendar days after receipt.

The transfer of risk takes place as the execution of the works or the delivery of the materials, goods or installations progresses.

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

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

16.3. 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.

17.1. 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.

17.2. The following circumstances shall be considered as cases of force majeure: strike, lockout, riot, revolution, mobilization, war, natural disasters, epidemics, governmental measures, transport difficulties, machine breakdowns, fire, flood.

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

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

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

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

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

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

18.3. Equi-P is not deemed to have knowledge of the specific application that the Customer will make of the works.

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

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

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

18.7. Except in case of intentional fault, Equi-P shall not be liable for intangible, consequential or indirect damages.

18.8. Liability for goods delivered is limited to the warranties provided by the manufacturer.

18.9. Equi-P cannot be held liable for damage to goods adjacent to the construction site that is the inevitable consequence of the execution of the works.

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

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

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

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

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

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

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

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

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

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

21.1. The Agreement shall be governed by Belgian law.

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

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