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General terms and conditions for the website www.dripl.be

A. Purchase Conditions

Art. 1 Definitions

For the purposes of this Sales Agreement, the following definitions shall apply:

  1. “Tappunt”: durable beverage dispensers that allow users to fill their own reusable drinking bottle or cup with different volumes with an organic, low-sugar water-based soft drink or sparkling water with different flavours.

 

  1. “Flavour Boxes”: the flavour concentrates in a bag-in-box (BiB) packaging with hermetic seal, exclusively intended for use in Dripl’s Tapping Point.

 

  1. “Products”: the flavour boxes, CO2 capsules and any other products for use in the Tapping Point.

Art. 2 Object of the sales agreement

Deze Verkoopovereenkomst heeft betrekking op de verkoop van Tappunten door Dripl aan de Klant. Het aantal Tappunten wordt bepaald in Vak 3.1. van Bijzondere Voorwaarden.

Art. 3 Obligations of the customer

  1. The Customer undertakes to purchase the Products for the use of the Tapping Point exclusively from Dripl.

  2. The Customer also undertakes not to connect any other Products to the Tappunt than those offered by Dripl.

  3. In the event that the Customer wishes to sell the Tappunt to a third party after entering into this Sales Agreement, the Customer also undertakes to include a clause in the sales agreement with the third party, in which the latter undertakes not to connect any other products to the Tappunt than those offered by Dripl.

  4. The Customer undertakes to always connect a maximum of four (4) different Taste Boxes to the Tappunt. The Customer vouches for and guarantees the optimum quality of the Dripl Drinks at all times. The Taste Boxes have a shelf life of one (1) year, provided the packaging is closed. After connection in the Tapping Point, the Taste Dozen should be consumed within four (4) weeks.

Art. 4 Delivery

The Tapping Point is delivered by Dripl at the Location indicated in Section 3.2 of the Special Conditions.

Deliveries are made within the period agreed in Section 5.1. of the Special Conditions. This delivery period is purely indicative and always approximate. Dripl will notify the Customer if the delivery term is exceeded. Exceeding the anticipated delivery time cannot give rise to termination, cancellation or dissolution of the Sales Agreement at Dripl’s expense, substitution or any fine or damages of any kind. Exceeding the scheduled delivery time does not release the Customer from its obligations.

However, when the delay in delivery as agreed in the Special Terms and Conditions exceeds every reasonable period

Art. 5 Installation

Dripl shall connect the Tapping Point to the mains electricity supply, the water supply, the drain pan and the Wi-Fi network or a fixed Internet connection. Dripl is not responsible for any necessary preparatory works at the site to enable the installation of the Tapping Point. The Customer is responsible for ensuring that these necessary preparatory works (energy connection, water connection and internet connection) are completed in time for Dripl to proceed with installation and making the Tapping Point ready for use.

Dripl is entitled to charge additional costs (waiting time, extra costs, extra work etc.) if the location is not accessible and/or not prepared at the agreed time for installation of the Tapping Point.

In addition, Dripl provides a training of one (1) hour at the time of installation with regard to the correct use and daily maintenance of the Tapping Point and provides the Customer with the necessary user manuals, information documents and instruction videos for the Tapping Point. The invoice for the tap point is sent to the Customer two weeks before delivery and is payable within fifteen (15) days from the date of invoice, including the invoice date, on the bank account stated in Section 3.2 of the Special Conditions.

Art. 6 Payment

  1. The retail price of one or more Taps is always exclusive of VAT.

     

  2. The Tap Point invoice is sent to the customer two weeks before the delivery, and is payable within fifteen (15) days of the invoice date, including the invoice date, into the bank account stated in Section 3.2 of the Special Conditions.

     

  3. Invoices from Dripl can only be protested against in writing by registered letter within seven (7) calendar days of the invoice date, stating the invoice date, invoice number and detailed reasons for the protest.

     

  4. The Tap Point supplied by Dripl remains Dripl’s property until full payment of the price owed (in principal, interest and costs) by the Customer, in accordance with the provisions of the price schedule, Section 3 of the Special Conditions.

     

  5. In the event of late payment by the Customer (i) A late payment interest of 1% per overdue month shall be charged automatically and without prior notice of default, whereby each started month shall be regarded as a complete month; (ii) The amount due shall also be increased by all collection costs associated with the collection of the overdue amounts; (iii) The outstanding amount shall automatically and without prior notice of default be further increased by liquidated damages equal to 10% of the invoice amount by way of liquidated damages, without prejudice to Dripl’s right to claim compensation for any damages proved higher; (iv) Dripl reserves the right to suspend its obligation to supply the Tapping Point as long as no full payment of the amounts owed by the Customer has been received. Any delay in payment by the Customer may result in a delay in the performance of Dripl’s obligations.

Art. 7 Liability

  1. Dripl declares to the best of its knowledge and belief that there are no hidden defects in relation to the Tapping Point.

     

  2. The discovery of hidden defects in relation to the Tapping Point is to be notified by the Customer to Dripl by registered letter within a period of ten (10) working days. The period of ten (10) working days commences at the time when the Customer discovers the existence of the hidden defect. Dripl is only liable for hidden defects which are discovered within a period of six (6) months after delivery of the Tapping Point. Dripl is not liable for any damage resulting from the connection of other products, than those offered by Dripl, to the Tapping Point.

     

  3. Dripl’s liability to the Customer for any direct loss which is the consequence of any failure in the performance of its obligations under the Sales Agreement is limited in the following ways: (i) As to the damage to the defective Tapping Point: at Dripl’s option and discretion, the (re)delivery of the defective Tapping Point. If redelivery is not or no longer possible or meaningful, the Customer is entitled to a refund of the purchase price of the defective Tap Point, possibly reduced by a usage fee to be determined by Dripl for the period that the Customer has had enjoyment of the Tap Point. (ii) In respect of damage other than to the defective Tap Point: The purchase price of the defective Tap Point, as agreed in Section 3.1.4. of the Special Conditions.

     

  4. The Customer shall in no event be entitled to indemnity from Dripl for: (i) Defects caused directly or indirectly by an act of the Customer or a third party, whether caused by error, negligence or carelessness; (ii) Damage caused by misuse; (iii) Additional damage caused by further use or application by the Customer after a defect has been identified; (iv) Alleged defects based on subjective data, such as personal taste or preferences; (v) Allergic or other reactions as a result of the consumption of the Dripl Drinks by the users; (vi) Damages which would not have occurred if the Customer had acted with sufficient diligence to limit the damage; (vii) Damages caused by force majeure or imprecision, in accordance with the provisions of Clauses 8 and 9. (viii) Indirect and consequential damage, such as, but not limited to, damage to image, loss of income, loss of turnover, damage to third parties, etc.

Art. 8 Force majeure

  1. If one of the parties is unable to execute the Sales Agreement due to force majeure, this party shall be entitled to (i) temporarily suspend the execution of its obligations, or (ii) terminate the Sales Agreement, if the Sales Agreement cannot be executed for more than three (3) months.

     

  2. Force majeure means, but is not limited to, each of the following cases: (i) illness (ii) natural conditions (such as floods, weather damage, lightning, snow, earthquake…) (iii) epidemics and pandemics (iv) accidents (such as fire, explosion, machinery breakdown…) (v) war (vi) seizure (vii) government measures (such as embargo, restrictions in energy use, export ban, tax measures… ) (viii) delay in supply (ix) electrical, computer, internet or telecommunication breakdowns (x) hacking (xi) general scarcity of raw materials or merchandise (xii) crime (such as theft, threats and/or acts of terror…) Force majeure does not include in any case: (i) Strike and lock-out (ii) Company organisational circumstances

     

  3. The party wishing to invoke the provisions of Article 8 shall notify the other party expressly in writing of the force majeure event and of its intention to invoke the provisions of Article 8 as soon as possible, but in any event no later than 2 working days from the date on which the affected party becomes aware, or should reasonably have become aware, of such force majeure event.

Art. 9 Confidentiality & data protection

  1. The Customer is required to keep this Sales Agreement and any confidential information relating to Dripl or its operation confidential.

     

  2. Dripl processes personal data in the performance of the Sales Agreement with the Customer and/or as part of a legal obligation.

     

  3. Both Dripl and the Customer undertake to comply with the applicable privacy legislation (being (i) the EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (GDPR/AVG), (ii) the law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and (iii) other Belgian legislation in this regard, including future ones).

Art. 10 Warranty

  1. Dripl guarantees to repair, free of charge, within one year of delivery, if the product supplied is defective in that period, even if the product was in good working order when delivered (repair guarantee).

     

  2. After sixty (60) months, the customer is obliged to make a choice between: (i) upgrading the unit at a cost of €1,500, putting it back into service for another 36 months, with a 6 month repair warranty (ii) selling the unit to Dripl via a buy-back guarentee at 2% of the purchase price, thus assuring Dripl that the disposal of the unit is done in a sustainable and responsible manner.

     

  3. This is to be notified to Dripl six (6) months in advance.

B. Maintenance conditions

Art. 11 Object of the Maintenance Agreement

  1. DRIPL also provides a compulsory Maintenance Service for its Customers when renting out the tap point.

     

  2. The Maintenance Service comprises the following aspects: (i) “Preventive Annual Maintenance”: preventive annual maintenance, whereby a DRIPL technician performs a general check-up of the Tap Point as well as thorough maintenance; (ii) “Fault Service”: in the event of technical problems, the fault is remedied on-site or remotely;

     

  3. The specifications and the exact scope of the Maintenance Service depend on the Service Level chosen by the Customer, as set out in Section 7 of the Special Terms and Conditions.

Art. 12 Preventive Annual Maintenance

  1. With a view to scheduling the Preventive Annual Maintenance, Dripl shall contact the Customer and this, if necessary, for each Tapping Point separately (in case there are several Tapping Points).

     

  2. A Preventive Annual Maintenance shall always be carried out during the working week (i.e. from Monday to Friday, with the exclusion of all Belgian holidays and holiday periods) and during normal working hours.

     

  3. Where a scheduled Preventive Annual Maintenance can no longer take place, the Customer shall notify DRIPL as soon as reasonably possible, but in any event one (1) calendar day before the scheduled appointment. In such event, Dripl shall schedule a new appointment in consultation with the Customer.

     

  4. Each Preventive Annual Maintenance shall be carried out at the sole discretion of Dripl (as expert in the matter), whereby a Dripl technician shall perform a technical check-up of the Tap Point as well as a thorough maintenance of the Tap Point.

     

  5. Annually and simultaneously with the Preventive Annual Maintenance, the filter of the Tap Point is replaced by Dripl. The price of the filter is included in the Fee.

Art. 13 Storing service

  1. The Customer is required to report any fault or defect in the Tap Point to DRIPL as soon as possible and in any event within forty-eight (48) hours and through the channels specified in Section 3 of the Special Conditions.

     

  2. Dripl will assess whether the fault will be dealt with remotely or on the Customer’s premises.

     

  3. The timing of the first intervention for the Fault Service depends on the Service Level selected in accordance with Section 7 of the Special Terms and Conditions.

     

  4. The Customer is not permitted to carry out any actions and/or repairs themselves in order to remedy the fault or malfunction, or to rely on a third party for this purpose, unless Dripl expressly agrees to this in advance.

Art. 14 Commitments of the parties

  1. Unless DRIPL has expressly deviated from this when scheduling an appointment, the Customer undertakes within the framework of a Preventive Annual Maintenance or Fault Service to, at its own expense and risk: (i) Thoroughly clean the Tapping Point in accordance with the Daily Maintenance requirements; (ii) Take the necessary measures to take the Tapping Point out of service for the duration of the maintenance / repair / replacement as specified by Dripl; (iii) Take the necessary measures so that the technicians appointed by Dripl, once they have arrived at the Location, can commence and continue to carry out their work; (iv) Take the necessary measures so that the Location is well lit and suitable to carry out the work;

     

  2. Unless DRIPL has expressly deviated from this when scheduling an appointment, the Customer undertakes in the context of a Preventive Annual Maintenance or Fault Service to carry out work at its own expense and risk:

     

  3. The Customer shall allow Dripl (and its staff, appointees or service providers) access to the Site at all times for the purpose of carrying out the Preventive Annual Maintenance or the Fault Service.

     

  4. The Customer is not permitted to perform any acts which are covered by the Preventive Annual Maintenance or the Fault Service and/or are not provided for in the Daily Maintenance, without the express prior consent of Dripl.

     

  5. Dripl undertakes, for the performance of the Preventive Annual Maintenance and the Fault Service: (i) To always exercise due care and good faith and to always perform the Preventive Annual Maintenance and/or the Fault Service services to the best of its knowledge and ability, without, however, guaranteeing any result in this respect; (ii) To deploy experienced technicians with the necessary expertise and, if necessary, the necessary equipment.

Art. 15 Compensation

  1. The monthly lump-sum fee for the Maintenance Service is specified in Section 7 of the Special Conditions (hereinafter the “Fee”), plus VAT. All taxes or duties due pursuant to this Maintenance Agreement shall be borne by the Customer.

     

  2. The following costs are included in the Maintenance Service and are thus included in the Fee, unless excluded in clause 13.3: (i) All working hours and travelling expenses arising from the Maintenance Service; (ii) All common maintenance products, which are used by Dripl’s technicians in the execution of the Maintenance Service; (iii) All spare parts necessary for the execution of replacements and/or repairs covered by the Maintenance Service.

     

  3. The following costs and damages are not included in the Maintenance Service, and Dripl is not liable for these: (i) Costs and damages caused by misuse or abuse of the Tap Point, not in accordance with the directions for use and instructions; (ii) Costs and damages caused by incorrect operation or incorrect settings of the Tap Point; (iii) Costs and damages caused by overloading of the Tap Point and thus disregarding the normal capacity and specifications of Tap Point; (iv) Costs and damages caused by use of third party flavour concentrates and other products not suitable for the Tap Point or of inferior quality; (v) Costs and damages caused by no or bad Daily Maintenance (in accordance with the Lease Agreement); (vi) Costs and damages caused by the absence of Preventive Yearly Maintenance (including because the Customer does not provide access to the Landlord to perform its Maintenance Service on the Tap Point); (vii) Faults, damages and defects not reported by the Customer to DRIPL within forty-eight (48) hours; (viii) Costs and damages caused by repairs carried out by the Customer itself or by a third party appointed by the Customer, without the consent of DRIPL, or repairs using non-original parts; (ix) Costs and damages caused by modifications to the Tap Point by the Customer or by moving the Tap Point from its original Location, without the prior agreement of DRIPL; (x) For faults or damages caused by connections, power supply, cabling, etc. (xi) For faults or damage caused by external factors such as humidity, ambient temperature, dust, static charges; (xii) Costs and damage to the Tap Point caused by vandalism; (xiii) All costs and damage resulting from non-compliance with the Customer’s obligations; (xiv) Costs and damage caused by accidents.

     

  4. The above-mentioned costs for repairs and/or replacements, including parts, working hours (on behalf of the Customer and at € 40.00 per hour) and travelling expenses, will be invoiced to the Customer additionally.

Art. 16 Payment

  1. The Maintenance Service is invoiced monthly by DRIPL to the Customer on the basis of the Service Level chosen and is payable before the start of each month.

     

  2. For the first period, the Customer shall be liable to pay the Fee pro rata from the date of installation of the Tap Point until the end of the calendar month. Subsequent periods shall commence on the first day of each month.

     

  3. DRIPL’s invoices may only be validly protested in writing by registered letter within seven (7) calendar days of the invoice date, stating the invoice date, invoice number and detailed reasons for the protest. Such a protest shall in no way relieve the Customer of his payment obligations.

     

  4. In case of late payment of the Fee by the Customer: (i) Default interest of 1% per overdue month will be charged automatically and without prior notice of default, with each started month being considered a full month; (ii) The amount owed will also be increased by all collection costs associated with the collection of the overdue Fee; (iii) The outstanding amount will be automatically and without prior notice of default further increased by liquidated damages equal to 10% of the invoice amount, by way of liquidated damages, without prejudice to DRIPL’s right to compensation for higher proven damages. (ix) DRIPL reserves the right to suspend its obligations under the Maintenance Service as long as full payment of the amounts owed by the Customer has not been received. Delay in payment by the Customer may cause delay in the performance of DRIPL’s obligations.

Art. 17 Duration & Termination

  1. The Maintenance Agreement commences on the same date as the Purchase Agreement for the Tapping Point between the parties.

     

  2. The present Maintenance Agreement is entered into for a fixed term and is inseparable from and automatically and ipso jure terminated at the time of the termination of the Purchase Agreement between the parties, in whatever form or for whatever reason.

     

  3. The Maintenance Agreement cannot be terminated prior to the termination of the Purchase Agreement. The parties agree that termination of the Maintenance Contract, for whatever reason, shall immediately and automatically mean the end of the Purchase and Purchase Agreement at the same time.

     

  4. Both the Customer and DRIPL have the right to terminate the Maintenance Contract with immediate effect in the event of exceptional circumstances or in the event of serious breach of contractual obligations by the co-contractor. This shall not require the intervention of a court and shall not give rise to any compensation.

     

  5. Parties agree that the following exceptional circumstances may justify termination of the Maintenance Agreement: (i) If the Customer or DRIPL cease payments, file for bankruptcy, are declared bankrupt or commence liquidation or similar proceedings; (ii) In the event of force majeure/hardship on the part of either party, this under the conditions of Article 25; (iii) When the Rental Agreement between the parties ends, for any reason whatsoever; (iv) When the Purchase Agreement between the parties ends, for any reason whatsoever.

     

  6. Termination due to serious breach of the contractual obligations of the co-contracting party requires prior notice of default from the co-contracting party. If the breach is not corrected within a period of thirty (30) calendar days after written notice of default, such breach may constitute grounds for termination of the Maintenance Agreement.

     

  7. The following failures on the part of the Customer shall be considered serious failures that may justify termination of the Maintenance Agreement by Dripl: (i) When the Customer is in default of settling two invoices under the Maintenance Agreement; (ii) When the Customer is in total arrears to Dripl (on account of their various contractual relationships) of two thousand euros (€2. 000.00); (iii) When the Customer prevents the Annual Preventive Maintenance of the Tap Point from being carried out by DRIPL (in accordance with the Maintenance Agreement; (iv) When the Customer fails to use or maintain the Tap Point in accordance with the provisions of this Maintenance Agreement and the regulations and instructions applicable to the Tap Point.

Art. 18 Liability

  1. The Customer shall fully indemnify and defend DRIPL against all claims and proceedings, including those of third parties, that may arise from or be the result of any act or omission of the Customer, in breach of this Maintenance Agreement, and/or other (legal) obligations of the Customer.

    DRIPL shall only be liable to the Customer for direct loss which is the result of shortcomings in the performance of its obligations under the Maintenance Agreement and this shall be limited to the lesser of the following amounts: (i) The Fee for twelve (12) months Maintenance Service of the Tap Point; (ii) The amount of the payment made by the insurance policies taken out by Dripl.

B. Onderhoudsvoorwaarden

Art. 19 Purpose of the Purchase Agreement

  1. This Purchase Agreement relates to the supply of Taste Boxes and other Products to Dripl.

     

  2. Taste Boxes are the flavour concentrates in a bag-in-box (BiB) packaging with a hermetic seal, exclusively intended for use in the Dripl Tap Point.

Art. 20 Exclusivity

  1. The Customer undertakes to purchase the Flavour Boxes intended for the Tapping Point exclusively from DRIPL.

     

  2. The Customer also undertakes not to connect any other products, particularly other types of flavour concentrates, to the Tappunt.

     

  3. This exclusivity is motivated by the fact that the Tappunt belongs to and is identified with DRIPL and that therefore only Dripl Drinks may be consumed at the Tappunt.

Art. 21 Orders

  1. The Customer shall notify Dripl of their order by email, stating the correct quantities and flavours of the Flavour Boxes.

     

  2. Acceptance of orders is subject to the availability of the Products ordered. Dripl endeavours to fulfil all Customer orders. However, Dripl is not liable if the orders cannot be fulfilled because the ordered Products are not available (in time).

     

  3. Unused (“unsold”) Flavour Boxes are never taken back by DRIPL, regardless of whether the Flavour Boxes have remained unopened.

Art. 22 Delivery

  1. Orders are delivered by Dripl to the best of its ability at the Location specified in Section 3.2 of the Special Conditions.

     

  2. Dripl will deliver orders to the Customer DDP (Incoterms® version 2020) at the Location.

     

  3. Deliveries are made within one (1) to three (3) working days. These delivery times are purely indicative and always approximate. Dripl will notify the Customer in case of exceeding the anticipated delivery time. Exceeding the scheduled delivery time cannot constitute grounds for breaking, cancelling or rescinding the Purchase Agreement or the order in question at Dripl’s expense, substitution or any fine or damages of any kind.

     

  4. If Dripl fails to deliver the Products within a reasonable time, the Customer is entitled to cancel the order in question, without any compensation. Exceeding the delivery time does not release the Customer from its obligations.

     

  5. Changes to the order by the Customer shall automatically result in the expiry of the proposed delivery times.

     

  6. For orders of less than two hundred euros (€200.00), Dripl is entitled to charge a fixed delivery fee of twenty-five euros (€25.00) (for deliveries in Belgium). For orders of two hundred and seventy euros (€200.00) or more, the delivery of the Products is free (only for deliveries in Belgium).

Art. 23 Price

  1. The prices of Dripl’s range are included in Section 9 of the Special Conditions.

     

  2. These prices are always exclusive of VAT, unless agreed otherwise.

     

  3. The prices can be reviewed annually by Dripl on the basis of objective criteria. This price adjustment will be announced by Dripl to the Customer one (1) month before it comes into effect.

     

  4. The Customer is free to determine the sales prices, but must always bear in mind the image of and the recommended prices of Dripl in its price policy.

Art. 24 Payment

  1. The Products are invoiced to the Customer by Dripl on a delivery basis and are payable within thirty (30) days of the date of invoice.

     

  2. Invoices from Dripl can only be validly protested in writing by recorded delivery letter within seven (7) calendar days of the invoice date, stating the invoice date, invoice number and detailed reasons for the protest. Such a protest shall not under any circumstances release the Customer from his payment obligations.

     

  3. In case of late payment by the Customer: (i) A default interest of 1% per overdue month shall be charged automatically and without prior notice of default, whereby each started month shall be regarded as a complete month; (ii)The amount due shall moreover be increased by all collection costs related to the collection of the overdue amounts; (iii) The outstanding amount shall automatically and without prior notice of default be further increased by liquidated damages equal to 10% of the invoice amount, by way of liquidated damages, without prejudice to Dripl’s right to claim compensation for damages proved higher; (iv) DRIPL reserves the right to suspend its obligations and the delivery of orders placed as long as full payment of the amounts owed by the Customer has not been received. Any delay in payment by the Customer may result in a delay in the performance of Dripl’s undertakings.

     

  4. The Products supplied by Dripl remain the property of Dripl until full payment of the price due (in principal, interest and costs) by the Customer.

Art. 25 Duration & Termination

  1. The Purchase Agreement shall commence on the same date as the Lease Agreement concerning the Tapping Point between the parties.

     

  2. The present Supply Agreement is entered into for a fixed term and is inextricably linked to and will be automatically and legally terminated upon termination of the Rental Agreement between the parties, in whatever form or for whatever reason.

     

  3. The Purchase Agreement cannot be terminated before the Rental Agreement ends. The parties agree that termination of the Purchase Agreement, for whatever reason, shall immediately and automatically mean termination of the Lease and Maintenance Agreement at the same time.

     

  4. Both the Customer and Dripl have the right to terminate the Purchase Agreement with immediate effect in the event of exceptional circumstances or in the event of serious breach of contractual obligations by the co-contracting party. This does not require the intervention of a court and does not give rise to any compensation.

     

  5. The parties agree that the following exceptional circumstances may justify termination of the Purchase Agreement: (i) When the Customer or Dripl cease payments, file for bankruptcy, are declared bankrupt or commence liquidation or similar proceedings; (ii) In the event of force majeure/hardship on the part of the parties, subject to the terms of Clause 9; (iii) When the Lease Agreement between the parties ends, for any reason whatsoever; (iv) When the Maintenance Agreement between the parties ends, for any reason whatsoever.

     

  6. Termination due to serious breach of contractual obligations of the co-contracting party requires prior notice of default from the co-contracting party. If the breach is not remedied within a period of thirty (30) calendar days after written notice of default, it may constitute grounds for termination of the Purchase Agreement.

     

  7. The following failures on the part of the Customer shall be deemed to be serious failures that may justify termination of the Purchase Agreement by Dripl: (i) Where the Customer is in default of settling two invoices under the Purchase Agreement; (ii) Where the Customer is in total arrears to Droipl (by virtue of their various contractual relationships) of two thousand euros (€2,000.00); (iII) Where the Customer has connected flavour concentrates other than DRIPL’s Flavour Boxes to the Tapping Point.

Art. 26 Liability

  1. Dripl shall only be liable to the Customer for direct loss resulting from any breach of its obligations under the Purchase Agreement and this shall be limited to: (i) At Dripl’s option and discretion, to (re)deliver the missing or defective Products. If redelivery is not or no longer possible or meaningful, Dripl shall be entitled to a refund of the purchase price of the missing or defective Products; (ii) The amount of the payment made by Dripl under its insurance policies.

     

  2. Dripl’s liability in respect of the Products is limited to its responsibility as a reseller, without Dripl being liable for any damages in respect of the Products other than for conformance of delivery. Any non-conformity is to be reported by the Customer within five (5) working days of delivery.

     

  3. Any complaints and/or damages, other than those relating to the conformity of the delivery, are the sole responsibility of the manufacturer(s) and/or supplier(s) from whom Dripl purchased the relevant Products. The Customer shall have at most the opportunity to invoke such complaints and/or damages for a period of two (2) months after delivery of the respective Products.

     

  4. In no event shall the Customer be entitled to indemnification by Dripl for: (i) Defects caused directly or indirectly by an act of the Customer or a third party, whether caused by fault, negligence or carelessness; (ii) Problems with the quality of the Flavour Boxes due to: a. Consumption after the indicated use-by date or the normal consumption period of the Taste Boxes after connection to the Tapping Point (30 calendar days); b. Storage in unsuitable conditions (e.g. in terms of cooling, humidity or external odours); c. Incorrect preparation of the Dripl Drinks through incorrect manipulation or incorrect or lack of daily maintenance of the Tapping Point by the Customer; (iii) Damage through incorrect use; (iv) Additional damage caused by further use or application by the Customer after a defect has been established; (v) Alleged defects based on subjective data, such as personal taste or preferences; (vi) Allergic or other reactions as a result of the consumption of the Dripl Drinks by the users; (vii) Damages that would not have occurred if the Customer would have acted with sufficient diligence to limit the damage; (viii) Damages caused by force majeure or hardship, in accordance with the provisions of Article 9; (ix) Indirect and consequential damages, such as, but not limited to, damage to image, loss of income, loss of turnover, damage to third parties e. d.m.

D. General Terms and Conditions

Art. 27 Force majeure & Overhaul

  1. If one of the Parties is unable to perform the Lease Agreement due to force majeure/hardship, even if the situation of force majeure/hardship does not result in permanent and/or outright impossibility of performance, or if the contractual balance between the Parties is seriously disturbed by an unforeseeable event as a result of which it cannot reasonably be expected that the Lease Agreement will continue to be performed under the same conditions such party will have the right to (i) temporarily suspend the performance of its obligations, or to (ii) terminate the Lease in accordance with Article 6, if the Lease cannot be performed for more than three (3) months, or to (iii) renegotiate the conditions under which the Lease will be performed. If the other party does not participate in good faith in the renegotiation, either party may request the court to determine new contractual conditions.

     

  2. The Party on whose behalf the situation of force majeure / hardship occurs, will in that case not be liable for any compensation.

     

  3. Force majeure / hardship shall mean any circumstance independent of the Party’s will, as a result of which the fulfilment of its obligations to the other Party is prevented in whole or in part, or as a result of which the fulfilment of its obligations cannot reasonably be required, regardless of whether that circumstance was foreseeable at the time when the Lease was concluded.

Art. 28 Intellectual Property

  1. Dripl’s Tappunt and all elements contained therein are protected by the intellectual property rights of Dripl or its licensors. Intellectual Property Rights means all intellectual, industrial and other property rights (whether or not they are (expressly) protected by law) (hereinafter referred to as the “Intellectual Property Rights”).

     

  2. The Customer shall not under any circumstances make any alterations to the logo, name, trade mark or any other distinguishing marks made by Dripl on the Tap Point.

     

  3. If the Customer commits an infringement of Dripl’s Intellectual Property Rights, it shall be liable to pay to Dripl, by operation of law and without notice of default, liquidated damages in the sum of twelve thousand euros (€12,000.00), to be increased by one thousand euros (€1,000.00), for each day that the infringement continues and without prejudice to Dripl’s right to prove a higher damage.

     

  4. The Customer shall indemnify Dripl against any and all damages and claims which could be made against Dripl on the basis of or arising out of any dispute as to the validity of the Customer’s logo, trade mark, name, corporate identity or design and/or in the event that the intellectual property rights therein would (appear to) infringe the intellectual property rights of any third party.

Art. 29 Confidentiality & Data Protection

  1. The Customer is required to keep this Rental Agreement and any confidential information relating to Dripl or its operation confidential.

     

  2. Dripl processes personal data in the performance of the Rental Agreement with the Customer and/or in pursuance of a legal obligation.

     

  3. Both Dripl and the Customer undertake to comply with the applicable privacy legislation (being (i) the EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (GDPR/AVG), (ii) the law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and (iii) other Belgian legislation in this regard, including future ones).

Art. 30 Final provisions

  1. Good faith The parties confirm that they have acted in good faith when negotiating and drafting this Lease and confirm that they will respect the same principle when implementing it.

     

  2. Balance of the Rental Agreement The parties acknowledge and confirm that they have negotiated all the provisions of the Rental Agreement and have actually wanted each clause as it is written in this Rental Agreement.

     

  3. The parties acknowledge that they took the specific circumstances into account when negotiating, drafting and interpreting the Lease. As a result of the negotiations, a balance was found between the rights and obligations of the parties, which is expressed in the Lease. The parties therefore expressly confirm that they consider this Lease Agreement and all its provisions to be balanced.

     

  4. In particular, the parties acknowledge that the compensation arrangement as agreed is reasonable in light of the contractual performances to be performed and the responsibilities and risks assumed.

     

  5. Entire Agreement This Lease and its Annexes contains the sole and entire agreement between the parties with respect to the Lease and the obligations contained therein, and supersedes any and all prior agreements or Leases between the parties with respect thereto. This will of course not affect the Purchase Agreement and the Maintenance Agreement entered into between the parties.

     

  6. Severability of the Lease The nullity of any of the articles of this Lease, or any part thereof, will not affect the validity of the remaining provisions of this Lease or the Lease as a whole. Their enforceability will remain unaffected to what is legally permissible.

     

  7. In the event of any provision of the Lease being invalid or unenforceable, the parties will negotiate in good faith in order to replace it by a provision that corresponds as much as possible to the intention of the parties. If the parties fail to reach an agreement, the competent court may moderate the invalid provision to what is (legally) permissible. Likewise, all parties will negotiate in good faith in order to find a mutually acceptable solution if a situation arises that is not provided for in this Lease.

  8. Changes Unless expressly provided otherwise in this Lease, this Lease and any appendices may only be changed or supplemented by means of a written lease signed by the duly authorised representatives of all parties.

     

  9. Notices All notices to be given in connection with this Lease must be given in writing and in Dutch.

     

  10. Except as expressly provided otherwise in this Lease, such notices will be deemed valid if sent by registered mail or by an internationally recognised courier service to the addresses described at the beginning of this Lease or to such other address as either party may give to the other in accordance with this Clause.

     

  11. Notices will be deemed given three (3) business days after postmark. Waiver of rights and estoppel No party to this Lease shall be deemed to have waived any right or claim under the Lease or relating to any default of the other party unless such waiver is in writing. If, by application of the previous paragraph, a party waives any rights or claims under this Lease that have their origin in a default or other breach of contract of the other party, such waiver will never be construed as a waiver of any other right under the Lease, even if both cases are very similar. The possible or even repeated non-application of any right by the parties may only be considered as tolerance of a certain situation and will not lead to a legal processing.

     

  12. Legal successors and assigns This Lease Agreement shall have effect both with respect to the parties and with respect to their heirs, representatives, legal successors and assigns, indivisible among themselves.

     

  13. Assignment This Lease cannot, except with the express written consent of Dripl, be assigned by the Customer, either in its entirety or in any of its parts, to any third party. Dripl is expressly authorised to assign this Rental Agreement to any third party for any purpose.

     

  14. Netting In accordance with the provisions of the Financial Security Act of 15th December 2004, the Parties automatically and ipso jure set off all present and future debts against each other. This means that in the permanent relationship between the Parties, only the largest debt on balance remains after the aforementioned automatic set-off. This set-off will in any case be opposable to the trustee in bankruptcy and the other concurrent creditors, who will therefore not be able to oppose the set-off implemented by the parties.

Art. 31 Applicable law & Jurisdiction

  1. This Lease Agreement is governed by Belgian law.

     

  2. All disputes that may arise between the parties about the validity, the interpretation, the execution and the termination of this Lease will, to the extent possible, be settled in an amicable manner.

     

  3. If the parties do not succeed in finding an amicable solution within a period of thirty (30) days after the start of the negotiations between the parties, then the parties are free to submit the dispute to the normally competent courts and tribunals of the registered office of Dripl.

E. Trial period

  1. The first six (6) months from the day of installation is considered a flexible trial period. This means that if the Customer does not wish to keep the device for good reason, Dripl is obliged to take over the device at the buy-back price. This duration is a maximum. This buy-back price is calculated according to the following formula:

    AK – (M x A) – IF = BB

    Whereby: AK = Purchase price M = Number of months in use A = Monthly linear depreciation IF = Intervention fee (€300) BB = Buy-back price

    After the Customer has informed Dripl, a take-back agreement is drawn up. This is signed on the day of collection. Within a payment term of thirty (30) days, the buy-back price is settled

Last update: 25/05/2022

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