General conditions

Last updated: 11 May 2022

A. Terms and Conditions of Purchase

Art. 1 Definitions

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

"Tapping Point": sustainable drink dispensers that allow users to fill their own reusable drinking bottle or cup with different volumes of an organic, low-sugar water-based soft drink or sparkling water with different flavours.
"flavour boxes" means the flavour concentrates in bag-in-box (BiB) packaging with hermetic seal, intended exclusively for use in Dripl's Tapping Point.
"Products" means the flavour boxes, CO2 capsules and any other products for the use of the Tap Point.

Art. 2 Object of the sales contract

This Sales Agreement relates to the sale of Tap Points by Dripl to the Customer. The number of Tap Points is determined in Box 3.1. Special Conditions.

Art. 3 Obligations of the customer

The Client undertakes to purchase the Products intended for the use of the Tap Point exclusively from Dripl.
The Client also undertakes not to connect any Products other than those offered by Dripl to the Tap Point.
If, after the conclusion of this Sales Agreement, the Client wishes to sell the Tapping Point to a third party, the Client also undertakes to include in the sales agreement with the third party a clause whereby the latter undertakes not to connect any products other than those offered by Dripl to the Tapping Point
The Client undertakes to connect a maximum of four (4) different Flavour Boxes at the Tap Point at any time. The Customer vouches for and guarantees the optimal quality of the Dripl Drinks at all times. If the packaging is closed, the Flavour Boxes have a shelf life of one (1) year. After coupling in the Dispense, the Flavour Boxes must be consumed within four (4) weeks.

Art. 4 Delivery

The Tap Point is delivered by Dripl to the Location indicated in Box 3.2 of the Special Terms and Conditions.
Deliveries shall be made within the period agreed in Box 5.1. of the Special Terms and Conditions. This delivery time is purely indicative and always approximate. Dripl will notify the Client if the scheduled delivery period is exceeded. Exceeding the stipulated delivery period cannot give rise to the termination, cancellation or dissolution of the Sales Agreement at the expense of Dripl, substitution or any penalty or compensation of any kind. Exceeding the scheduled delivery period does not relieve the Client of its obligations.
However, if the delivery period as agreed in the Box of the Special Terms and Conditions is exceeded by any reasonable period

Art. 5 Installation

Dripl will connect the Tap Point to the electricity grid, the water supply, the drainage barrel and the Wi-Fi network or a fixed internet connection. Dripl is not responsible for any necessary preparatory work at the location to make the installation of the Tap Point possible. The Client is obliged to ensure that these necessary preparatory works (energy connection, water connection and internet connection) are completed in time, so that Dripl can proceed with the installation and preparation of the Tap Point.
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 of installation of the Tap Point.
In addition, Dripl will provide one (1) hour training on the correct use and daily maintenance of the Tap Point during installation and provide the Customer with the necessary user manuals, information documents and instructional videos for the Tap Point. The invoice from the Tap Point is sent to the customer two weeks before delivery and is payable within fifteen (15) days from the invoice date, including the invoice date, to the bank account in Box 3.2 of the Special Terms and Conditions

Art. 6 Payment

The selling price of one or more Tap Points is always exclusive of VAT
The invoice from the Tapping Point is sent to the customer two weeks before delivery and is payable within fifteen (15) days from the invoice date, including the invoice date, to the bank account in Box 3.2 of the Special Terms and Conditions.
Invoices from Dripl can only be protested in writing by registered letter within seven (7) calendar days following the invoice date and stating the invoice date, invoice number and a detailed justification.
The Tap provided by Dripl shall remain the property of Dripl until full payment of the price due (in principal, interest and costs) by the Client, in accordance with the provisions of the price schedule, Box 3 of the Special Terms and Conditions.
In the event of late payment by the Client (i) Default interest of 1% per month of arrears will be charged automatically and without prior notice of default, each month commenced being considered a full one; (ii) In addition, the amount due shall be increased by all collection costs associated with the recovery of the overdue amounts; (iii) The outstanding amount will be automatically and without prior notice of default further increased by lump sum damages equal to 10% of the invoice amount, by way of lump sum damages, without prejudice to Dripl's right to compensation for the above-proven damages; (iv) Dripl reserves the right to suspend its obligation to deliver the Tap Point until full payment of the sums due by the Customer has been received. Delay in payment by the Client may give rise to a delay in the performance of Dripl's obligations.

Art. 7 Liability

Dripl declares in good conscience that there are no hidden defects with regard to the Tap Point.
The discovery of hidden defects with regard to the Tap Point must be reported by the Client to Dripl by registered letter within a period of ten (10) working days. The period of ten (10) working days starts from the moment the Client discovers the existence of the hidden defect. Dripl is only liable for hidden defects that are discovered within a period of six (6) months after delivery of the Tap Point. Dripl is not liable for any damage resulting from the connection of products other than those offered by Dripl to the Tap Point.
The liability of Dripl vis-à-vis the Client for the direct damage resulting from shortcomings in the performance of its obligations under the Sales Agreement is limited in the following ways: (i) With regard to the damage to the defective Tapping Point: at Dripl's own discretion and discretion, the (re)delivery of the defective Tapping Point. If the redelivery is not (or no longer) possible or useful, the Client is entitled to a refund of the purchase price of the defective Tap Point, possibly reduced by a user fee to be determined by Dripl for the period that the Customer has enjoyed the Tap Point. (ii) With respect to damage other than that to the defective Tapping Point: The purchase price of the defective Tapping Point, as agreed in Box 3.1.4. of the Special Terms and Conditions.
Under no circumstances shall the Client be entitled to indemnification by Dripl for: (i) Defects caused directly or indirectly by an act of the Client or a third party, whether caused by fault, negligence or carelessness; (ii) Damage due to misuse; (iii) Collateral damage caused by further use or application by the Customer after the discovery of a defect; (iv) Alleged defects based on subjective data, such as personal tastes or preferences; (v) Allergic or other reactions resulting from the consumption of the Dripl Drinks by the users; (vi) Damages that would not have occurred if the customer had acted with sufficient diligence to limit the damage; (vii) Damage caused by force majeure or imprevision, in accordance with the provisions of Articles 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

If one of the parties is unable to perform the Sales Agreement due to force majeure, this party will have the right to (i) temporarily suspend the performance of its obligations, or (ii) terminate the Sales Agreement, if the Sales Agreement cannot be performed for more than three (3) months.
Force majeure means, but is not limited to, any of the following: (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, etc.) (v) war (vi) confiscation (vii) government measures (e.g. embargo, restrictions on energy use, export ban, fiscal measures...) (viii) delay in supply (ix) electrical, computer, internet or telecommunications disturbances (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: (i) Strike and lock-out (ii) Company organisational circumstances
The party that wishes to invoke the provisions of Article 8 shall expressly notify the other party in writing of the event of force majeure 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 reasonably should have become aware of such event of force majeure, of its intention to invoke the provisions of Article 8.

Art. 9 Confidentiality and data protection

The Client is obliged to treat this Sales Agreement and any confidential information relating to Dripl or its operation confidentially.
Dripl processes personal data in the execution of the Sales Agreement with the Client and/or in the context of a legal obligation.
Both Dripl and the Client undertake to comply with the applicable privacy legislation (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/GDPR), (ii) the Act 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 context, including future legislation).

Art. 10 Warranty

Dripl guarantees to repair free of charge within 1 year after delivery, if the delivered product is defective during that period, even if the product functioned properly at the time of delivery (repair guarantee).
After sixty (60) months, the customer is obliged to make the choice between: (i) upgrading the device for a cost of €1,500,-, whereby it can be used again for 36 months, with a 6-month repair guarantee (ii) selling the device to Dripl for 2% of the purchase price via a buy-back guarantee. In this way, Dripl is assured that the disposal of the device takes place in a sustainable and responsible manner.
This must be communicated to Dripl six (6) months in advance.

B. Maintenance conditions

Art. 11 Object of the Maintenance Agreement

DRIPL also provides a mandatory Maintenance Service for its Customers when renting out the Tap Point.
The Maintenance Service includes the following aspects: (i) "Preventive Annual Maintenance": preventive annual maintenance, in which a DRIPL technician performs a general check-up of the Tap Point as well as thorough maintenance; (ii) "Breakdown Service": in the event of technical problems, the fault shall be rectified on-site or remotely;
The specifications and the exact scope of the Maintenance Service depend on the Service Level chosen by the Customer, as set out in Box 7 of the Special Conditions.

Art. 12 Preventive annual maintenance

With a view to scheduling the Preventive Annual Maintenance, Dripl will contact the Customer and, if applicable, for each Tap Point separately (if there are multiple Tap Points).
A Preventive Annual Maintenance will always be carried out during the working week (i.e. from Monday to Friday, excluding all Belgian public holidays and holiday periods) and during normal working hours.
If a scheduled Annual Preventive Maintenance can no longer take place, the Client must inform DRIPL as soon as reasonably possible, but in any event one (1) calendar day before the scheduled appointment. In such a case, Dripl will schedule a new appointment in consultation with the Client.
Any Preventive Annual Maintenance will be carried out at the sole discretion and discretion of Dripl (as an expert in the field), whereby a Dripl technician will perform a technical check-up of the Dispensing Point as well as a thorough maintenance of the Dispensing Point.
Every year and at the same time as 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 Breakdown service

The Client is obliged to report any malfunction or defect of the Tap Point to DRIPL as soon as possible and in any case within forty-eight (48) hours and through the channels mentioned in Box 3 of the Special Conditions.
Dripl will assess whether the malfunction will be addressed remotely or on-site at the Customer's premises.
The timing of the first intervention for the Breakdown Service depends on the chosen Service Level in accordance with Box 7 of the Special Terms and Conditions.
The Client is not permitted to carry out any actions and/or repairs to remedy the defect or malfunction himself, or to rely on a third party for this, unless Dripl expressly agrees to this in advance.

Art. 14 Obligations of the parties

Unless DRIPL has expressly deviated from this when scheduling an appointment, the Customer undertakes, in the context of a Preventive Annual Maintenance or Breakdown Service, to thoroughly clean the Tap Point in accordance with the regulations for Daily Maintenance, at its own expense and risk; (ii) Take the necessary measures to take the Tap Point out of service for the duration of the maintenance/repair/replacement, as directed by Dripl; (iii) To take the necessary measures to ensure that the technicians appointed by Dripl can commence and continue to perform their work as soon as they have arrived at the Location; (iv) Take the necessary measures to ensure that the Site is well lit and suitable for the execution of the work;
Unless DRIPL has expressly deviated from this when scheduling an appointment, the Customer undertakes, in the context of a Preventive Annual Maintenance or Breakdown Service, to at its own expense and risk:
The Client shall grant Dripl (and its personnel, appointees or service providers) access to the Site at all times for the purpose of carrying out the Preventive Annual Maintenance or Breakdown Service.
The Client is not permitted to carry out actions that fall under the Preventive Annual Maintenance or the Breakdown Service and/or are not provided for in the Daily Maintenance, without the express prior consent of Dripl.
For the performance of the Preventive Annual Maintenance and the Breakdown Service: (i) To always exercise due care and good faith and to always carry out the Preventive Annual Maintenance and/or the services for the Breakdown Service to the best of its knowledge and ability, without however guaranteeing any result in this respect; (ii) Deploy experienced technicians with the necessary expertise and, if necessary, the necessary equipment.

Art. 15 Remuneration

The monthly flat-rate fee for the Maintenance Service is indicated in Box 7 of the Special Terms and Conditions (hereinafter the "Fee"), plus VAT. All taxes or fees due under this Maintenance Agreement shall be borne by the Client.
The following costs are included in the Maintenance Service and are thus included in the Fee, except where excluded in Article 13.3: (i) All working hours and travel expenses arising from the Maintenance Service; (ii) All common maintenance products, which are used by the technicians of Dripl 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.
The following costs and damages are not included in the Maintenance Service, and Dripl shall not be liable for them: (i) Costs and damages caused by misuse or abuse of the Tapping Point, not in accordance with the operating instructions and directions; (ii) Costs and damages caused by misoperation or incorrect settings of the Tapping Point; (iii) Costs and damages caused by overloading the Tapping Point and thus disregarding the normal capacity and specifications of Tapping 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 poor Daily Maintenance (in accordance with the Lease Agreement); (vi) Costs and damages caused by lack of Preventive Annual Maintenance (including because the Customer does not provide access to the Lessor to perform its Maintenance Service on the Tap Point); (vii) Malfunctions, damages and defects not reported by the Customer to DRIPL within forty-eight (48) hours; (viii) Costs and damages caused by repairs made by the Customer himself or by a third party appointed by the Customer, without DRIPL's consent, or repairs with 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 DRIPL's prior agreement; (x) For faults or damages caused by connections, power supply, cabling e.d.m.; (xi) For faults or damages caused by external factors such as humidity, ambient temperature, dust, static charges; (xii) Costs and damages to the the Tap Point caused by vandalism; (xiii) All costs and damages resulting from the Customer's failure to fulfill his obligations; (xiv) Costs and damages caused by accidents.
The above-mentioned costs for repairs and/or replacements, including parts, working hours (on a regular basis and at € 40.00 per hour) and travel expenses, will be additionally invoiced to the Client.

Art. 16 Payment

The Maintenance Service is invoiced monthly by DRIPL to the Customer based on the chosen Service Level and is payable before the start of each month.
For the first period, the customer will be obliged to pay the Fee pro rata from the date of the installation of the Tap Point until the end of the calendar month. Subsequent periods will always start on the first of each month.
Invoices from DRIPL can only be validly protested in writing by registered letter within seven (7) calendar days following the invoice date and stating the invoice date, invoice number and a detailed justification. Such a protest does not in any way release the Client from its payment obligations.
In the event of late payment of the Fee by the Client: (i) Default interest of 1% per month of arrears will be charged automatically and without prior notice of default, with each month commenced being considered a full one; (ii) In addition, the amount due shall be increased by all collection costs associated with the recovery of the overdue Fee; (iii) The outstanding amount shall be increased automatically and without prior notice of default by a lump sum compensation equal to 10% of the invoice amount, by way of lump sum damages, without prejudice to DRIPL's right to compensation for damage that has been proven above. (ix) DRIPL reserves the right to suspend its obligations in connection with the Maintenance Service until full payment of the sums due by the Customer has been received. Delay in payment by the Client may give rise to a delay in the performance of DRIPL's commitments.

Art. 17 Term & Termination

The Maintenance Agreement shall commence on the same date as the Purchase Agreement relating to the Tap Point between the parties.
This Maintenance Agreement is entered into for a specified period of time and is inextricably linked to and terminated automatically and by operation of law at the time of the termination of the Purchase Agreement between the parties, in any form or for any reason whatsoever.
The Maintenance Agreement cannot be terminated before the Purchase Agreement comes to an end. The Parties agree that termination of the Maintenance Agreement, for whatever reason, immediately and automatically means the end of the Purchase Agreement and the Purchase Agreement at the same time.
Both the Client and DRIPL have the right to terminate the Maintenance Agreement with immediate effect in the event of exceptional circumstances or in the event of serious breach of the contractual obligations of the co-contracting party. This does not require the intervention of a court and does not give rise to any compensation.
The parties agree that the following exceptional circumstances may justify a termination of the Maintenance Agreement: (i) When the Client or DRIPL cease their payments, file a bankruptcy declaration, are declared bankrupt or initiate liquidation or similar proceedings; (ii) In the event of force majeure/hardship on the part of the parties, subject to the conditions of Article 25; (iii) When Rental Agreement between the parties ends, for any reason; (iv) When the Purchase Agreement between the parties terminates, for any reason.
Termination due to serious breach of the contractual obligations of the co-contracting party requires a 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, this breach may constitute a ground for termination of the Maintenance Agreement.
The following failures on the part of the Customer shall be considered as a serious breach that may justify a termination of the Maintenance Agreement by Dripl: (i) When the Customer is in default to settle two invoices under the Maintenance Agreement; (ii) When the Client is in arrears with Dripl (by virtue of their various contractual relationships) of two thousand euros (€ 2,000.00); iii) When the Customer prevents the Annual Preventive Maintenance of the Dispensing Point from being carried out by DRIPL (in accordance with the Maintenance Agreement; (iv) When Customer does not use or maintain the Tap in accordance with the provisions of this Maintenance Agreement and the rules and instructions applicable to the Tap Point.

Art. 18 Liability

The Client shall fully indemnify and defend DRIPL against all claims and proceedings, including the claims and proceedings of third parties, which may arise from, or result from, any act or omission of the Client, in violation of this Maintenance Agreement, and/or other (legal) obligations of the Client.
DRIPL shall only be liable to the Client for the direct damage resulting from shortcomings in the performance of its obligations under the Maintenance Agreement and shall limit this to the lower of the following amounts: (i) The Reimbursement of twelve (12) months of Maintenance Service of the Tapping Point; (ii) The amount of the payment of the insurance policies taken out by Dripl.

B. Maintenance conditions

Art. 19 Object of the Purchase Agreement

This Purchase Agreement relates to the purchase of Flavour Boxes and other Products from Dripl.
flavour Boxes are the flavour concentrates in bag-in-box (BiB) packaging with hermetic seal, exclusively intended for use in Dripl's Tap Point.

Art. 20 Exclusivity

The Client undertakes to purchase the Flavour Boxes intended for the Tap Point exclusively from DRIPL.
The Customer also undertakes not to connect any other products, in particular no other types of flavour concentrates, to the Tapping Point.
This exclusivity is motivated by the fact that the Dispense belongs to and is identified with DRIPL and that therefore only Dripl Drinks may be tapped in the Dispense.

Art. 21 Orders

The Customer will submit her order to Dripl indicating the correct quantities and flavours of the flavour Boxes via email.
Acceptance of the orders is subject to the availability of the Products ordered. Dripl strives to fulfill all of the Client's orders. However, Dripl is not liable if the orders cannot be executed because the ordered Products are not available (on time).
Unused ("unsold") flavour Boxes will never be taken back by DRIPL, regardless of whether the flavour Boxes were left unopened.

Art. 22 Delivery

The orders will be delivered by Dripl to the best of its ability at the Location indicated in Box 3.2 of the Special Terms and Conditions.
Dripl will deliver orders to the Customer DDP (Incoterms® version 2020) at the Location.
Deliveries are made within one (1) to three (3) business days. These delivery times are purely indicative and always approximate. Dripl will notify the Client if the scheduled delivery period is exceeded. Exceeding the stipulated delivery period cannot give rise to the termination, cancellation or dissolution of the Purchase Agreement or the relevant order at the expense of Dripl, substitution or any penalty or compensation of any kind.
If Dripl fails to deliver the Products within a reasonable period of time, the Customer has the right to cancel the order in question, without compensation. Exceeding the delivery period does not release the Client from its obligations.
Changes to the order by the Customer automatically result in the predetermined delivery periods being cancelled.
For orders of less than two hundred euros (€200.00), Dripl is entitled to charge a fixed delivery cost of twenty-five euros (€ 25.00) (for deliveries in Belgium). For orders of two hundred and seventy euros or more (€ 200.00), the delivery of the Products is free of charge (only for deliveries in Belgium).

Art. 23 Price

The prices of the Dripl range are listed under Box 9 of the Special Conditions.
These prices are always exclusive of VAT, unless otherwise agreed.
The prices may be reviewed annually by Dripl on the basis of objective criteria. This price adjustment will be announced by Dripl to the Client one (1) month prior to its entry into force.
The Client is free to determine the selling prices, but must always keep the image of and the recommended retail prices of Dripl in mind in its pricing policy.

Art. 24 Payment

The Products are invoiced by Dripl to the Customer per delivery and are payable within thirty (30) days from the invoice date.
Invoices from Dripl can only be validly protested in writing by registered letter within seven (7) calendar days following the invoice date and stating the invoice date, invoice number and a detailed justification. Such a protest does not in any way release the Client from its payment obligations.
In the event of late payment by the Client: (i) Default interest of 1% per month of arrears will be charged automatically and without prior notice of default, with each month commenced being considered a full one; (ii) In addition, the amount due shall be increased by all collection costs associated with the recovery of the overdue amounts; (iii) The outstanding amount will be automatically and without prior notice of default further increased by a lump sum compensation equal to 10% of the invoice amount, by way of lump sum damages, without prejudice to Dripl's right to compensation for the damage proven above; (iv) DRIPL reserves the right to suspend its obligations and the delivery of placed orders until full payment of the sums due by the Customer has been received. Delay in payment by the Client may give rise to a delay in the performance of Dripl's commitments.
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 Term & Termination

The Purchase Agreement commences on the same date as the Rental Agreement with respect to the Tap Point between the parties.
This Purchase Agreement is entered into for a fixed term and is inextricably linked to and terminated automatically and by operation of law at the time of the termination of the Rental Agreement between the parties, in any form or for any reason whatsoever.
The Purchase Agreement cannot be terminated before the Rental Agreement ends. The parties agree that termination of the Purchase Agreement, for whatever reason, immediately and automatically means the end of the Rental Agreement and the Maintenance Agreement at the same time.
Both the Client 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 the contractual obligations of the co-contracting party. This does not require the intervention of a court and does not give rise to any compensation.
The parties agree that the following exceptional circumstances may justify a termination of the Purchase Agreement: (i) When the Client or Dripl ceases their payments, files a declaration of bankruptcy, is declared bankrupt or commences liquidation or similar proceedings; (ii) In the event of force majeure/hardship on the part of the parties, subject to the conditions of Article 9; (iii) When Rental Agreement between the parties ends, for any reason; (iv) When the Maintenance Agreement between the parties ends, for any reason.
Termination due to serious breach of the contractual obligations of the co-contracting party requires a 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, this breach may constitute a ground for termination of the Purchase Agreement.
The following failures of the Customer shall be considered as serious failures that may justify a termination of the Purchase Agreement by Dripl: (i) When the Customer is in default to settle two invoices under the Purchase Agreement, (ii) When the Customer has a total arrears towards Droipl (under their different contractual relationships) of two thousand Euros (€2,000.00); (iII) When the Customer has connected flavour concentrates other than DRIPL's Taste Boxes to the Tapping Point.

Art. 26 Liability

Dripl is only liable to the Customer for the direct damage resulting from shortcomings in the performance of its obligations under the Purchase Agreement and this is limited to: (i) At Dripl's own choice and discretion, the (re)delivery of the missing or defective Products. If the redelivery is not (or no longer) possible or useful, Dripl is entitled to a refund of the purchase price of the missing or defective Products; (ii) The amount of the payment of the insurance policies taken out by Dripl.
Dripl's liability in respect of the Products is limited to its responsibility as a reseller, without Dripl being liable for any damages relating to the Products other than for the conformity of the delivery. Any non-conformity must be reported by the Client within a period of five (5) working days after delivery.
All 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 has purchased the Products in question. The Customer has the maximum possibility to invoke such complaints and/or damages, for two (2) months after delivery of the respective Products.
Under no circumstances shall the Client be entitled to indemnification by Dripl for: (i) Defects caused directly or indirectly by an act of the Client or a third party, whether caused by fault, negligence or carelessness; (ii) Problems with the quality of the Flavour Boxes attributable to: a. Consumption after the indicated expiration date or the normal consumption period of the Flavour Boxes after connection to the Tap Point (30 calendar days); b. Storage in inappropriate conditions (e.g. in terms of cooling, humidity or external odours); c. Improper preparation of the Dripl Drinks due to incorrect manipulation or incorrect or lack of daily maintenance of the Dispense by the Customer; (iii) Damage due to misuse; (iv) Collateral damage caused by further use or application by the Customer after the discovery of a defect; (v) Alleged defects based on subjective data, such as personal tastes or preferences; (vi) Allergic or other reactions resulting from the consumption of the Dripl Drinks by the users; (vii) Damage that would not have occurred if the customer had acted with sufficient diligence to limit the damage; (viii) Damage caused by force majeure or hardship, in accordance with the provisions of Section 9; (ix) Indirect and consequential damage, such as, but not limited to, damage to image, loss of income, loss of turnover, damage to third parties, etc.

D. General terms and conditions

Art. 27 Force majeure and impervision

When one of the parties is unable to perform the Rental Agreement due to force majeure / hardship, even if the situation of force majeure / hardship does not lead to permanent and/or absolute impossibility of performance, or when the contractual balance between the Parties has been seriously disturbed by an unforeseeable event as a result of which it cannot reasonably be expected that the Rental Agreement will continue to be performed under the same conditions, such party shall have the right to (i) temporarily suspend the performance of its obligations, or (ii) terminate the Rental Agreement in accordance with Article 6, if the Rental Agreement cannot be performed for more than three (3) months, or (iii) to renegotiate the conditions under which the Rental Agreement is performed. If the other party does not participate in the renegotiation in good faith, either party may ask the court to determine new contract terms.
In that case, the Party on whose behalf the situation of force majeure / hardship occurs will not owe any compensation.
Force majeure / hardship is understood to mean any circumstance beyond the control of the Party, as a result of which the fulfilment of its obligations towards the other Party is wholly or partially prevented 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 of the conclusion of the Rental Agreement.

Art. 28 Intellectual Property

The Dripl Tap Point 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 or not (hereinafter referred to as the "Intellectual Property Rights").
The Client may not, under any circumstances, make any changes to the logo, name, brand or any other distinguishing marks affixed by Dripl at the Dispensing Point.
If the Client commits an infringement of Dripl's Intellectual Property Rights, it will owe Dripl a fixed compensation of twelve thousand euros (€ 12,000.00), plus one thousand euros (€ 1,000.00), plus one thousand euros (€ 1,000.00), by operation of law and without notice of default, for each day that the infringement continues and without prejudice to Dripl's right to prove a higher damage.
The Client shall indemnify Dripl against all damages and all claims that may be brought against Dripl on the basis of or arising from a dispute regarding the validity of the Client's logo, brand, name, corporate identity or design and/or in the event that the intellectual property rights thereto would (appear) to infringe the intellectual property rights of any third party.

Art. 29 Confidentiality and data protection

The Client is obliged to treat this Rental Agreement and any confidential information relating to Dripl or its operation confidentially.
Dripl processes personal data in the execution of the Rental Agreement with the Client and/or in the context of a legal obligation.
Both Dripl and the Client undertake to comply with the applicable privacy legislation (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/GDPR), (ii) the Act 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 context, including future legislation).

Art. 30 Final provisions

Good faith The Parties confirm that they have acted in good faith in the negotiation and drafting of this Rental Agreement and confirm that they will respect the same principle in its execution.
Balance of the Rental Agreement The parties acknowledge and confirm that they have negotiated all the provisions of the Rental Agreement and have really wanted each clause as it is written in this Rental Agreement.
The parties acknowledge that they have taken the specific circumstances into account when negotiating, drafting and interpreting the Rental Agreement. As a result of the negotiations, a balance was struck between the rights and obligations of the parties, which is reflected in the Lease Agreement. The parties therefore expressly confirm that they consider this Rental Agreement and all its provisions to be balanced.
In particular, the parties acknowledge that the compensation arrangement as agreed is reasonable in light of the contractual performance to be performed and the responsibilities and risks assumed.
This Rental Agreement and its Appendices contains the sole and complete agreement between the parties with respect to the Lease and the obligations contained herein, and it supersedes any prior agreements or Leases between the parties in this regard. Of course, this does not affect the Purchase Agreement and the Maintenance Agreement concluded between the parties.
Severability of the Rental Agreement The nullity of one of the articles of this Rental Agreement, or part thereof, does not affect the validity of the other provisions of this Rental Agreement, nor of the Rental Agreement in its entirety. Their enforceability remains unaffected up to what is permitted by law.
In the event of the invalidity or unenforceability of any provision of the Rental Agreement, the parties shall negotiate in good faith with a view to replacing it with a provision that corresponds as closely as possible to the intention of the parties. If the parties do not reach an agreement, the competent court may reduce the null and void provision to what is (legally) permitted. Likewise, all parties shall negotiate in good faith in order to find a solution acceptable to all in the event of a situation that is not provided for in this Rental Agreement.
Unless expressly provided otherwise in this Rental Agreement, this Rental Agreement and any appendices may only be amended or supplemented by means of a written Rental Agreement, signed by the duly authorized representatives of all parties.
Notice All notices in connection with this Rental Agreement must be in writing and in English.
Except as otherwise expressly provided in this Rental Agreement, such notices shall be deemed valid if they are sent by certified mail or by internationally recognized courier service to the addresses described at the beginning of this Rental Agreement or to any other address that a party may communicate to the other party in accordance with this section.
Notices will be deemed made three (3) business days after postmarking. No party to this Rental Agreement shall be deemed to have waived any right or title under the Rental Agreement or in respect of a breach of contract by the other party, unless such waiver has been given in writing. If, in application of the preceding paragraph, a party waives any rights or claims under this Rental Agreement that are caused by a default or other breach of contract by the other party, such waiver shall never be construed as a waiver of any other right under the Rental Agreement, even if both cases are substantially similar. The possible or even repeated non-application of any right by the parties can only be regarded as tolerating a certain situation and does not lead to limitation of rights.
Legal successors and assignees This Lease Agreement shall have consequences, both with regard to the parties and with regard to their heirs, representatives, legal successors and entitled parties, indivisible among themselves.
Unless expressly agreed in writing by Dripl, the present Rental Agreement may not be transferred by the Client to third parties in its entirety or in any of its parts. Dripl is expressly permitted to assign this Rental Agreement, for any title, to third parties.
Netting: In accordance with the provisions of the Financial Securities Act of 15 December 2004, the Parties shall automatically and ipso jure offset and settle all current and future debts in respect of each other. This means that in the permanent relationship between the Parties, only the largest claim remains on balance after the aforementioned automatic set-off. In any event, this set-off will be enforceable against the trustee and the other concurrent creditors, who will therefore not be able to oppose the set-off carried out by the Parties.

Art. 31 Governing Law and Jurisdiction

This Rental Agreement is governed by Belgian Law.
Any disputes that may arise between the parties regarding the validity, interpretation, execution and termination of this Rental Agreement will be settled amicably as far as possible.
If the parties do not succeed in reaching an amicable solution within a period of thirty (30) days after the start of the negotiations between the parties, the parties are free to submit the dispute to the normally competent courts and tribunals of Dripl's registered office.

E. Trial period

The first six (6) months after day of installation is considered a flexible trial period. This means that if the Customer does not wish to keep the device for a valid reason, Dripl is obliged to take over the device according to the buy-back price. This duration is a maximum. This buy-back price is calculated using the following formula:
AK – (M x A) – IF = BB
Where: AK = Purchase price M = Number of months in use A = Monthly straight-line depreciation IF = Intervention fee (€300,-) BB = Buy-back price
After the Customer informs Dripl, a take-back agreement will be drawn up. This will be signed on the day of collection. Within a thirty (30) day payment period, the buy-back price will be settled