GENERAL TERMS AND CONDITIONS OF RENTAL AND SALE

1. Scope of the General Terms and Conditions

Unless otherwise agreed to in writing, the following general terms and conditions of rental and sale (hereinafter referred to as the ‘General Terms and Conditions’) are applicable to all rental and sales contracts entered into with SipWell and services offered by Sip-Well NV, Technologielaan 3, 1840 Londerzeel, registered with the Crossroads Bank for Enterprises under enterprise number 0450.274.592 (hereinafter referred to as ‘SipWell’). The General Terms and Conditions are also applicable to contracts entered into online via the online shop (hereinafter the ‘Online Shop’) at www.sipwell.com (hereinafter referred to as the ‘Website’). By entering into a contract or contracts with SipWell (whether through the Online Shop or by other means), the renter and/or purchaser (hereinafter referred to as the ‘Customer’) confirms that it has integrally read these General Terms and Conditions, which are provided by SipWell to the Customer prior to any order and which can also be found on the reverse side of all order forms, invoices and on its Website and confirms that it unconditionally undertakes to comply therewith. These General Terms and Conditions always take precedence over any general terms and conditions on the part of the Customer. These General Terms and Conditions do not apply to Customers who are consumers. The General terms and conditions applicable to consumers are available on our website.

2. Formation of a contract

The contract entered into between parties takes effect as of the time that both the Customer and SipWell have signed the order form or the Customer has placed the order through the Online Shop and such order has been accepted by SipWell.

3. Range and Price

SipWell rents out and sells water coolers, (hereinafter collectively referred to as the ‘SipWell appliances’) and related articles including water bottles, cups, drink bottles and consumables, including filters, and CO2 bottles, as detailed in the order form or on the Website. Images of the SipWell articles on the Website are solely for illustrative purposes and could contain elements that are not included in the price or deviations from the product. Prices stated on the order form and the Online Shop are in euros and are exclusive of VAT. SipWell reserves the right at any time to amend the price of the appliances and associated articles offered. If an order is placed, the price listed on the Website at the time of placing the order or on the order form is the applicable price. If the SipWell products ordered by the Customer are temporarily not in stock, SipWell can make a replacement product available until the ordered SipWell products are delivered, under the same conditions as agreed to.

4. Duration

Contracts with SipWell that pertain to the rental of SipWell appliances, the purchase of water bottles and/or the maintenance of SipWell appliances are entered into for an initial term of 36 months, unless otherwise agreed, as stated on the front of the order form or on the Online Shop. The initial term of the contract commences as of the time that SipWell has installed the appliance at the Customer’s, or for contracts relating to the delivery of water bottles only, upon the first delivery of water bottles. If either the Customer or SipWell does not give the other party written notice no later than three months prior to the end of the term of the contract by registered letter, the contract shall be tacitly extended by for successive 12-month terms under the same terms and conditions.

5. Delivery

SipWell undertakes to deliver the appliances and associated articles ordered by the Customer to the address in Belgium stated on the order form or on the Online Shop. The Customer is obliged to receive the articles delivered by SipWell at the agreed time and to provide sufficient space so that the articles can be delivered to the address provided by the Customer. The Customer is required to ensure, at its own costs, that the necessary facilities (such as an electrical power connection and, if applicable, a water connection from the water mains for the water cooler) are available at the time of the installation of any appliances to be installed by SipWell. Upon delivery the Customer will have to sign the delivery order for receipt. Notwithstanding article 12, the Customer bears all risks, including loss and theft, related to the appliances and articles delivered as from the moment they are effectively delivered to the location indicated on the order form. Deliveries for EUR 35 (excluding VAT) or more will be delivered by SipWell without any delivery charges. For deliveries of less than EUR 35 (excluding VAT), the Customer will be charged a delivery fee of EUR 12.5 (excl.VAT) per delivery in addition to the kilometre levy that would be due by SipWell. Furthermore, SipWell is entitled to invoice the Customer an additional delivery charge of EUR 25 (excl. VAT) if SipWell is required to make separate deliveries at the request of a Customer outside of its standard delivery dates for such Customer. Should the Customer be unable, for any reason, to take delivery on the agreed delivery date or should the Customer wish to postpone the proposed delivery date, then it will have to submit an application for a postponed delivery. An application for a postponed delivery must be submitted in writing to SipWell by the Customer at least 5 days prior to the planned delivery or else a delivery fee of EUR 25 (excl. VAT) may be applied by SipWell. In addition, if the Customer does not submit an application for a postponed delivery in due time to SipWell and the Customer fails to take delivery of the appliances or articles when they are delivered, SipWell is entitled to store the appliances or articles at the expense of the Customer and at the latter’s risk and expense. If SipWell is unable to fulfil the delivery on the agreed date, SipWell shall inform the Customer thereof by email in which case the Customer is entitled to demand that SipWell performs the delivery within an additional period of no more than one month. In the event of a delivery being postponed, the Customer and SipWell shall consult in order to set a new delivery date, without such being later than one month after the order. SipWell reserves the right to perform partial deliveries that likewise constitute partial sales. The partial delivery of an order can under no circumstances be grounds for the refusal to pay for the delivered appliances or articles. If the delivery requires the use of special materials, then the costs for such are payable by the Customer. SipWell reserves the right to suspend the delivery of water bottles due to a breach on the part of the Customer of its obligations contained in these General Terms and Conditions, including but not limited to the late payment of an invoice by the Customer. A suspension of the delivery of water bottles does not automatically mean that the other provisions of the contract are suspended or that the contract is terminated in its entirety.

6. Price indexation and price changes

Rental fees for the rental of SipWell appliances will be automatically indexed at the beginning of each calendar year on the basis of the evolution of the health index. The new index will be the health index for the previous month of December and the reference index will be the health index for the month of December in the year that preceded that. The indexed amount of the rental fees shall be automatically included by SipWell in its invoices. SipWell reserves the right to amend the prices upon an increase of SipWell’s costs at any time. In such case, price increases shall be notified in writing to the Customer at least two months prior to the prices changes being applied and the Customer shall be entitled to terminate the relevant contract subject to one month’s notice.

7. Methods of payment

The periodic purchase of water bottles and consumables and, where applicable, the rental of SipWell appliances and the maintenance thereof will be invoiced on a monthly or annual basis, according to the wishes of the Customer, as determined on the order form. Invoicing for the rental of the SipWell appliances and invoicing for the delivery of water bottles can occur at different times. The Customer undertakes to pay the invoices sent by SipWell within 15 days of the invoice date, unless different payments terms are agreed between the parties in writing. If the Customer does not pay the invoice by the due date, late payment interest will be charged at then applicable rates for late payment in commercial transactions (law of August 2, 2002) without prior notice of default being required. If the invoiced sum is not paid within 15 days of the notice of default being sent, then a fixed sum is moreover payable by the Customer of 10% of the invoiced sum as liquidated damages which shall be deemed to correspond to the damage suffered by SipWell, without prejudice to SipWell right to request a higher amount should its actual damage exceed such amount. The above is without prejudice to any other amounts or remedies that may be available to SipWell pursuant to law. If the Customer has opted to pay by direct debit, then the direct debit order remains applicable for the entire duration of the contract.

8. Deposit

Should the Customer rent SipWell appliances, it undertakes upon entry into the contract to pay a deposit, the amount of which is shown on the order form or in the Online Shop. In addition, Customers shall upon entry into the contract (or upon any increase to the number of SipWell water bottles) pay a deposit of EUR 12.80 per bottle for the SipWell re-usable water bottles and a deposit of EUR 30 for the re-usable CO2 bottles. The Customer is in any event not entitled to any interest payments on the outstanding sum of the deposit. The parties agree that the purpose of the deposit is to ensure the Customer’s compliance with all the obligations arising from the contract that the Customer has entered into with SipWell. In the event of noncompliance on the part of the Customer with respect to its obligations under the contract, SipWell reserves the right to deduct any amounts due to SipWell from the deposit paid by the Customer. Should the Customer decide to terminate the direct debit specified in article 7, SipWell reserves the right to adjust the deposit sum. If the Customer has fulfilled all its contractual obligations, the deposit shall, upon the Customer’s request in writing setting forth its bank account details, be repaid into the Customer’s bank account.

9. Use of the SipWell appliances and related products

The Customer shall ensure that the SipWell water bottles are only used in the appropriate SipWell appliances delivered by SipWell. If SipWell and the Customer agree in writing that SipWell will provide water bottles for use on third party appliances, SipWell shall not be responsible for any water quality problems that may arise or for any damage that may result therefrom. Only SipWell bottles may be mounted on a SipWell water cooler. The Customer shall never use the SipWell water bottles for any purpose other than what they are intended for or re-fill them with another liquid and/or solid other than water. The Customer shall be fully responsible for any damage, including to the SipWell appliances, resulting from the use of water bottles manufactured by third parties, the use of third-party appliances or the re-filling of SipWell water bottles. The Customer shall duly take good care of the SipWell appliances and SipWell water bottles, shall keep them in clean and hygienic condition and shall at all times comply with the instructions given by SipWell in this respect. The SipWell appliances and water bottles must be protected from sunlight, other heat sources and dust by the Customer. The SipWell appliances may under no circumstances be placed outside in the open air. The Customer shall remain responsible for ensuring that the required parameters communicated by SipWell for the SipWell appliances to work properly are regularly checked in order to prevent unnecessary damage being caused. In the event of abnormal parameters or damage to an SipWell appliance, the Customer must forthwith inform SipWell thereof in writing. The contents of SipWell water bottles should be consumed prior to the “drink by” date indicated on each bottle. Opened water bottles should remain at all times on the SipWell appliances which must be switched on at all times. In case a SipWell appliance has been disconnected or is no longer cooling, the contents of any opened water bottle should be discarded.

10. Maintenance and repair of the appliances

Maintenance of appliances leased to Customers shall be carried-out by SipWell once a year or at any other interval indicated on the relevant order form or through the Online Shop. If additional maintenance is required in respect of the SipWell appliances, they shall, at Customer’s request, be carried by SipWell at the then applicable rates. In respect of leased or sold appliances, the Customer shall be responsible for the cost of any repairs to or replacement of the SipWell appliances when damage to the appliances is due to noncompliance with the obligations set forth in these General Terms & Conditions including any instructions provided on the basis of article 9, or to negligence or misuse by it or any other third party. For leased appliances, the Customer can be held responsible and required to pay all repair and replacement costs for the SipWell appliances that result from this. SipWell reserves the right, for every SipWell appliance that is no longer under guarantee, to conduct a prior inspection before concluding a maintenance contract in order to assess whether the appliance in question is in good condition. Should it emerge that the SipWell appliance is defective, then it shall have to be repaired before a maintenance contract can be taken out. The Customer shall always permit SipWell to access the areas where the SipWell appliances are located so that SipWell can perform the maintenance and repairs, as well as to deliver the ordered bottles and collect the empty ones. In respect of sold appliances, and subject to the provisions set forth above, SipWell will repair appliances free of charge during the applicable guarantee period. If a repair falls outside of the scope of the guarantee or must be carried out after the end of the guarantee period, then repairs will be carried out by SipWell at the Customer’s request at the then applicable repair rates.

11. Complaints

SipWell must be informed in writing of any complaints with respect to a delivery within 5 workdays of said delivery. SipWell must be informed by registered letter of any complaints with respect an invoice within 5 workdays of the invoice date. Reporting a complaint does not entitle the Customer to suspend any payments, whether wholly or partially.

12. Property and retention of title

The SipWell water bottles and CO2 bottles remain the property of SipWell at all times and are subject to a deposit as provided for in article 8 of these General Terms and Conditions. The empty bottles will be collected by SipWell at the same time as the delivery of the full bottles. In the event of the rental of SipWell appliances: - they remain the exclusive property of SipWell and the Customer undertakes not to sell them, transfer them, subrent them, pledge them and/or encumber them with any security; - they may only be moved to a different address after prior written permission is received from SipWell; - the Customer undertakes not to alter or repair any SipWell appliances and acknowledges that only SipWell can act as the repairer. In case of rental, the Customer shall immediately inform SipWell in writing if: - SipWell appliances and/or water bottles in the possession of the Customer are, whether wholly or partially, stolen, damaged, claimed or involved in an accident that has caused physical or material damage; - a third party wholly or partially seizes or attaches the SipWell appliances and/or water bottles that the Customer has in his possession. In that event the Customer shall inform the executing bailiff and the attaching party of the fact that it is not the owner of these appliances or articles. For appliances or articles that are sold to a Customer by SipWell, SipWell shall, notwithstanding the application of article 5 of these General Terms and Conditions, remain the exclusive owner thereof until all amounts due to SipWell in connection with such sale are fully paid.

13. Guarantee

The Customer undertakes to inspect the delivered appliances or articles immediately upon delivery in order to ascertain whether they correspond to the agreed-to order. Any visible defects must be forthwith reported in writing to SipWell within two days of their delivery. Any complaints due to visible defects do not entitle the Customer to suspend its payment obligations. To the fullest extent permitted by law, liability on the part of SipWell for any hidden defects in the products delivered by SipWell is limited to those defects that manifest themselves within 6 months of the delivery. Except as otherwise excluded pursuant to these General Terms & Conditions, SipWell undertakes to remedy free of charge all defects that occur during the guarantee period and that are reported within the period specified below, either by repairing the appliances or articles or by replacing them. The Customer must report all hidden defects within a period of 8 workdays of becoming aware of them in writing to SipWell. In the absence of timely notification of any defects, the Customer loses the right to lodge a claim against SipWell on the grounds of a hidden defect. Defects that are the result of normal wear and tear or of inappropriate use on the part of the Customer or that are due to external causes and those defects that occur after the articles are altered or repaired by persons other than the SipWell technicians are not covered by this guarantee. The guarantees set forth above only covers those appliances or articles manufactured by SipWell and any defects due to the use of water bottles or other products on an SipWell appliance that are not manufactured by SipWell are not covered by this guarantee. The other appliances or articles are subject to the terms and conditions of any guarantee granted by the manufacturers thereof.

14. Liability

Under no circumstances shall SipWell be held liable for damage that is directly or indirectly attributable to negligence or incorrect usage on the part of the Customer or any third parties of the delivered appliances or articles or due to alterations to the delivered appliances or articles performed by the Customer or any third parties. The Customer is liable for any damage arising from the incorrect or negligent use of the SipWell appliances and other SipWell articles on the Website, whereby SipWell reserves the right to recover any losses it incurs as a result thereof from the Customer in full. To the fullest extent permitted by applicable law, SipWell disclaims all liability for any immaterial, indirect or consequential damage (including but not limited to loss of profits, financial loss, interruption of activities, loss of data or claims on the part of third parties). With respect to the SipWell water coolers that are connected to the water mains, SipWell can under no circumstances be held liable for any damage caused by the water from the mains. SipWell cannot be held liable for any irregularities in respect of the quality of the water supplied via the water mains. SipWell’s aggregate liability is in any event limited to those amounts invoiced on an annual basis and effectively paid under the contract. In addition, in respect of new or refurbished appliances sold to a Customer and for which a Customer has opted not to enter into a maintenance agreement with SipWell, SipWell shall not be liable for any direct or indirect damage resulting from the absence of maintenance or incorrect maintenance to the relevant appliances, including any damage suffered to the appliance and any resulting consequences to the quality of the water distributed by such appliance including any consequences on health.

15. Processing of personal data

The Customer’s personal data is recorded in a SipWell customer database and processed pursuant to the Law of July 30, 2018 on the protection of physical persons in relation to the processing of personal data. This data shall only be used for customer administration, the execution of this contract and for direct marketing purposes that allows the Customer to remain informed of the latest services and products offered by SipWell. This data shall only be used by SipWell and shall not be transmitted to third parties. By accepting these provisions, the Customer consents to the use of the data pursuant to the conditions detailed above. The Customer can use its right of access, correction and objection in respect of this data free of charge by approaching the party responsible for this processing: SipWell NV, Technologielaan 3, 1840 Londerzeel. Should the Customer be registered with the Online Shop, then the Customer is responsible for keeping its login details and password confidential.

16. Termination and notice

The Customer acknowledges that the contract can unilaterally be wholly or partially terminated and without prior notice of default being required and/or judicial intervention by SipWell in the event of a breach on the part of the Customer of any provision of these General Terms and Conditions that is not remedied within 15 workdays of such breach being notified by registered letter. In the event of the termination of a rental contract, the Customer is obliged to pay SipWell compensation equal to the rental sums that would become payable as of the date of the termination until the standard end date of the rental contract. If, in addition to the rental of a SipWell appliance, the rental contract also includes a minimum purchase obligation (a ‘package’ contract), the Customer shall be obliged to pay SipWell compensation equal to 50% of the ‘package’ sums still payable as of the date of the termination until the standard end date of the ‘package’ contract. The contract shall automatically end without prior notice of default being required if either SipWell or the Customer finds itself in a state of suspension of payments, insolvability, bankruptcy or liquidation. Upon termination of this agreement for any reason, the Customer must return all SipWell appliances and water bottles belonging to SipWell within 8 workdays. SipWell reserves the right to charge the Customer for the value of every SipWell appliance that is still in the Customer’s possession after that period. Such value is hereby determined to be EUR 800 per appliance and EUR 15 per bottle and EUR 25 per CO2 bottle, in addition to the amount of the deposit set forth above. When collecting a SipWell appliance, SipWell charges the Customer for reconditioning and sterilising the appliance for an amount of EUR 55 (excl.VAT) per appliance, plus EUR 40 (excl. VAT) transportation costs. The same fees shall be applied in case of theft or loss of the appliance whether during or after the term of the contract.

17. Force majeure

In the event of force majeure, the affected party is entitled to suspend the affected obligations under the contract or reach a settlement in consultation without either party being liable to pay compensation (it being understood that force majeure shall not interrupt any payment obligations by the Customer). Force majeure is understood to be a situation where the performance of the contract by one of the parties is prevented, whether in its entirety or partially and whether or not temporarily, due to circumstances outside of the party’s control and which it could not foresee. The following circumstances are deemed to constitute force majeure, without such being limited to these: electricity or telecommunication failures, natural disasters, exceptional weather conditions, war, delays or failures of deliveries by the suppliers of a party, strikes or lock-outs, intervention by the authorities, pandemics and border closures. In such cases the parties shall make every reasonable effort to limit the consequences of the situation of force majeure and shall resume performance of its obligations upon the end of the force majeure event.

18. Disputes

Belgian law is applicable to all contracts concluded with SipWell. Depending on the sum concerned, the courts of the district of Antwerp and the justice of the peace court of the court district of Meise are exclusively competent to hear all disputes that could arise from any contractual relationship with SipWell, including disputes concerning the application and the interpretation of these General Terms and Conditions.

19. Bankruptcy, liquidation, takeover

In the event of bankruptcy, liquidation or a change of control, the Customer shall forthwith inform SipWell in order for SipWell to take all necessary measures in connection therewith. In such case, SipWell shall be entitled to terminate the relevant agreement without any legal intervention, without prejudice to all other remedies available to it under the law. SipWell shall be entitled to immediately recover its leased appliances as well as all water bottles and CO2 bottles located on the Customer’s premises. The Customer shall perform all actions in this respect, either personally or through the agency of a liquidator, the trustee, buyer, etc. Should one of the parties end up in insolvency proceedings, any debts and claims between the parties shall become due and shall be paid immediately.

20. Divisibility

If any of the provisions of these General Terms and Conditions are unenforceable or are in conflict with imperative law, then such shall not affect the validity and enforceability of the other provisions of these General Terms and Conditions. In such case, the parties shall negotiate in good faith with the aim of replacing the relevant provision with an enforceable and valid provision that corresponds as close as possible to the purpose and scope of the original provision.

(Version: February 2023, B2B)