General Terms And Conditions

GENERAL TERMS AND CONDITIONS OF SALE

E-SUPPLIER BV

Version [February 2025]

1. General

The present general terms and conditions of sale (the “GTC“) apply to all offers and quotations of and agreements concluded with E-SUPPLIER, a limited liability company (besloten vennootschap) under Belgian law, having its registered office at Pittemstraat 88A, 8760 Meulebeke (Belgium) and registered with the Crossroads Bank for Enterprises under number 0777.951.975 (“E-Supplier”), concerning the sale and/or delivery of goods (the “goods“) to any professional third party (the “purchaser“) (the “agreement“). The purchaser waives any recourse to any documents contradicting these GTC, including its own general terms and conditions unless E-Supplier expressly agreed to their application in writing. The GTC are communicated to each purchaser who places an order before a purchase agreement is concluded. By placing an order, accepting, or paying for the goods, the purchaser acknowledges to have read, understood, and agreed to the GTC and the language in which they are drawn up. E-Supplier reserves the right to update or modify these GTC at any time without prior notice. Purchasers will be notified of any modifications, which may only affect future orders and are only valid if it is done in writing and expressly agreed to prior to the future order. In such case, a continued use of E-Supplier’s goods and/or services constitutes acceptance of the modified GTC. If E-Supplier decides not to invoke a certain right under the GTC, this does not entail a waiver of any clause or the GTC as a whole.

1. Orders

Every order is made via an order form provided by E-Supplier and signed by the purchaser, unless E-Supplier confirms in writing that the order has been accepted and thus validly concluded in another way. These remain fully applicable to all future orders. All quotations from E-Supplier are non-binding unless expressly stated otherwise in the quotation. The prices stated in the quotation are valid for a maximum of thirty (30) calendar days from the date of the quotation but may be subject to indexation. Typographical errors, material mistakes, and calculation errors in a quotation never bind E-Supplier. E-Supplier can only be deemed bound by an order in the event of written order confirmation by E-Supplier. E-Supplier is not obliged to accept any order and is permitted to refuse orders if it has a valid reason to do so, for example, but not limited to, the situation where the purchaser has outstanding debts.

If the purchaser cancels an order, the purchaser is liable to pay a cancelation fee amounting to twenty (20) % of the price, unless E-Supplier suffers damage exceeding this amount as a result of the cancellation. An order for goods manufactured by E-Supplier specifically at the request of and customized for the purchaser cannot be cancelled and will be invoiced in full.

1. Changes to an order

A change to an order at the request of the purchaser can only take place when the parties come to an agreement about the terms of delivery, including the price and (modified) time of delivery. Any changes must be documented in writing and signed by both parties to be valid.

1. Delivery

The delivery times stated by E-Supplier, even in an order confirmation, imply only an obligation of means for E-Supplier. These delivery times are the best possible estimate based on current and expected deliveries and purely indicative, without the purchaser being able, in the event of it being exceeded, to make any claim for compensation or to cancel the order. If E-Supplier expects the delivery date to be exceeded, the purchaser will be informed thereof in writing. In such case, E-supplier and the purchaser will mutually agree on a new reasonable delivery date. Only insofar E-supplier is also unable to deliver within this new period, the purchaser may cancel the order (free of charge), however without E-Supplier being liable for any compensation.

If a situation of force majeure (cf. article 14) prevents the timely delivery of the goods, E-Supplier retains the right to distribute the available goods among its customers as it sees fit, without the purchaser being able to make any claim for (compensation for) loss on that account.

Unless otherwise agreed in writing (or unless the partial delivery has no independent value), E-Supplier may deliver the goods in parts and invoice the delivered goods separately. Insofar parties have agreed to an advance payment of the order, the delivery of the goods may be postponed for as long as the purchaser has not paid, or has not paid in full, the advance agreed for the goods to be delivered and/or the price of previous deliveries.

E-Supplier is entitled to suspend delivery if and as long as the purchaser does not (fully) meet any of his obligations resulting from the agreement.

When E-Supplier doubts the creditworthiness of the purchaser, E-Supplier is entitled to refuse production, forwarding and/or delivery unless the purchaser pays for the goods prior to delivery or provides a security acceptable to E-Supplier.

If the ordered goods are not collected by the purchaser on the delivery date, E-Supplier has the right to invoice the purchaser for any storage costs due and a flat-rate compensation of 5% of the original price for additional administration. Moreover, the price will be immediately due and payable by E-Supplier. The purchaser cannot collect the goods until payment of both the price, any storage costs due and the flat-rate compensation of 5% of the original price for additional administration and any late payment interest and damages.

1. Ownership and risk

The goods remain the property of E-Supplier until all that which is owed by the purchaser in connection with the delivery of the goods has been paid (incl. the principal sum, any costs, interest and, if applicable, compensation). Moreover, until then, the purchaser is obliged to keep the delivered goods separated from other goods and clearly identify them as the property of E-Supplier, to insure and keep them properly insured as well as not to proceed to processing, treating or reselling the goods. E-Supplier is allowed to inspect the insurance policy upon first request. If it should turn out that the purchaser has not, or has not sufficiently, taken out an insurance policy, E-Supplier reserves the right to take out an insurance policy against loss of or damage to the goods, at the expense of the purchaser. The purchaser is not allowed to establish securities on unpaid goods. Any act to the contrary is not enforceable against E-Supplier.

In cases of (a serious suspicion of) violation of the payment obligations by the purchaser, the purchaser undertakes to give E-Supplier the opportunity to repossess the goods immediately without prior notice of default, at the expense of the purchaser, wherever they may be. In this regard, E-Supplier is entitled to request an inventory of the goods and is granted the right to, amongst others, enter the storage areas of the purchaser to recover the goods. If the goods are placed with a third party (for example, the lessor of a property rented by the purchaser), the purchaser must inform E-Supplier thereof and of the identity and address of this third party, before effectively placing the goods with the third party so that E-Supplier can draw their attention to the retention of title.

The risk concerning the goods (including damage to or loss of the goods) is transferred to the purchaser upon delivery of the goods. If the ordered goods are not collected by the purchaser on the agreed upon delivery date, all risks of fire, theft or any kind of damage shall be borne by the purchaser from the initial delivery date.

Delivery, unless otherwise agreed in writing, takes place Ex Works (Incoterms ® 2020) at the registered office of E-Supplier. The purchaser shall bear any costs and risks of transport, even if the transporter was chosen by E-Supplier, unless otherwise agreed upon. In the event of damage of any kind occurring during transport, the purchaser shall only have recourse against the carrier or its insurer. Loading of the goods will be done by the purchaser (or on behalf of the purchaser) and will be at the risk of the purchaser. The purchaser is also liable for all damages during or after delivery of the goods.

1. Modification of the goods

If the purchaser, without the express written permission of E-Supplier, modifies the delivered goods or fails to implement a modification imposed by E-Supplier, the purchaser agrees to indemnify, safeguard, and protect E-Supplier against all claims, prosecutions, costs, and expenses that arise as a result, whether based on a contract, a wrongful act, or otherwise.

1. Non-conformity and visible defects

Unless agreed otherwise, the purchaser must immediately inspect the goods delivered at the place of delivery for conformity with the agreement and to make any necessary comments regarding the goods in accordance with the conditions as described below. The person carrying out the inspection on behalf of the purchaser is deemed to be authorized to accept and take delivery of the goods. Failing such inspection, the goods shall be deemed to have been delivered in accordance with the agreement and the purchaser can no longer invoke any non-conformity or visible defect in respect of the goods, nor invoke any non-conformity or visible defect in order to defend itself against E-Supplier when the latter makes a claim for payment of outstanding debts. The purchaser’s observations do not allow him in any way not to fulfil his payment obligations. The purchaser always has an obligation to limit damages.

Any non-conformity or visible defect must be reported to E-Supplier by e-mail within a period of seven (7) calendar days after delivery and in any event before they are processed, treated or resold, in whole or in part. The purchaser must provide photographs proving the non-conformity or visible defects, as well as the invoice details and all the circumstances and time of determination of the defects invoked, as well as proof that the non-conformity or visible defects are not the result of the transport or careless storage of the goods by the purchaser.

No legal claim based on non-conformity or visible defects can be made more than fourteen (14) calendar days after delivery of the goods and a legal claim within this expiry period can only be made insofar as the observations together with the evidence were transmitted timely as stated above.

The purchaser must keep the defective or non-conforming goods at E-Supplier’s disposal and give E-Supplier the opportunity to examine these goods. A defected good will be returned in accordance with the instructions, written approval and at the expense of E-Supplier, unless otherwise agreed upon. This can in no way be interpreted as an admission of liability of E-Supplier.

Any resale or use of the goods by the purchaser deprives the purchaser of the right to make any comments regarding a non-conformity or visible defect.

1. Non-visible defects

A non-visible defect means manufacturing defects which make the normal use of the good impossible and which were not detectable by the purchaser at the time of delivery. Non-visible defects must be reported to E-Supplier by registered letter within seven (7) calendar days after the purchaser has discovered or should have discovered them.

E-Supplier indemnifies the purchaser for non-visible defects in accordance with article 9 and on the condition that the non-visible defect was notified timely as stated above and in any case within the warranty period prescribed by the manufacturer. The purchaser must provide photographs proving the non-visible defect, as well as the invoice details and all the circumstances and time of determination of the defects invoked. Failing the above, any intervention by E-Supplier shall be void.

1. Warranty of E-Supplier

Unless expressly agreed in writing by E-Supplier, no exchange, repair or return may take place before E-Supplier has had the opportunity to make the necessary determinations. Reactions by E-Supplier to late complaints or without the required prior determination are always subject to this reservation and never imply any renunciation of articles 7, 8 and 9.

In case a non-conforming delivery, a visible or non-visible defect was communicated in due time, and it is effectively established by E-Supplier that the conditions for intervention and warranty are met, E-Supplier’s warranty is, where applicable, in any case limited to the manufacturer’s warranty E-Supplier itself receives from the manufacturer, of which the purchaser acknowledges having knowledge. Furthermore, the warranty obligation of E-Supplier is limited to the following conditions:

a)         The warranty applies only to goods that were sold by E-Supplier and that have legitimately become the property of the purchaser;

b)         The warranty is limited to the exchange or repair of the defective parts without the purchaser being able to claim compensation and this regardless of the cause;

c)         The warranty does not cover defects and misappropriations resulting from (careless) storage at the purchaser’s or a third party’s premises;

d)         The purchaser is responsible for the proper use, maintenance, and care of the goods. This includes following manufacturer instructions, regular maintenance schedules, and industry best practices. The purchaser should also ensure compliance with any applicable laws or regulations regarding the use of the goods. Therefore, the guarantee by E-Supplier does not cover abnormal use of the goods or use not in accordance with this paragraph. Furthermore, the purchaser acknowledges that certain goods purchased, such as (lithium) batteries, can pose risks if not correctly installed or handled. It is the purchaser’s responsibility to ensure that such goods are installed and used in accordance with the manufacturer’s instructions and industry best practices to mitigate any potential hazards;

e)         Any guarantee is valid only if the goods delivered are used in conformity with the purpose for which they were made or designed. In this regard, unless expressly agreed otherwise in writing, E-Supplier does not warrant and bears no responsibility whatsoever for the fact that the goods would be suitable for any specific purpose or use for which the purchaser wishes to use them or have them used;

f)           The warranty does not cover defects resulting from a lack of maintenance;

g)         The warranty does not cover any performance level desired by the purchaser;

h)         In addition to the standard warranty, certain goods may come with specific warranties or guarantees. Details of these additional warranties or guarantees will be provided to the purchaser at the time of purchase. Consequently, the warranty does not cover these specific warranties or guarantees.

Any guarantee is furthermore canceled if the goods have been adapted or changed or if work has been carried out on the delivered goods, as well as in the case of an error or carelessness on the part of the purchaser, for which the purchaser will, if necessary, fully indemnify and hold E-Supplier harmless.

1. Price

The prices and tariffs applicable to the order are those in force at the time the purchaser places the order and/or as confirmed in the order confirmation as stipulated in article 2. All prices are Ex Works (Incoterms ® 2020) and are expressed and payable in Euros, excluding VAT and any other taxes, levies or delivery costs. If E-Supplier is obliged to pay or collect a levy or tax owed by the purchaser, any expenditure relating to this shall be for the purchaser’s account and shall be added to the price.

E-Supplier may, based on objective elements, change the current prices and conditions at any time. The amended prices and conditions will apply only for the future and as soon as they are communicated to the purchaser. No document submitted by the purchaser can result in any change in the prices and conditions. A revision of the price by E-Supplier may for instance occur in the event of delays in the completion or dispatch of the order caused by the purchaser, including in the event of or in connection with a change requested by the purchaser or as a result of a delay attributable to the purchaser in the provision of information required for the completion of the order.

1. Payment

Unless otherwise agreed between the parties, invoices are payable on the due date and are to be made net, before the delivery of the goods. Any dispute with regard to an invoice must, under penalty of inadmissibility, arrive within eight (8) calendar days after the invoice date per registered letter at the registered office of E-Supplier. In order to be valid, the protest must be substantiated. The purchaser’s right to offset, legal or otherwise, his claims against E-Supplier to consider any expired claim of E-Supplier against him to be extinguished, is expressly excluded.

In the event E-Supplier has granted a discount on the total order, E-Supplier reserves the right to cancel the discount and still charge the standard price without discount. Only the effective collection of the total amount of outstanding sums will count as full payment. The drawing up and/or acceptance of bills of exchange or other negotiable documents do not imply novation and do not in any way affect the applicability of these GTC.

If at any point in time, E-Supplier doubts the creditworthiness of the purchaser, including in the event of non-payment of (an) invoice(s) on the due date, judicial reorganization and/or any other identifiable event(s) that (may) affect E-Supplier’s confidence in the proper execution of the commitments made by the purchaser, the balance owed to E-Supplier (even of invoices not yet due) shall become immediately payable and E-Supplier expressly reserves the right to suspend deliveries, or to demand an advance payment and/or (other) securities or guarantees for deliveries yet to be made, even if the goods have already been sent in whole or in part. If the purchaser refuses to make an advance payment and/or to provide the demanded securities, E-Supplier is without prior notice of default entitled to dissolve the agreement with the purchaser without a right to compensation for the purchaser.

For each invoice or part of an invoice that has not been paid on the due date, E-Supplier is entitled, without prior notice of default, to an interest equal to the legally applicable interest rate in the case of late payments in commercial transactions plus 2% per annum until the date of full payment. In such case, E-Supplier is also entitled to a fixed compensation for administrative costs and collection measures equal to 15% of the invoiced amount, without this compensation being able to amount to less than EUR 500.00. These fees are calculated on the price including taxes and are due regardless of the granting of any grace periods. In this event, the extension of payment granted for other deliveries, if any, shall be void and all other invoices, even those not yet due, shall become immediately payable. E-Supplier may recover its costs for collection of the outstanding debt from the purchaser.

1. Limitation of liability

Insofar as E-Supplier also provides services to the purchaser in the context of the manufacturing of the products, E-Supplier only has an obligation of means and not an obligation of result towards the purchaser in the performance of these services.

With the exception of E-Supplier’s guarantee obligation as provided for in articles 7, 8 and 9, E-Supplier’s liability may only be invoked in the event of fraud or wilful misconduct. The liability of E-Supplier is limited to direct damages. Except in case of fraud or wilful misconduct, E-Supplier shall never be liable for indirect damages, including but not limited to loss of profit, loss of revenue, production loss or production downtime, administration or personnel costs, missed opportunity, loss of customers or any claims from third parties (including customers of the purchaser). In the event of E-Supplier’s liability being invoked, E-Supplier may in any case only be held liable up to the invoice amount of the good(s) in question if the latter exceeds the amount for which E-Supplier is insured and E-Supplier’s liability exceeds the amount for which E-Supplier is insured. Without prejudice to the provisions of articles 7 and 8, any claim against E-Supplier in connection with the agreement must be brought before the competent court within one (1) year of the claim in question arising.

In the event that E-Supplier is sued by third parties for damages caused by a fault on the part of the purchaser in relation to the purchased goods, the purchaser will fully indemnify E-Supplier.

The purchaser acknowledges that the limitation of liability of E-Supplier also applies in the event of gross negligence on the part of E-Supplier.

1. Termination

E-Supplier can terminate the agreement with immediate effect and without judicial intervention by means of a written notification to the purchaser:

a)         If the purchaser is the subject of an insolvency procedure (including the procedure for judicial reorganization or bankruptcy), if the purchaser requests a postponement of payment, judicial or otherwise, or if the concrete circumstances show that there is a serious suspicion of the purchaser’s inability to pay, as well as if the purchaser (as a natural person) dies or (as a legal person) is dissolved and/or liquidated;

b)         If the purchaser fails to fulfil one of its essential obligations, such as, for example, the timely payment of invoices or the failure to provide a requested guarantee as stipulated above;

c)         When the purchaser refuses to accept the delivery of the goods or if, after having been put in default by registered letter, the purchaser does not make payment within ten (10) calendar days of what is owed or has not provided security for payment acceptable to E-Supplier;

d)         If the purchaser does not comply with his other contractual obligations and, after having been put in default by registered letter, he does not respond positively to the notice of default within a period of fourteen (14) calendar days;

e)         If, after a previous notice of default to which he has given a positive response, the purchaser repeats what he was put in default for before or is closely related to;

f)           In the event of material inaccuracy of any information provided in any application, claim, schedule, certificate, or other document issued by the purchaser to E-Supplier prior to the agreement or thereafter.

The termination is without consequence for and does not relieve the purchaser of any obligation or liability assumed by the purchaser before the date of termination, on the understanding that all amounts owed by the purchaser to E-Supplier on the effective date of termination become immediately due and payable, without prior notice of default. Furthermore, in such case E-Supplier may offset the amounts it owes the purchaser against the amounts the purchaser owes E-Supplier.

Termination according to this article shall come into effect after a written notification (by registered mail or e-mail). In the event E-Supplier dissolves the agreement it is entitled to a compensation amounting to 15% of the price and this without prejudice to its right to claim higher compensation.

Neither party has the right to dissolve the agreement anticipatively in accordance with Article 5.90(2) of the Civil Code. Furthermore, the purchaser is not entitled to replacement or dissolution by notice in the event of a breach of agreement by E-Supplier. If the conditions of a request for dissolution of the agreement at E-Supplier’s expense or for a replacement of E-Supplier are present, this must invariably be done judicially.

1. Force majeure

Force majeure is understood to mean any act independent of the will of the parties that they could not have reasonably foreseen or avoided, and which make it impossible to fulfill their contractual obligations. E-Supplier is not liable for the direct or indirect consequences of a situation beyond its control or of a situation of force majeure. The following are, among others, assimilated to situations of force majeure: war, armed conflict, fire, riots, labour disputes, industrial conflicts (including strike and lockout), sabotage, civil commotion, accidents, any intervention by the authorities, prohibition or regulation, delay in transport facilities, scarcity or disappearance of, or impossibility to obtain labour, materials, or equipment used in the manufacture of the goods. E-Supplier will inform the purchaser of any force majeure event and its expected impact on the execution of the agreement, including whether it implies an immediate suspension of the obligations of E-Supplier without any right to compensation.

The application of Article 5.74 of the Civil Code is expressly excluded for both parties.

1. Repair services

The purchaser must contact E-Supplier to request a repair service and obtain authorization before sending the vehicle, goods or battery for repair. All repair services will be carried out by qualified technicians employed by E-Supplier. E-Supplier will make reasonable efforts to repair the vehicle, goods or battery in a timely manner, but does not guarantee a specific timeframe for completion. The purchaser is responsible for the cost of all repairs, including parts, transport and labor, unless otherwise agreed in writing by E-Supplier. E-Supplier will provide an estimate of the cost of repair before commencing any work. However, additional charges may apply if unforeseen issues are discovered during the repair process. E-Supplier reserves the right to refuse repair services if, in its sole discretion, it determines that the vehicle, goods or battery is not repairable or if the cost of repair would exceed the value of the vehicle, goods or battery.

E-Supplier is not liable for any damage to the vehicle, goods or battery that occurs during the repair process, unless it is caused by the negligence or willful misconduct of E-Supplier or its employees.

The purchaser acknowledges that (lithium) batteries and other goods or vehicles can pose risks, including fire and explosion hazards, especially if damaged. The purchaser agrees to properly package and transport any vehicle, goods or battery for repair and to inform E-Supplier of any known damage. In other words, the purchaser agrees to take all necessary precautions to ensure safe transport, including compliance with applicable regulations and guidelines for the handling and transportation of, amongst others, lithium batteries. The purchaser is responsible for shipping or delivering the vehicle, goods or battery to E-Supplier’s designated repair facility at their own expense and E-Supplier will return them repaired at the purchaser’s expense, unless otherwise expressly agreed in writing.

1. Infringement of patent, trademark, or copyright

E-Supplier guarantees that the goods are, on the date of delivery, free from claims based on infringements of any patent, trademark or copyright, unless the goods are manufactured according to the instructions given by the purchaser (incl. patterns, diagrams, drawings, or other specifications). In the latter case, the purchaser will indemnify E-Supplier and hold it harmless for all losses, damages, and costs resulting from any claim made against E-Supplier on account of violation of any intellectual property right related to the production, sale or use of the goods in question. If E-Supplier is notified in writing of such a claim, the purchaser will intervene in the dispute at E-Supplier’s first request and will assume the defense at his own expense and look after the interests of E-Supplier.

1. Confidentiality

All data provided to the purchaser, including technical specifications, drawings, diagrams, notes, instructions, are considered to be part of the agreement between the parties and to be incorporated therein as if such data were included in their entirety and to constitute confidential information. E-Supplier retains all rights connected with this at all times, including intellectual property rights, and the purchaser undertakes not to make these known to third parties without prior written permission from E-Supplier. The purchaser will return any confidential information to E-Supplier immediately upon the first request of E-Supplier.

1. Data protection and privacy

E-Supplier respects the privacy of its customers and website visitors and refers to its privacy policy showing its commitment to GDPR compliance, where applicable, available on our website. Any personal data collected will be used, stored, and protected in accordance with applicable data protection laws and regulations and E-Supplier’s privacy policy. By providing personal data to E-Supplier, purchasers consent to the use of their data for purposes such as order processing, customer service, and marketing communications.

1. Severability

If any provision (or part thereof) of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision (or part thereof) shall be replaced by a valid and enforceable provision that most closely matches the intent of the original provision.

1. Applicable law and competent courts

These GTC are subject to and shall be interpreted in accordance with Belgian law. The applicability of the Vienna Sales Convention and the Convention of 14 June 1974 on the Limitation Period for the International Sale of Goods are expressly excluded. Any dispute between E-Supplier and the purchaser will be brought exclusively before the courts of Ghent, division Bruges (Belgium).​