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Terms of supply, Veba Meditemp B.V. CoC reg. no.: 16061239

Issued by Veba Meditemp BV, with its registered office in Uden [The Netherlands]

These Terms of supply are inextricably linked to the privacy statement of Veba Meditemp B.V.

A. Sale and supply contracts.

1. General:

1.1. The terms used in these Terms are defined as set out below:
– Veba: VEBA MEDITEMP B.V. and its representative or representatives, authorised representative or representatives and legal successor or successors.
– Terms: these terms of supply with CoC reg. no.: 16061239.
– Other Party: any legal or natural person that wishes to enter into a contract with Veba or has already done so.

All offers made by Veba contracts entered into and the implementation of both will be governed by these Terms. Any deviations from these Terms will be agreed on explicitly in writing.

1.3. The applicability of the Terms applied by the Other Party is explicitly excluded.

1.4 The Other Party will be deemed to have agreed to the
exclusive applicability of these Terms when it concludes a contract with Veba.

1.5 Except if writtenly agreed otherwise, the Other Party that has agreed to the exclusive applicability of these Terms is also deemed to have agreed with the applicability of these Terms for any subsequent orders. In that case it is not necessary to hand over these Terms to make them applicable to any subsequent orders.

2. Offers:

2.1. Each offer issued will be valid for the period of time
stated in the offer, in the absence of which the offer will be valid for 30 days from the date on which the offer has been made.

2.2. All price lists, brochures and other information issued with an offer will be specified as precisely as possible.
The aforementioned will only be binding on Veba if they have been confirmed explicitly in writing by an authorised person.
Veba will not be required to provide detailed information, except where agreed otherwise in writing.

2.3. All brochures and price lists sent with an offer, all (technical) information provided in the form of drawings, designs, models and samples etcetera, as well as all other written documents, will explicitly remain the intellectual property of Veba. Without the prior written permission of Veba, the Other Party will explicitly not be permitted to copy information of this nature and/or to disclose it to third parties in any manner whatsoever and/or to allow it to be used by and/or to sell it on to third parties. The Other Party will be required to limit use of the aforementioned information to its own use in the context of the order in question. All information will be returned to Veba immediately when requested by Veba and if the Other Party does not conclude or cancels a contract within the offer period.

2.4. If no contract is concluded, Veba will be entitled to charge the Other Party for costs that Veba incurs when preparing the offer.

2.5. If offers are sent without stipulating a period for acceptance and/or without providing further documentation, this will not oblige he parties to fulfil and/or accept the order in question. Where this situation is the case, Veba will be entitled to refuse orders without specifying its reasons for doing so, or to fulfil them on a cash on delivery basis.

2.6. The prices offered will only apply for the quantities stipulated in an offer.

3. Contract:

3.1. Where a binding offer period applies, the contract will be concluded at the time at which the offer is accepted
by the Other Party. The order confirmation, or binding offer, will be deemed to be a correct and full representation of the contract.

3.2. Any additions and/or amendments made to these Terms at a later date and also (verbal) undertakings made by Veba and/or its employees, representative or representatives, agents or other intermediaries will only be binding if confirmed by an authorised person on behalf of Veba in writing. Furthermore, any additions and/or amendments made to these Terms are non-recurring and the Other Party cannot derive any rights from this for any future contracts.

3.3. In the case of activities for which no quotation or order confirmation is issued, given their nature and extent, the corresponding invoice will also be deemed to constitute an order confirmation and a correct and full representation of the contract.

3.4. When, or after, entering into the contract, Veba will be entitled, before performing the contract (further), to require security from the Other Party in relation to its fulfilment of its payment obligations and other obligations.

3.5. Veba will have the right to engage others to ensure the correct performance of the contract, the costs of which will be passed on to the Other Party in accordance with the quotations provided. If possible, Veba will discuss the aforementioned with the Other Party.

4. Prices:

4.1. All quotations issued will be without obligation.

4.2. Unless otherwise agreed, delivery shall be ‘ex works’. This means prices will be:
– based on the purchase prices, pay, labour costs, social insurance contributions, government levies and other costs applicable on the quotation or order date;
– based on supply to the business of the Other Party or to another destination specified by the Other Party;
– exclusive of Dutch VAT, import duties, other taxes, freight, insurance premiums and charges;
– exclusive of the costs of fitting and commissioning, in which case these will be specified separately;
– exclusive of the cost of packaging, loading and unloading, transport and insurance;
– stated in Dutch currency, subject to exchange rate fluctuations, which will be passed on if the official exchange rate at the time of supply deviates from the exchange rate on the offer date (which is fixed at 100) by more than 2%.

4.3. Should one or more of the cost factors increase, Veba will be entitled to increase the order price accordingly, with due observance of any existing statutory provisions in this regard, on the understanding that future price increases already known are to be stated in the order confirmation.

5. Delivery and delivery period:

5.1. Except if writtenly agreed otherwise,Veba delivers title when it places the goods at the disposal of the Other Party, at the seller’s premises or another named place not cleared for export and not loaded on any collecting vehicle (ex works). The risk of the goods will then pass to the Other Party.

5.2. The Other Party will be required to inspect, or instruct the inspection, of the goods, or their packaging, for possible shortcomings (shortages) or damage within 24 hours of delivery.

5.3. The Other Party will be required to notify Veba directly in writing of the shortages and/or damage present at the time of delivery within 24 hours of delivery. Should it fail to do this, Veba will be entitled not to accept complaints in this respect, and the delivered goods are deemed to conform to the contract.

5.4. Veba will be entitled to deliver in consignments (partial deliveries), which may be invoiced separately. In this situation, the Other Party will be required to pay in accordance with the provisions of Article 15 of these Terms.

5.5. The delivery period specified will always be approximate and does not count as a deadline, except where explicitly agreed otherwise in writing.

5.6. Veba will be required to observe the delivery period as much as possible, but will never be liable if it is exceeded. If delivery is effected after the delivery period has passed, Veba will not be obliged to make a (compensation) payment of any nature. Failure to deliver within the delivery period will not give the Other Party the right to cancel the contract or refuse to take up the goods in question, unless the requirements of clause 16 are met.The parties will enter into consultation with each other in the event of excessive non-compliance with the delivery period.

5.7 . If goods cannot be delivered to the Other Party, Veba will be entitled to invoice the goods in question, after which the goods will be stored entirely at the expense and risk of the Other Party.

6. Transport and risk:

6.1. If the Other Party does not provide Veba with any further instructions about the method of transport and the method packaging, this will be be determined by Veba with all due care and diligence and in line with sound commercial practice. Veba can not be held liable for their choice of method by the Other party. Any specific wishes on the part of the Other Party as regards packaging and/or transport, also including relocation within the company or its site, will only be observed if the Other Party pays the costs involved when doing so.

6.2. In principle, goods will be transported at the risk of Veba. The liability of Veba will, at all times, be limited to the cover/payment provided by the transport insurers in question. Veba will be entitled to charge an insurance surcharge.

6.3. If the goods delivered do not exceed a certain invoice value to be specified by Veba, Veba will be entitled to charge administration, package and shipping costs.

7. Packaging:

7.1. Veba will only accept the return of durable packaging at cost price if the said packaging is in a good and usable condition. Packaging of this nature will be specified separately in the delivery documents/invoice, on a cost price basis.

7.2. If the condition of the durable packaging returned has clearly deteriorated since being received by the Other Party, Veba will be entitled to impose a charge on the Other Party in this respect. The Other Party will not have the right to unilaterally deduct the value of packaging from the amount due to Veba.

8. Force majeure:

8.1. The following will be understood by the term ‘force majeure’ in this document:
Any circumstances beyond the control of, or unforeseen by, the parties, further to which the Other Party can no longer reasonably require performance of the contract from Veba.

The term ‘force majeure’ will be understood to include the following at the very least:
work strikes, excessive employee (sickness) absence, transport difficulties, the inadequate supply of raw materials/parts, fire, government measures, including import and export bans, quota restrictions, operational breakdowns experienced by a supplier or suppliers of Veba, and also an imputable failure on the part of a supplier or suppliers of Veba to meet its or their obligations, because of which Veba is not able to fulfil the obligations it has towards the Other Party (any more).

8.2. If Veba is of the opinion that a force majeure situation will be of a temporary nature, it will have the right to suspend performance of the contract until the circumstances responsible for force majeure are no longer the case.

8.3. If Veba is of the opinion that a force majeure situation will be of a permanent nature, the parties may come to an arrangement about the termination of the contract and the consequences ensuing from its termination.

8.4. Veba will be entitled to demand payment of the performances carried out when performing the contract in question before the circumstances resulting in a force majeure situation became apparent.

9. Warranty and service:

9.1. With due observance of the provisions set out elsewhere in these Terms, Veba will warrant the reliability of the materials used, the characteristics promised and the associated correct functioning. Except where agreed otherwise, this warranty will apply for twelve months after the date on which new products are delivered (including any ‘approval period’). Where Veba has bought goods elsewhere, a warranty will only be provided if and insofar as provided by the original manufacturer or manufacturers of Veba.

9.2. Any defects observed in the goods delivered that do fall under the warranty will either be rectified or the goods replaced by new ones, this at the sole discretion of Veba, if Veba or the manufacturer of the specific goods is of the opinion that the defects are the result of construction faults, the materials used or workmanship, rendering them unusable for the purpose of which they have been created.

9.3. Goods that are eligible for warranty work will be sent to Veba carriage paid. If Veba carries out warranty work outside its own company, Veba will be entitled to charge the Other Party for the travel and accommodation expenses incurred and also for any (special) transport costs and cost of the test equipment to be used.
In principle, warranty work will take place within the company of Veba (in the service department), during normal working hours.
Warranty work may only be done outside normal working hours if a separate service contract has been concluded.
If no defects are evident in goods that are presented for (warranty) repair, the Other Party will bear all of the costs incurred, even during the warranty period.

9.4. All warranty claims will lapse if the Other Party makes changes to or repairs the goods delivered, instructs another party to do either of the aforementioned, or fails to use the goods delivered precisely in line with the (manufacturer’s) instructions provided, or are otherwise inexpertly used and/or for objectives other than for which they were originally intended.

9.5. Warranty provisions will not apply if materials are exposed to abrasive liquids, extreme weather conditions, environmental disasters and/or other external causes to be specified by Veba. If materials are covered by a warranty, the warranty will solely cover materials; the Other Party will bear all other costs, such as travel, service and fitting costs, costs per kilometre and accommodation expenses.

9.6. These warranty provisions will not apply to consumables. If the Other Party fails to perform one of its obligations, this will release Veba from its warranty obligations.
Compliance with the warranty obligation will be deemed to represent the payment of full and final compensation.

10. Right of retention:

10.1. Veba will have a right of retention on all goods that are in its possession, whether from or on behalf of the Other Party, regardless of the reason for this situation; this will apply until the Other Party fulfils the obligations it has towards Veba.

10.2. Veba will be obliged to administer the aforementioned goods in accordance with sound commercial practice, without the Other Party being able to exercise any right to a (compensation) payment if the said goods are destroyed, lost in part and/or damaged through no fault of Veba. Thus, all risk for the goods will remain with the Other Party.

11. Liability:

11.1. Except where mandatory statutory provisions on (product) liability are the case and also with due observance of the rules of law concerning public order and good faith, Veba will not be obliged to pay any form of compensation for damage or loss of whatever nature, whether direct or indirect, including direct trading loss, damage to movable or immovable property, or damage or injury to persons, whether sustained by the Other Party or third parties.
With due observance of the provisions set out elsewhere in this article, Veba will not be liable for damage caused by the following in any event:
– Improper use of the goods delivered, or their use for a purpose other than that for which it is suitable according to objective criteria;
– Careless handling by the Other Party, its employees, or other individuals engaged by it;
– The violation of patents, licences and other intellectual property rights of third parties as the result of the use of information provided by or on behalf of the Other Party, such as drawings, models, designs and suchlike.

11.2. If Veba assists with fitting and/or preparation for operation, without this being stated in the order, it will do so at the risk of the Other Party.

11.3. As regards the provision of advice, Veba will only be liable for shortcomings in advice that would normally be avoidable and/or foreseeable, but only up to an amount equal to the payment charged for the advice in question.

11.4. The liability of Veba will be also be assessed on the basis of any product or business interruption insurance policies that Vebahas. Notwithstanding the cover provided, liability will always be limited to the net invoice value of the goods delivered.

11.5. Compliance with the applicable warranty/complaint obligations and/or payment of the assessed damage by Veba or its insurer or insurers will be deemed to represent the payment of full and final compensation. For the rest, the Other Party will indemnify Veba, explicitly and in full.

11.6. If Veba is to buy the goods elsewhere, any (contract) provisions applicable to the transaction will also apply to the Other Party, if and insofar as invoked by Veba.

11.7. Supplier is not liable for consequential losses (also not in case of product liability).

12. Complaints:

12.1. Complaints pertaining to visible defects will only be accepted if Veba receives them directly, in writing, within 24 hours of delivery.
Complaints pertaining to hidden defects must be submitted within the warranty period
The nature and foundation of the complaints must be specified. Complaints pertaining to defects that are visible externally must be submitted immediately, on the date on which goods are tested/inspected.

12.2. Complaints relating to invoices must also be submitted in writing, within eight days of the date on which the invoices in question are sent.

12.3. Once the aforementioned period has expired, the Other Party will be deemed to have approved the goods delivered or the invoice issued respectively. Veba will no longer accept complaints in this situation.

12.4. If Veba considers complaints to be well-founded, it will only be required to replace or repair the faulty goods; the Other Party will not also be able to exercise any right to a payment of whatever nature.

12.5. The submission of a complaint will never release the Other Party from its payment obligations towards Veba.

12.6. It will only be possible for the Other Party to return the goods delivered, for whatever reason, with the prior explicit permission and shipping instructions of Veba.

13. Intellectual property rights:

13.1. The Other Party will receive knowledge about technical information, circuit diagrams and/or work schedules, operating instructions, drawings and all other essential documentation supplied for its own (internal) use and is not allowed to supply it to third parties or sell it in any manner whatsoever, or to anyone whatsoever. Also no intellectual property rights will be transferred to the Other Party, unless Veba and the Other Party specifically written agreed otherwise.

13.2. If the Other Party is held liable for the infringement of intellectual property rights (industrial property and copyright) in relation to the goods sold by Veba, the Other Party is obliged to inform Veba immediately and to send copies of the full correspondence about the infringement. Furthermore the Other Party is obliged to keep Veba informed about the situation. In case of an infringement of intellectual property rights the Other Party is obliged to act with respect of the interests of Veba.

13.3. In case of infringement of intellectual property rights, Veba may, at its own discretion, give the Other Party the right of use to the goods in question, supply replacement or modified goods that do not infringe intellectual property rights, or refund the purchase price to the Other Party once the original goods have been returned, after the deduction of a reasonable usage payment for the period of time that the Other Party used the goods in question

13.4. In no way may Veba be held liable for the infringement of intellectual property rights as the result of changes to goods bought and supplied by Veba, use of the goods in question in a manner other than that which Veba has stipulated, or the integration of the goods with goods that were not supplied by Veba.

14. Retention of title:

14.1. All goods supplied by Veba will remain its property until the time at which payment in full is made for all that which is due to Veba from the Other Party for whatever reason, also including future claims against the Other Party, including interest and costs (and, in the event of a current account, will be transferred once any balance for the account of the Other Party has been settled).

14.2. Without explicit written consent from Veba,the Other Party is not allowed to incorporate the goods from Veba in other goods.. 14.3. While not being used, the Other Party will be obliged to keep the goods delivered separate from other goods, in a clearly recognisable manner, for example by labelling the goods of Veba, until ownership of the said goods has been transferred.

14.3 . In the event of the non-payment of an outstanding amount, suspension of payment, an application for a moratorium, liquidation, a guardianship order, the death of the Other Party or the winding up of businesses owned by the Other Party, Veba will have the right to cancel the order, or the part of the order that has not been delivered yet, without any notice of default and without judicial intervention and to claim ownership of what has possibly been delivered under retention of title or only in part, offset against any amounts already paid, but without prejudice to all of the rights Veba has to require payment for any loss or damage. In the aforementioned situation, all claims that Veba has against the Other Party will become immediately due and payable.

14.4 . When first required to do so by Veba, in a situation mentioned in clause 14.4,, the Other Party will authorise Veba to immediately repossess goods (in Dutch: terughalen van de goederen) that have not been paid for (yet), wherever they might be. The Other Party will bear all costs of Veba regarding the repossession.

14.5. The Other Party may sell on or use the goods in the ordinary course of its business, but they may not be given as collateral or serve as security for the claim of a third party.
If goods that have not been paid for (yet) are sold on, the Other Party will be obliged to retain ownership thereof and to assign all claims to Veba up to the amount due, at Veba’s first demand.

15. Payment:

15.1. Except where agreed otherwise, a 50% net payment in cash will be effected when the order is supplied or delivered, without any discount or setoff, or by means of a deposit or transfer to a bank or giro account specified by Veba, and 50% within 14 days of the invoice date or, in the event of fitting/installation, as of the fitting/installation date. If fitting/installation is delayed through no fault of Veba, the latter date will be amended to reflect the number of days by which fitting/installation is delayed.The value date specified on the bank/giro statements of Veba will be decisive and, as such, will be deemed to be the date on which payment is effected.

15.2. In situations where the Other Party:
a. is put into liquidation, proceeds to
assign its assets, applies for a moratorium, or if all or some of its assets are seized;
b. dies or is put under guardianship;
c. fails to meet any obligations ensuing for it by law or by virtue of these Terms;
d. fails to pay an invoice amount, or part thereof, within the period of time specified;
e. proceeds to cease or transfers its business operations, or an important part thereof, including the contribution of its business operations to a new or existing company, or proceeds to change the objectives of its company, Veba will have the right, through the mere occurrence of one of the aforementioned circumstances, to either terminate the contract with immediate effect (in Dutch: met onmiddellijke ingang opzeggen), without any judicial intervention being required, or to demand full and immediate payment of any work already done and/or supplies already provided, without any warning or notice of default being required, without prejudice to the right that the Other Party has to the compensate Veba of all costs, loss and interest.

16. Cancellation obligation:

The Other Party will have the right to cancel the contract in situations where:
– Veba has exceeded the original delivery period and then also exceeds the new reasonable delivery period agreed without any justification for doing so and the Other Party has declared in writing that it would refuse to take up the goods in question if the delivery period were to be exceeded again and did so in writing before the start of the new delivery period;
– Veba is unable to fulfil its delivery obligation within a reasonable period of time of the date on which Veba notifies the Other Party of this situation.
Any losses sustained by the Other Party will never be compensated if the contract is cancelled.

17. Interest and costs:

17.1. If payment has not been effected within the period of time stated in the previous article, the Other Party will be in default by operation of law and Veba will be entitled to calculate interest of 2% per (part of a) month on the amount still outstanding, commencing 30 days after the invoice date. A subcharge of € 35.00 for administration costs will be passed on to the Other Party at this time too.

17.2. The Other Party will bear all judicial and extrajudicial costs to be incurred. Extrajudicial collection costs will be deemed to constitute a minimum of 15% of the amount due from the Other Party, including the aforementioned interest.

18. Applicable law and disputes:

18.1. All offers, contracts, including these Terms, and the performance thereof on the part of Veba will be governed by Dutch law, with the exclusion of The United Nations Convention on contracts for the International sale of goods (Verdrag der Verenigde Naties inzake internationale koopovereenkomsten betreffende roerende zaken, Wenen, 11-04-1980).

18.2. All disputes, including those only deemed to be such by one of the parties, ensuing from or relating to the contract to which these Terms apply, or the Terms themselves, and their interpretation or performance, both of a factual and legal nature, will be settled by the court with jurisdiction in the area in which Veba has its registered office, this to the extent permitted by law.

B. Special additional terms in relation to fitting and installation work

19. General:

19.1. These special Terms will apply in addition and complementary to the aforementioned provisions of Articles 1 up to and including 18, except where deviated from explicitly below.

19.2. In these special terms, the term ‘Supplier’ will be understood to mean a third party engaged in relation to the fitting/installation work, who carries out the said work in the name of Veba.

20. Delivery and handover:

20.1. The written order confirmation issued by Veba will be binding in relation to the installation work and the associated delivery and handover periods. Delivery and handover periods will commence on the date on which the:
a. contract is concluded;
b. Other Party provided Veba with all of the information required;
c. Other Party paid an advance payment instalment that had been stipulated;
d. Other Party submitted the drawings and designs etcetera approved by a competent person, after the latest of one of the aforementioned dates.

20.2. The provisions of clause 5 will apply in full if the delivery or handover periods are exceeded.
If force majeure on the part of Veba makes it impossible to deliver within the delivery period (clause 8), the Other Party will not be entitled to refuse to take up the installation or to cancel the contract. If the Other Party fails to promptly fulfil its obligations, Veba will be able to suspend delivery and handover.

20.3 The work will be deemed to have been delivered and completed:
a. if the Other Party approved the work after inspecting it;
b. once Veba has notified the Other Party that the work has been installed, fitted and/or is operational.
The Other Party is required to provide Veba with the test facilities required.
Failure to hand over the work will not be deemed to be the case in the event of the absence of a component that was to be supplied by a third-party Supplier;
c. If the Other Party has failed to inspect or test the work (or have it tested) within eight days of the day on which Veba notifies the Other Party in writing that the work has been completed/is operational;
d. once the Other Party has actually put the work into use. When putting just part of the work into use, the part in question will be deemed to have been completed.

20.4. Veba will rectify any minor, non-essential defects as soon as possible; defects of this nature will not provide the Other Party with a reason to withhold its approval.

20.5. Advice/information from Veba on the siting and/or use of the system will be provided to the best of its knowledge and ability without a certain result being guaranteed.

21. Scope of the work:

21.1. If applicable, the fitting/installation work to be carried out will comprise the activities described in the order confirmation and, if and insofar as agreed, the work will also include the supervision of and instruction on the use and operation of the system to be supplied to designated employees of the Other Party. The aforementioned will be arranged in joint consultation, without Veba guaranteeing a certain result from the provision of supervision/instruction.

22. Contract variations:

22.1. Veba will have the right to carry out and pass on the cost of additional work without the prior permission of the Other Party if the additional work in question does not exceed 10% of the original amount agreed.

22.2. Any changes to the order at the request of the Other Party, or that are the result of a change in circumstances that renders it impossible to maintain all or part of the original contract, will be carried out and charged to the Other Party as being a contract variation. All of the aforementioned within the bounds of reasonableness and fairness.

22.3. If contract variations deviate from the original amount by more than 10%, the parties will enter into consultation with each other on the action to be taken. If cancelled by the Other Party, Veba will be entitled to invoice the costs incurred or goods supplied up to that point in time.

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