Terms and Conditions

Dalton Medical BV, registered with the Chamber of Commerce in Breda, West Brabant under number 20.113.282
Version January 20, 2016

GENERAL SECTION
This part of the general terms and conditions of Dalton Medical BV (hereinafter also 'DM') applies to both the delivery of goods (including software) and the provision of services.

1. 1. General, applicability
      These terms and conditions apply to all DM offers and agreements involving the supply of goods and/or services. Application of the Customer's (purchasing) conditions is expressly rejected. Deviation from these conditions is only possible if agreed in writing. If any provision in these terms and conditions is void or is declared void, the other provisions will remain in force and the parties will enter into consultation with the aim of agreeing on a replacement provision.
   2. Offers & prices
      Offers, quotations and prices are without obligation and can be withdrawn and/or changed by DM at any time, unless DM indicates otherwise in writing. All prices are net, in euros and exclusive of VAT, unless otherwise stated by DM. Invoicing takes place at the prices applicable on the date of delivery.
      If there is a periodic payment obligation, DM is entitled to adjust applicable prices in accordance with the CBS consumer price index. The Customer guarantees the accuracy and completeness of the information provided to DM on which an offer is based.
   3. Conclusion of agreement, delivery of goods
      An agreement between DM and the Customer is only concluded when DM issues an order confirmation/agreement to the Customer, which order confirmation/agreement must be signed by the Customer and returned to DM within the period indicated by DM, unless DM agrees in writing. with a different method of concluding the agreement. Delivery of goods takes place in the Benelux from DM warehouse in Oosterhout (NB). Orders with a net invoice value below EUR 250 will be charged a handling surcharge of EUR 10. DM is entitled to make partial deliveries. Unless otherwise agreed, the sales obligation does not include assembly, configuration and/or installation, nor any peripheral equipment and infrastructure required for use, nor the provision of user instructions and/or training (whether or not on location).
   4. Terms
      All periods specified by DM can never be regarded as deadlines, unless this has been expressly stated in writing by DM. DM makes every effort to comply with the stated deadlines as much as possible. Exceeding a delivery period specified by DM does not entitle the Customer to compensation, nor the right to judicial or extrajudicial dissolution of the agreement, nor any right to suspend the payment and purchase obligation. DM is not obliged to an initial term if a change in the execution of the agreement has been agreed or the Customer does not (fully) comply with the obligations under the agreement.
   5. Retention of title, transfer of risk
      Upon actual delivery, the risk for the goods provided, rights provided, certificates provided and data provided (including passwords and software) passes to the Customer.
      The legal delivery of goods (if transfer of ownership has been agreed) always takes place under the suspensive condition of full payment of the purchase price and any interest and costs owed. Ownership of the delivered goods will therefore only be transferred to the Customer after full payment for the purchased goods, possibly plus interest and costs, has been made.
      Unless otherwise agreed, when software is provided, there is never a transfer of ownership of the rights to this software, but only the granting of a right of use.
   6. Selection and preconditions
      Customer bears the risk of selection of the goods and/or services to be supplied by DM. The Customer's organization, workspace and facilities will meet the legal requirements and other preconditions for the purchase and use of the relevant goods and services. Customer provides an environment that meets the requirements specified by DM (including temperature, power supply & humidity). The Customer is responsible for the management and security, including control of settings, of the delivered goods and/or services, and the instruction and use by users of the delivered products.
   7. Payment terms
      Payment must be made within fifteen (15) net days after the invoice date, unless expressly agreed otherwise in writing. Amounts due are paid according to the agreed currency and other payment conditions stated on the invoice. Compensation, settlement or debt settlement on the part of the Customer is never permitted. Customer is not entitled to suspend any payment. If the Customer has not paid the invoice within the specified period, the Customer is in default due to the mere expiration of this period, without further notice of default being required. The payment term stated on the invoice is always a strict deadline. After the payment term has expired, the Customer owes interest on the outstanding invoice amount including VAT, equal to the applicable statutory commercial interest rate, increased by 2% on an annual basis. All costs related to the collection, both judicial and extrajudicial costs, as well as costs relating to any conservatory measures, will be borne by the Customer.
   8. Intellectual Property, right of use
      All intellectual property rights to the goods developed and/or made available to the Customer under the agreement (including software and data) belong to DM, its licensors or its suppliers. Intellectual property notices may not be removed or changed and intellectual property protection measures may not be circumvented. If the agreement provides for the provision of a right of use (for example on software), it concerns a non-exclusive and indivisible right of use only for the intended use within the Customer's organization, which (to the extent permitted by law) does not give any right to source code, duplication, distribution, reverse engineering, updates, new releases or modification.
   9. Complaints and compliance
      Customer is obliged to inspect the delivered goods. Complaints about delivered goods must be notified to DM in writing no later than 8 days after receipt, failing which this right will lapse for the Customer. Incomplete delivery does not give the Customer the right to refuse the entire delivery. A complaint from the Customer never suspends the Customer's payment and purchase obligation.
   10. Duration, termination, cancellation, rescission
       If and insofar as the concluded agreement is a continuing performance agreement, the agreement has been entered into for the duration agreed between the parties, failing which the duration of one year applies. The agreement ends by operation of law after the agreed term has expired, unless the agreement is extended in writing by the parties. Each of the parties has the right to terminate the agreement due to an attributable shortcoming with regard to an essential performance if the shortcoming continues after the other party has been given written and detailed notice of default and the other party continues to fail to perform after the expiry of a set reasonable period. A concluded continuing performance agreement can also be dissolved by one of the parties if a suspension of payments has been granted to the other party, bankruptcy has been filed for the other party, or the other party is being liquidated. Performances already received at the time of dissolution and related payment obligations are not subject to cancellation. An agreement entered into for a specific period cannot be terminated prematurely.
   11. Limitation of liability
       Liability for goods sold and delivered by DM due to an attributable shortcoming is -regardless of the legal basis put forward- at all times by DM limited to compensation for direct damage and up to a maximum of the value of the relevant delivered goods. Furthermore, DM only accepts liability for the goods supplied by DM to the extent that the relevant supplier of DM is liable towards the latter for the product in question. Liability for an attributable shortcoming in the services provided by DM is at all times limited by DM to compensation for direct damage up to a maximum of the amount invoiced by DM for the relevant service in the period in which the event causing the damage occurs. Any liability for indirect damage (explicitly including consequential damage, lost turnover, lost savings, claims from Customer's customers, loss of data and lost business profit) is not accepted by DM. DM's liability is always limited to the maximum amount that will be paid out by DM's liability insurance in the appropriate case. The aforementioned exclusions and limitations will lapse if and insofar as the damage is a result of intent or deliberate recklessness on the part of DM.
   12. Disclaimer
       The Customer indemnifies DM against all claims from third parties due to product liability as a result of a defect in a product, service or system supplied by the Customer to a third party which (also) consisted of goods supplied by DM, unless the Customer proves that the damage was caused by the goods supplied by DM. The Customer indemnifies DM against claims from third parties, including DM employees, who suffer damage in connection with the execution of the agreement as a result of actions or omissions of the Customer or of unsafe situations in the Customer's organization. The Customer indemnifies DM against claims from third parties due to violations by the Customer in the context of regulations in the field of personal data protection.
   13. Changes and additional work
       If DM has carried out work at the request or with the prior consent of the Customer that falls outside the content or scope of the agreed work, this work will be reimbursed according to DM's usual rates. DM is not obliged to comply with such an additional work request.
   14. Warranty
       DM does not guarantee that the goods (including software and/or usage instructions) are suitable for the actual and/or intended use by the Customer upon delivery.
       DM cannot guarantee that software, given its nature, will function completely error-free and without defects.
       The warranty does not apply to consumables and disposables.
       DM guarantees its products and repairs as stated in the order confirmation / (purchase) agreement / warranty certificate signed by the Customer.
       To the extent that and if DM provides a warranty certificate to the Customer, the conditions of which deviate from what is determined in this article, the conditions stated on the warranty certificate will prevail.
       The warranty expires in any case in the following situations:
       • Defects resulting from negligent use or adjustment, installation or repair of the equipment by parties other than DM or repair companies other than authorized by DM.
       • Abuse or misuse by Customer.
       • When using non-original materials and disposables (not provided by DM, the manufacturer or an approved party).
       • When goods are used by untrained personnel and/or untrained third parties.

       Any claim by the Customer on a warranty that goes beyond what is stated in an issued warranty is excluded.

   15. Force Majeure
       In the event of force majeure, DM has the right to suspend the execution of the agreement or to dissolve the agreement in whole or in part (out of court) without the Customer being able to assert any right to compensation against DM. Force majeure within the meaning of this article includes, but is not limited to: strike, riot, war, natural disasters and mandatory regulations imposed by the government that prevent DM from fulfilling the agreement.
   16. Security
       DM is at all times entitled to require the Customer to provide sufficient security for the fulfillment of its payment obligation. Customer will provide a bank guarantee at DM's first request.
   17. Samples and equipment made available (including but not limited to: demonstration and replacement equipment
       If DM makes samples and/or equipment available to (potential) Customer, these remain the property of DM. (Potential) Customer is not entitled to use the samples and/or equipment provided to (potential) Customer for a purpose other than that for which they were apparently provided. The (potential) Customer is never permitted to sell samples and/or equipment made available by DM to third parties or otherwise make them available to third parties for payment. DM has insured its equipment against loss and theft for up to 10 days after delivery to (potential) Customer. (Potential) Customer will ensure that the building or the areas in which DM's goods are stored are properly locked. In the event of a claim under DM's insurance, the Customer will cooperate, among other things, by providing information to the insurer if this is required by the insurer. (Potential) Customer undertakes to return the equipment made available to it, - regardless of whether it concerns a sample for demonstration, temporary replacement equipment during repair of the previous one or any other form of equipment made available - immediately after the expiry of 10 days after being made available by Dalton Medical, to be properly insured and kept insured against loss, theft and material damage. (Potential) Customer will make the insurance policy available for inspection at DM's first request.
   18. Transfer rights, engage third parties
       The Customer is prohibited and is not authorized to transfer, sell or pledge the rights and obligations under the agreement to a third party. DM is entitled to sell, transfer or pledge claims for payment to a third party. DM is entitled to engage third parties to execute the agreement.
   19. Change of conditions
       DM is entitled to change the General Terms and Conditions, unless the parties have agreed otherwise in writing. Changes will be announced at least ten calendar days before they come into effect by means of a notification to the Customer.
   20. Governing Law/Choice of Forum
       All agreements with DM are exclusively governed by Dutch law. Applicability of the Vienna Sales Convention is excluded. All disputes will be submitted for adjudication to the competent judge of the Zeeland-West Brabant District Court, Breda location.                                                                                                                                                                       ADDITIONAL SERVICES PROVISIONS
       If services (such as maintenance, repair or training) have been agreed upon in an agreement with DM, the following provisions also apply.
   21. Scope
       DM will make every effort to provide services with care. DM carries out the services in mutual consultation with the Customer, but at its own discretion and, if necessary, after instructions from the supplier. Unless otherwise agreed, DM is not obliged to follow instructions from the Customer. DM will provide services with regard to the goods (and/or software) mentioned in the agreement, provided they are established in the Benelux. The Customer acknowledges that maintenance may require goods (and/or software) to be temporarily taken out of use.
   22. Replacement
       DM may, at its own discretion and on its own initiative, provide a replacement device during maintenance and repair services, but the Customer is not entitled to this. The risk of loss, theft and/or damage to a Customer device that DM has in its possession during maintenance is borne by the Customer.
   23. Collaboration
       Customer will use the delivered goods expertly. After a malfunction of equipment/software occurs, the Customer will notify DM immediately and in detail. Customer will provide the required cooperation with the services and, if necessary, provide DM staff with access to the equipment/software. If, in the opinion of DM, it is necessary for maintenance to test other peripheral equipment and/or infrastructure and/or software, the Customer will make the relevant equipment, infrastructure or software available.
   24. Reporting maintenance and repairs
       Customer will observe the designated registration procedures, telephone numbers, e-mail addresses and contact persons for reporting maintenance and repairs. DM may require that one or more permanent contact persons be appointed by the Customer for reporting maintenance and repairs.
   25. Software
       To the extent that and if the agreement provides for the installation or updating of software, the Customer acknowledges that an obligation on the part of DM can only relate to the installation or updating of software offered to DM by a supplier. The Customer acknowledges that DM cannot independently make adjustments to software, nor can DM guarantee that functionality of software will be retained during an update.
   26. Service levels
       The content and scope of the services to be provided and any service levels, response times, intervals and recovery times must be expressly recorded in the agreement. In the absence of a specification in the agreement, the service only applies to work at the address where the equipment was initially installed, only to equipment supplied by DM and specified in the agreement and only to:
       • handling faults,
       • carrying out repairs,
       • replacement of worn or damaged parts,
       • performing regular periodic maintenance

       All this against the compensation as determined in the agreement or the following and after a request has been submitted by the Customer to DM.

   27. Service windows
       Unless otherwise agreed, services are only performed from Monday to Friday between 08.30:17.00 AM and XNUMX:XNUMX PM, with the exception of Dutch national holidays.
   28. Support
       Telephone support regarding the use and functioning of equipment is only provided in Dutch, only during the agreed service window and only if the agreement expressly provides for this.
   29. compensation
       Unless otherwise agreed in writing, the maintenance price includes:
       • one regular maintenance service per said device per year, including travel costs and working hours for this maintenance service, including the materials specifically required for the regular maintenance (in accordance with the supplier's specifications).
       • Unless otherwise agreed, the following are excluded from the maintenance price:
       • Costs for (replacing) consumables, such as batteries;
       • Costs for parts not specifically required for regular maintenance;
       • Maintenance services regarding the repair of malfunctions or other adjustments caused in whole or in part by attempts to repair or change/move equipment by parties other than DM;
       • Activities for the overhaul of equipment;
       • Relocation, relocation, reinstallation;
       • Costs for repairs or replacement of parts due to use contrary to the issued safety regulations, maintenance instructions and/or operating instructions.

       The maintenance fee is due regardless of whether the Customer is using the equipment.

   30. Exclusions
       Work to investigate, repair or repair malfunctions resulting from or related to: user errors, improper use of the equipment or external causes such as defects in network connections, electricity, or links to software or equipment that are not covered by the maintenance agreement are not part of Dalton Medical's maintenance obligations.
       The maintenance obligations do not include:
       • investigation or repair of malfunctions as a result of changes to equipment by third parties, or maintenance performed by third parties;
       • investigation or repair due to use contrary to the applicable conditions or the Customer's failure to have the equipment maintained in a timely manner.

       If maintenance has been/is being carried out that is not covered by the maintenance obligation, DM is entitled to charge the costs for this at the usual rates.

   31. Warranty on repairs and partsRepair of devices or replacement of parts under an agreement and within a certain warranty period does not revive or extend the originally issued warranty.
       A warranty is only provided on new parts, equipment or software supplied to replace damaged, outdated or worn parts if it concerns an installation or replacement outside the originally issued warranty, in which case the warranty does not extend further (in duration and scope) than the warranty that was provided to DM on the item in question by the supplier.
       A warranty period of 14 days applies to repairs.
   32. Training
       If the agreement provides for training, then the responsibility for the choice and suitability of participants lies with the Customer. DM is entitled to cancel, modify or combine a training, or to cancel the location of the training. The consequences of cancellation of participation in a training by the Customer are governed by the usual rules at DM. Cancellations or non-appearance do not affect payment obligations. DM determines the content of a training. The information or documentation made available during a training is the property of DM. The Customer acknowledges that the result of training depends on various factors and circumstances, as a result of which no specific result can be guaranteed for training nor can it be guaranteed that a training always provides for the manner and extent of use of goods as determined by the Customer is intended.