GENERAL TERMS AND CONDITIONS OF SALE

1.0 APPLICATION OF THE TERMS AND CONDITIONS

1.1. By placing an order with the supplier, the buyer agrees to all the terms and conditions of sale described below. Under these terms and conditions, supplier means DE CEUNYNCK MEDICAL N.V., Kontichsesteenweg 36, 2630 Aartselaar, Belgium.

1.2. Except where otherwise expressly agreed in writing between the parties, the provisions contained within these terms and conditions are applicable to all agreements and contracts entered into between the buyer and the supplier, notwithstanding any contrary provisions which may occur based on order forms or other documents issued by the buyer.

2.0. ORDERS

2.1. All sales or other contracts entered into by representatives of the supplier are binding on the buyer.

2.2. Any withdrawal by the buyer is subject to the supplier's written and prior agreement, which may require full or partial implementation of the contract.

2.3. The supplier accepts no liability for telephone, fax or email orders from the buyer unless the buyer can prove an order is incorrect due to a fault made by the supplier.

2.4. The supplier reserves the right to demand that both the payment and other liabilities will be met by the buyer before, at the time of, or after entering into (further) contracts.

2.5. Any cancellation of the orders by the buyer will result in compensation that parties hereby jointly agree to be 40% of the ordered value in the event of loss of business due to business disorder, loss of stock and/or lost profits suffered by the supplier.

3.0. PRICES

3.1. Prices are net, ex-warehouse of the supplier, and excluding VAT.

3.2. Prices are valid for orders that can be delivered within the month after the order date.

4.0. DELIVERIES

4.1. The goods are transported at the expense and risk of the destination buyer, even in the event of free delivery by the supplier.

4.2. Delivery dates are approximate and informative.

4.3. The shipping costs are charged to the buyer by the supplier for every shipment. The cost price of shipping is cyclically linked and adjusted regularly.

4.4. Any delay in delivery shall not give rise to any right to compensation or cancellation of the order by the buyer.

4.5. The supplier reserves the right to charge the goods or services according to their implementation, even in the case of partial deliveries.

4.6. The supplier reserves the right to exclude the buyer from delivery if he fails to comply with these terms and conditions.

4.7. Impounded products cannot be cancelled. If the buyer cancels an order, he is liable to pay all costs associated with that order and any compensation for loss of profit, as described in Art. 2.5.

4.8. Goods sent on consignment or so-called “on-sight” deliveries are excluded.

4.9. Ordered goods will not be taken back or exchanged. Should a return of the merchandise be negotiated by exception however, the supplier shall receive the merchandise in perfect condition, and the gross amount shall be reduced by 10% to take into account any associated expenses for inspection, repackaging and administration.

4.10 In the event of force majeure, the supplier is entitled to terminate the contract/sale without judicial intervention and without incurring any damages. Force majeure is understood to mean all circumstances which the supplier reasonably did not need to consider at the time of sale and that were neither known or could have been known.

5.0. COMPLAINTS

5.1. Complaints will not be accepted by the supplier 8 days after the date.

5.2. The supplier must submit any complaints (containing the shipping note number and a description of the goods) by registered letter within eight days after the date on the delivery note.

5.3. Complaints about any delivery give no right to non-payment or termination of payment of any account.

6.0. PAYMENTS

6.1. All invoices are payable 30 days after invoice date, unless otherwise stated on the invoice.

6.2. Notwithstanding the provisions stated in Art. 6.1, the terms and conditions of payment for capital and investment goods are “net cash on delivery”.

6.3. Any invoice not paid on or before the due date will be automatically increased by an interest rate of 1% per month without prior notice being required.

6.4. In addition, non-payment of the invoice on this due date shall automatically and without prior notice of default result in a lump sum and non-refundable compensation equal to 15% of the invoice amount with a minimum of €124 being due and payable without any prejudice to the supplier's right to all other rights and claims, indemnities and/or interests in accordance with the provisions of the Civil Code and the Law of 2 August 2002 on combating late payment in commercial transactions.

6.5. In the event of non-payment, the supplier has the right to cancel all signed contracts and orders.

6.6. The goods delivered to the buyer remain fully owned by the supplier if the buyer has not paid the invoiced amounts fully. For as much as necessary and in the light of the Economic Law Code, Book XX, Insolvency of Companies, Title VI. Unless otherwise stipulated, bankruptcy expressly governs the reservation of title in these terms and conditions of sale, confirmed in its comprehensive legal application. Payments made by exchange or cheque shall not be considered as a novation. Nevertheless, the risk is passed to the buyer upon delivery of the goods. In addition, the seller is entitled to recover the unpaid goods from whatever location they are and at the buyer's expense and risk.

6.7. If the supplier allows invoices to be paid on agreed maturity days, it should be emphasised that, except for exceptions accepted by the supplier, and deviating from Art. 1583 of the Belgian Civil Code, the transfer of ownership only takes place after the sale price, increased by any costs that may be charged, has been fully paid and no other overdue accounts exist.

6.8. The supplier's representatives are not authorised to collect invoices from suppliers, to issue valid receipts, or to sign or enter into legal commitments. Exceptions to these terms and conditions are only possible with the supplier's written approval.

6.9. All costs incurred due to late payments are to be borne by the buyer and included in the increase of all rules listed above.

7.0. MISCELLANEOUS

7.1. The supplier shall make best effort to deliver exchange items if possible without being required to ensure continuity.

7.2. The supplier guarantees his goods against manufacturing defects that are proven by the buyer within 3 months after purchase.

7.3 The supplier reserves the right to consider the contract to be terminated in the event of bankruptcy, manifest inability, in any change of the legal status of the buyer or in the event of non-compliance with the contractual obligations by the buyer.

8.0. DISPUTES

8.1 The contracts and any disputes arising therefrom are governed by Belgian law. All disputes arising from the contracts and/or these terms and conditions will be subject to the jurisdiction of the courts of Antwerp and, in the event of appeal, to the justice of the peace court of the 7th district of Antwerp, including in the event of addition as a third party and/or multiple defendants.