GENERAL TERMS AND CONDITIONS DIAGNOTIX B.V.

Version 2-EN, 04-03-2020

1. Applicability.
These general delivery and payment conditions ("Conditions") apply to all offers made by DIAGNOTIX B.V. (“Supplier”) and to all agreements concluded or to be concluded by it for the delivery of products and / or services to its customers. Changes and / or deviations from these Terms and Conditions will only be effective if agreed in writing between the buyer and the Supplier.

2. Special agreements.
If specific written agreements have been made between the parties that (also) relate to the delivery of products and / or services by the Supplier, these Terms and Conditions will apply or will continue to apply insofar as they have not been deviated from in writing.

3. Formation.
An order from the buyer for the delivery of products and / or services by the Supplier only establishes an agreement with the Supplier if the Supplier has accepted that order in writing or commences the execution of the relevant order.

4. Prices.
Unless otherwise indicated by the Supplier, all prices stated by the Supplier are exclusive of VAT. Unless otherwise specified by the Supplier, quotations issued are without obligation. Published or stated prices may be changed by the Supplier at any time without prior notice.

5. Shipping costs.
For orders amounting to € 500 or more, no shipping costs will be charged. For orders amounting to less than € 500, applicable shipping costs will be determined with regard to the destination.

6. Delivery times.
Delivery times are only approximate and are not final, unless explicitly agreed otherwise in writing. If the Supplier is in default as a result of a delivery time being exceeded, the customer is only entitled to cancel the relevant order in writing as long as the default has not been cleared by the Supplier.

7. Force majeure.
The period within which the deliveries must have taken place is extended by the period during which the Supplier is prevented from fulfilling its obligations due to force majeure. Force majeure on the part of the Supplier exists, among other things, if the Supplier, after concluding the agreement, or after placing an order or granting the order, is temporarily or wholly prevented from fulfilling its obligations under this agreement or from the preparation thereof, as a result of war, warfare, damage, water damage, industrial strike, company occupation, import and export restrictions, government measures, defects to machinery, disruptions in the supply by third parties (including stock or raw material shortages), disruptions in the supply of energy, everything both in the Supplier's company and with third parties, from whom the Supplier must purchase all or part of its products, as well as during storage or during transport, whether or not under its own management, and furthermore due to all other causes beyond the fault or risk of the Supplier. If the force majeure lasts longer than two months, both parties are entitled to terminate the agreement that was affected by the force majeure.

8. Delivery.
Unless otherwise agreed in writing, products are transported and delivered at the risk and expense of the customer to the delivery address specified by the customer.

9. Payment.
The buyer is - unless otherwise indicated in writing - obliged to pay the Supplier's claim within 30 days after the invoice date without suspension and / or settlement. Every payment that is received is considered to be payment on the longest outstanding account / invoice. In the event of non-payment or late payment, the customer owes an interest of 1% per month, counting from the day on which payment should have taken place until the day of the total discharge and on the understanding that a month already started will count as a whole month.

10. Payment discount.
If payment discount is agreed upon, Supplier will state this on the invoice. Wrongly granted payment discounts will still be charged.

11. Payment guarantees.
The Supplier is at all times entitled to demand payment in advance or payment guarantee, to send the products cash on delivery, and to cancel or change credit facilities with immediate effect.

12. Debt collection.
In the event of non or late payment by the buyer, all extrajudicial and judicial costs incurred by the Supplier will be charged to the buyer. Extrajudicial costs are also understood to mean the costs of the first reminder. The Supplier is authorized to fix its extrajudicial costs at 15% of the claim, to be increased with VAT, and furthermore with a minimum of € 500, as long as the Supplier itself is in charge of the collection, and at 20% of the claim, increased with VAT, and furthermore with a minimum of € 1,000, if the claim is handed over to a bailiff and / or lawyer for collection. A claim is understood here to mean the total of the outstanding invoice amounts plus the interest due.

13. Assignments.
Unless otherwise agreed in writing, an order issued to the Supplier can only be canceled by the customer if the order in question has been entered into for an indefinite period of time or insofar as the Supplier has agreed to such termination. In the event of early termination by the buyer, the buyer owes the full remuneration agreed for the assignment in question. The Supplier is entitled at all times to terminate an assignment given to it for an indefinite period with immediate effect.

14. Termination.
Without prejudice to the right to termination and other rights of the Supplier on the basis of the law and these Terms and Conditions, the Supplier is entitled to cancel the agreement with immediate effect in the event that the customer is declared bankrupt, a required license or permission for delivery, possession, storage or resale of the products and / or services is lacking, has applied for a suspension of payments, or by seizure, placing under guardianship or otherwise, loses the power of disposition over its assets or parts thereof. Due to a cancellation or dissolution, all claims of the Supplier against the customer become immediately due and payable.

15. Suspension.
The Supplier is authorized to suspend all further deliveries to the customer if he of a company affiliated with him fails to fulfill his obligations arising from any agreement with the Supplier of a company affiliated with it.

16. Inspection.
The buyer must carefully inspect the delivered goods and / or services upon delivery for the supplied numbers and visible defects and in particular check for:

I) the expiry date,
II) form / appearance / condition,
III) the legibility of the labels affixed to the goods,
IV) whether the contents of the boxes correspond to the indications on the package and
V) whether the labels on the various items correspond to the (with regard to the composition) agreed upon specifications or legal regulations relating to the items sold.

Any deficiencies and visible defects must be reported to the Supplier in writing immediately after delivery. Any other defects must be reported in writing to the Supplier within four working days after delivery. The customer bears the risk of carrying out random checks and cannot claim that a visible and perceptible defect has not been recognized by him because he has not examined the entire batch or has had it examined. If the buyer wants to return goods for reasons that cannot be attributed to the Supplier (for example when ordering the wrong product) then the Supplier can - but is under no obligation to do so - cooperate, reserving the right to reimbursement from the buyer of the costs incurred by the Supplier up to 40% of the purchase price.

17. Reparation.
In the case of a justified complaint, the Supplier is only required to rectify the defect (which also includes an inaccuracy or omission in an advice issued), to replace the relevant matter, or credit the amount that has been charged in connection with the defective performance - to Supplier’s reasonable discretion in whole or in part - or to repay in full or in part. However, Supplier does not have to comply with this if the customer is not entitled to claim the above in the light of reasonableness and fairness.

18. Expiration.
The customer can no longer claim a lack of performance on the part of the Supplier:

I) if the customer has not complained in time as described in article 16, or insofar as that article does not apply, as referred to by law and,
II) with regard to delivered products and / or services, after 6 months have elapsed since the time of delivery of the products and / or services in question.

19. Liability.
The supplier is never liable for consequential damage, which also includes business damage, damage due to business interruption and / or loss of profit by the buyer. The total liability of the Supplier and / or legal persons, natural persons, third parties, subcontractors and / or suppliers used and / or engaged by the Supplier, in connection with any legal basis, is (cumulatively) limited to the amount that is paid in the case in question under the insurance that the Supplier has taken out for the case in question, plus the amount of an applicable deductible. If and insofar as, for whatever reason, no payment is made under the aforementioned insurance, the aforementioned total (cumulative) liability is limited to a maximum of 20% of the total contract price of the Agreement (excluding VAT) or € 10,000, if that is a lower amount or no Agreement is relevant. Any claim against the Supplier, in connection with any legal basis whatsoever, expires one year after the day on which the Customer was aware of or should have been aware of the harmful event, without prejudice to the provisions of Article 18.

20. Disclaimer.
The buyer shall indemnify the Supplier against claims from third parties, and all related costs and damages, in connection with the products to be delivered and delivered by the Supplier to the buyer and / or services to be provided and provided. Customer is at all times responsible and liable for the manner of use of products and services supplied.

21. Retention of title.
The Supplier reserves the right of ownership of all products supplied by it until it has received full payment of those products, as well as of activities performed or to be performed in connection therewith, as well as with regard to claims for failure by the buyer to fulfill the relevant agreements. If the buyer fails to fulfill any obligation towards the Supplier, or if the Supplier has reason to believe that the buyer will fail to meet any obligation towards the Supplier, the Supplier is entitled to take back the delivered goods or to have them taken back. If the Supplier exercises its retention of title or right to reclaim, all products present at the customer with regard to which the Supplier wishes to exercise its rights are deemed to have been supplied by the Supplier, unless the customer demonstrates the contrary.

22. Permits etc.
The customer must, insofar as the customer has the opportunity to do so, obtain all insurance, permits, exemptions and other decisions or permissions that are customary for, or are necessary for, the performance of the agreement in good time and to provide a copy thereof to the Supplier at the Supplier's request. For this, the customer must also implement all necessary safety provisions and, if required, an inspection by the local supervisory authority.

23. Products supplied.
Without the prior permission of the Supplier, the buyer is not permitted:

I) to observe, examine, disassemble or test the delivered products in order to find out underlying technical methods, processes, methods, formulations or recipes or have them carried out by third parties or to supply third parties products for that reason, and
II) disclose supplied and / or made available information and / or documentation to third parties, to copy and / or to use for purposes other purposes than those for which they were delivered and / or made available to the customer.

24. IP rights.
Services and products provided do not, to the best of Supplier's knowledge, infringe on industrial and intellectual property or other rights of third parties. Supplier has the right, if these nevertheless infringe on such rights of third parties, right to limit its consequences as much as possible in its own discretion such as:

I) take over the defense and conduct it against this infringement;
II) acquire the necessary rights so that there is no longer an infringement; or
III) to adjust, replace and / or recover products in whole or in part against reimbursement of the amount that has already been paid for what is being recovered.

The buyer is obliged to inform the Supplier as soon as possible of any knowledge of such an infringement and to fully cooperate with the Supplier in taking the aforementioned measures and to refrain from actions that have a negative effect on these measures.

25. Applicable law & disputes.
All agreements concluded or to be concluded by the Supplier with the customer, as well as all related claims, are governed by Dutch law. All disputes that may arise between the parties as a result of or in connection with the agreements concluded or to be concluded, will be settled exclusively by the District court Noord-Nederland.