1. General Agreements

1.1 In these terms and conditions, the company Artinis Medical Systems B.V. will be referred to as “we/us”, and any person, organization or company purchasing goods and/or services from Artinis Medical Systems B.V. will be referred to as “customer”.

1.2 All the quotations and contracts, as well as their implementation thereof shall solely be subject to the following terms and conditions. Modifications or derivations hereof shall solely be agreed upon in writing.

1.3 Standard terms and conditions of purchase of the customer shall be ineffective, unless otherwise agreed upon by us in writing.

2. Quotations

2.1 All our quotations are without commitment.

2.2 Supplying quotations and/or documentation does not commit us to accept an order.

2.3 All documentation, samples, software, etc. supplied with a quotation remains our intellectual property.

2.4 We reserve the right to refuse orders without stating a reason.

3. Sales contracts

3.1 A sales contract with us is only valid after we have confirmed the order in writing. The order confirmation is assumed to reflect the contract faithfully and completely, unless the customer has protested in writing against the confirmation within 5 working days after receipt.

3.2 After the closure of a sales contract, we reserve the right to demand an advance payment of the total order costs.

3.3 In case the customer decides to cancel the order and obtains confirmation from us, we are authorized to charge the customer with the expenses that have already been made during the implementation of the order. These charges shall not exceed 40% of the total order costs.

4. Pricing

4.1 Our prices are excluding VAT, other government taxes and shipment costs.

4.2 We reserve the right to charge the customer with changes in supply cost.

5. Delivery and transport

5.1 The ordered goods are delivered to the customer by a shipping company. The moment of delivery is the moment when the ordered goods are handed over to the shipping company.

5.2 Our delivery dates are only indicative, unless specified otherwise in writing. We are, even in case of an agreed deadline, only in default after the customer has served notice upon us in writing.

5.3 In case of an accountable shortcoming with the result of an impossibility to deliver within the agreed date, we are authorized to confer with the customer on a mutually agreeable solution. In case no agreement can be reached, we reserve the right to cancel the order. The customer will have no right on further observance of the order, except for a reimbursement of material losses with a maximum of 10% of the original order costs, reduced with the costs of the goods that were already delivered.

6. Payment and ownership

6.1 Payment by the customer takes place without discount, appeal for compensation, or postponement, by transfer of the amount due to our bank account, within 21 days after the invoice date. In case of delay, we are authorized to charge the customer additional costs of 1% of the total amount due per month of delay. The transfer date mentioned on our bank statement will apply as the day of payment.

6.2 We are authorized to charge the customer with all our expenses, which may result from actions required in making the customer fulfill their obligations.

6.3 As long as the invoice is not paid in full, all delivered goods remain our property.

7. Intellectual property

7.1 All products, documentation, technical data, manuals, software, etc. made by us during the implementation of the order, remain our inalienable intellectual property. The customer is bound to use this information solely for their own, private use, and the customer shall not supply and/or sell the information to anyone.

8. Force majeure

8.1 In these terms and conditions, “force majeure” are understood to mean: every circumstance irrespective of the will of the contracting parties, and/or every unforeseen circumstance, as a result of which the implementation of the contract cannot be reasonably expected. “Force majeure” include: fire, natural disaster, riot and uprising, governmental action, strike, absence through illness, shipping and transport, supply of raw materials and components, and default of our subcontractors, with the result that we cannot meet our obligations towards the customer.

8.2 In case it is our judgment that the force majeure is of a temporary nature, we are authorized to postpone the implementation of the contract until the circumstance is resolved.

8.3 In case it is our judgment that the force majeure is of a permanent nature, we are authorized to cancel the contract. In this case, we are authorized to charge the customer with the expenses that have already been incurred during the implementation of the order, until the force majeure appeared.

9. Warranty and service

9.1 Considering the restrictions stated below, we provide 12 months of warranty on our products. On some components the warranty is limited or excluded. The components on which limited warranty applies will be explicitly stated in the respective quotation or sales contract. The warranty is limited to errors in design and workmanship, in relation to the specifications stated by us in the respective quotation and manual.

9.2 The warranty will not apply to defects resulting from normal wear and ageing, as well as defects caused by use of the products in a way that differs from the application directions given in the manual supplied with the equipment.

9.3 Any repair or modification not performed by us voids the warranty, unless we have approved the repair or modification in advance in writing.

9.4 If warranty service is indicated, the product should be returned to us. Warranty service will normally take place at the Artinis Medical Systems B.V. office in Elst, during regular working hours. In case the customer prefers warranty-covered work to be performed on-site, we are authorized to charge the customer with the travel, personnel and accommodation expenses.

9.5 In case a product returned for warranty service shows no defects, we are authorized to charge the customer with our expenses.

9.6 Warranty and service availability periods start on the day of delivery as defined in 5.1.

10. Liability

10.1 We do not accept any liability, as far as not laid down in the Law.

10.2 We do not accept any liability when equipment turned out by us is used in a way that differs from the application directions given in the manual supplied with the equipment. In particular, our equipment is only authorized if this application is explicitly stated in the respective manual.

10.3 Artinis Medical Systems B.V. products are not authorized for use as critical components in life support systems. As used herein:

a) Life support systems are systems which (1) are intended for surgical implants into the body, or (2) supporting or sustaining life, and whose failure to perform when properly used in accordance with the instructions for use provided in the labeling can be reasonably expected to result in significant injury to anyone or (3) any other patient diagnostic purposes. b) A critical component is any component in a life support system whose failure can be reasonably expected to cause failure of the life support device or system, or to affect its safety or effectiveness.

11. Intended use

11.1 Our equipment is intended for research and quality control purposes only and is not meant for patient diagnostic purposes. We do not accept any liability when our equipment is used for patient diagnostic purposes.

12. Annulment

12.1 We reserve the right to cancel contracts with us fully or partially, or to postpone the implementation of the contract, in cases where there is an accountable shortcoming from the side of the customer, as well as when the customer has supplied inaccurate, or incomplete information, or when the customer has withheld circumstances of the kind that would have made us abandon the contract, should we have been properly informed.

13. Final clauses

13.1 Dutch Law shall apply to all our quotations, contracts and the implementation thereof.

13.2 All disputes arising between us and the customer shall be settled by the authorized civil judge in Arnhem, unless the cantonal judge is authorized.