General Terms and Conditions of Stomydo BV

Transcription

1 General Terms and Conditions of Stomydo BV Drawn up on 5 April General Terms and Conditions of Stomydo BV, having its registered office at Heijtstraat 11, 5953 KL, in Reuver, the Netherlands, registered with the Chamber of Commerce under number Definitions The following terms are used with the following meanings in these General Terms and Conditions, unless expressly stated otherwise. General Terms and Conditions: The General Terms and Conditions stipulated below. Stomydo BV: Stomydo BV, registered with the Chamber of Commerce under number Company: Consumer: The other party acting in a business or professional capacity. The other party not acting in a business or professional capacity. Distance selling: Agreement: Product: The Other Party: The agreement between the other party and Stomydo BV, where, for the purpose of a distance selling system organised by Stomydo BV, one or several remote communication techniques, such as a website, phone or other means of communication, are exclusively used to enter into the agreement. Any agreement entered into between Stomydo BV and the Other Party. All matters that are the subject of the agreement entered into between the Other Party and Stomydo BV. The party that has accepted these General Terms and Conditions and has purchased the product. The Other Party can be a Consumer as well as a Company. Article 1 Scope These General Terms and Conditions shall apply to all offers and quotations from Stomydo BV, and agreements entered into between Stomydo BV and the Other Party, unless the parties have specifically and in writing made other arrangements that differ from these General Terms and Conditions. These General Terms and Conditions are also applicable to any agreements with Stomydo BV, in which third parties will have to be engaged. The application of any purchase conditions or other general conditions of the Other Party is explicitly rejected. If it is found that one or more provisions of these General Terms and Conditions are null and void or voidable, this will be without prejudice to the rest of these General Terms and Conditions. If this situation occurs, Stomydo BV and the Other Party shall consult with each other in order to agree new provisions to replace the null and void or voided provisions. Any deviations from the Agreement and these General Terms and Conditions shall only be valid if they have been explicitly agreed in writing with Stomydo BV. If any other arrangements in writing have been made between Stomydo BV and the Other Party, the arrangements in a separate agreement shall prevail over the arrangements in instructions of use, and the provisions in instructions of use shall prevail over the provisions of these General Terms and Conditions. General Terms and Conditions of Stomydo BV 5 April /12

2 Article 2 Quotations and/or Offers Offers and/or quotations shall be made in writing and/or by electronic means, unless urgent circumstances make this impossible. Any offers and/or quotations shall be valid for a period of 60 days, unless stated otherwise in the offer and/or quotation. The offer and/or quotation shall be valid for as long as stocks last. Stomydo BV cannot be required to comply with its offers and/or quotations if the Other Party, according to the principles of reasonableness and fairness and customary social standards, should have understood that the offer and/or quotation or a part thereof contains an apparent typo or mistake. If the acceptance differs from the offer contained in the Quotation or Offer, even if such difference only concerns less important items, Stomydo BV shall not be bound to it. In such event the agreement shall not be concluded in accordance with such deviating acceptance, unless Stomydo BV specifies otherwise. Any compound quotation shall not bind Stomydo BV to deliver a part of the goods included in the offer or quotation at a pro rata part of the price quoted. Offers and/or quotations shall not apply automatically to future orders or follow-up orders. Article 3 Conclusion of and Term of the Agreement The Agreement is concluded by timely acceptance by the Other Party of the offer and/or quotation by Stomydo BV. The parties shall agree the term of the agreement in the actual agreement. Article 4 Termination of the Agreement Stomydo BV and the Other Party may mutually agree at any time to terminate the Agreement. If one of the parties is declared bankrupt or insolvent, applies for a suspension of payments and/or ceases its business operations, the other party shall have the right to terminate the Agreement prematurely, without observing a term of notice. Both Stomydo BV and the Other Party may give notice of termination of the Agreement at all times, with due observance of a two-month notice period. Article 5 Changes to the Agreement If, during the performance of the Agreement, it is found that it needs to be changed or amended to enable proper performance of the Agreement, Stomydo BV will inform the Other Party accordingly as soon as possible. The parties will then, in mutual consultation and in good time, change the Agreement. If the parties agree that the Agreement will be changed or amended, this may have consequences for the time of completion of performance. Stomydo BV will inform the Other Party accordingly as soon as possible. If the change to or amendment of the Agreement has any financial, quantity and/or quality consequences, Stomydo BV will inform the Other Party accordingly in advance. If a fixed price has been agreed, Stomydo BV will then indicate the extent to which the change to or the amendment of the Agreement affects the price. To the extent possible, Stomydo BV will then attempt to provide a price quotation in advance. Stomydo BV will not be able to charge any additional costs if the change or amendment is due to circumstances that can be attributed to Stomydo BV. Changes to the Agreement originally entered into between the Other Party and Stomydo BV shall not be valid until the moment when such changes have been accepted in writing by both parties by means of an additional or changed Agreement. General Terms and Conditions of Stomydo BV 5 April /12

3 Article 6 Performance of the Agreement Stomydo BV shall perform the Agreement to the best of its knowledge and ability and in accordance with good craftsmanship. The Other Party, if acting in a capacity as a company, shall always be under the obligation to record the batch number and keep this in its accounts. Stomydo BV has the right to have certain activities carried out by third parties. The application of Section 7:407(2) and Section 7:409 of the Dutch Civil Code (Burgerlijk Wetboek) shall be explicitly waived. Stomydo BV shall have the right carry out the Agreement in phases. If the Agreement is performed in phases, Stomydo BV shall have the right to invoice every part that has been performed separately and to demand payment for such part. If and for as long as such an invoice is not paid by the Other Party, Stomydo BV shall not be under any obligation to perform the next phase and it shall have the right to suspend the Agreement. If the Agreement is performed in phases, Stomydo BV shall have the right to suspend the performance of those elements that form part of the next phase or phases until the Other Party has approved the results of the preceding phase in writing. The Other Party shall provide all details or instructions that are necessary in order to perform the Agreement or of which the Other Party can reasonably be expected to understand that they are necessary in order to perform the Agreement to Stomydo BV in good time. If the above data and instructions are not provided at all or not in good time, Stomydo BV shall have the right to suspend its performance of the Agreement. Any extra costs incurred due to the delay shall be for the account of the Other Party. The application of Section 7:404 of the Dutch Civil Code is explicitly excluded. Article 7 Prices The prices in the web shop are in euros, inclusive of turnover tax (Dutch BTW) and any other government taxes and levies, unless indicated otherwise. The prices in quotations are in euros, exclusive of turnover tax (Dutch BTW) and any other government taxes and levies, unless indicated otherwise. The prices shall include the costs of packaging, delivery or shipment, and handling fees, unless stated otherwise and duly considering a minimum order amount. A minimum order amount applies to orders by companies that have to be shipped to destinations outside the Netherlands; if the total amount for the goods ordered is less than this minimum order amount, the business client shall pay the shipping costs of the order placed. Minimum order amounts do not apply to orders by consumers; consumers shall pay the shipping costs of their own orders. Stomydo BV shall provide the Other Party with a statement of all additional costs in good time before entering into the Agreement or with the relevant details on the basis of which such costs can be passed on to the Other Party. Article 8 Price Changes If Stomydo BV agrees a fixed price with the Other Party when entering into the Agreement, Stomydo BV shall be entitled to increase such price, also if it was not stated initially that such price was subject to reservations. If Stomydo BV intends to change the price, it shall inform the Other Party accordingly as soon as possible. If a price increase is implemented within three months upon entering into the Agreement, the Other Party can dissolve the Agreement by means of a statement in writing, unless: General Terms and Conditions of Stomydo BV 5 April /12

4 - the price increase is the result of an authority or a statutory obligation on Stomydo BV; - Stomydo BV is still prepared to carry out the Agreement on the basis of that what was originally agreed; - it has been stipulated that delivery will be made more than three months after the purchase transaction. The Other Party has the right to dissolve the Agreement if the price is increased later than three months after entering into the Agreement, unless it has been stipulated as a condition of the Agreement that delivery will take place later than three months after buying. Article 9 Distance Selling This provision is only applicable to the Other Party that is acting in a capacity as Consumer. In the event of distance selling, delivery shall be made within thirty calendar days. In the event of distance selling, Stomydo BV shall have the right to obligate the Other Party to make an advance payment of a maximum of 50 per cent of the price. Orders through the webshop are to be immediately paid in full. When buying through the webshop, 100 per cent of the purchase amount must be paid as an advance payment. In the event of distance selling, the Other Party shall have the right to withdraw the Agreement during a period of fourteen calendar days upon receiving the goods delivered by Stomydo BV, without stating any reasons. In the event of distance selling, the Other Party shall have the right to withdraw the Agreement after thirty calendar days if Stomydo BV has failed to deliver the product within thirty calendar days, unless the parties have agreed a different period of delivery. If Stomydo BV has failed to comply with its duty to provide information, or has failed to provide details in the correct form, the Other Party shall have the right to dissolve the Agreement during a period of three months upon receiving the goods delivered by Stomydo BV, without stating any reasons. If Stomydo BV still fulfils its duty to provide information in those three months, the period of fourteen calendar days will start on the day after the day when it fulfilled this duty. The Other Party can withdraw the Agreement by means of the standard withdrawal form posted by Stomydo BV or in a means chosen by the Other Party. If the Other Party returns the goods that have been delivered, the Other Party shall return such goods in proper packaging, with all the accessories that were part of the original delivery, and in their original state. The shipping costs for returning goods shall be for the risk and account of the Other Party. If the Other Party has made use of its right to withdraw the Agreement, the Other Party shall return the goods within 14 calendar days upon the Other Party informing Stomydo BV of its decision to withdraw the agreement. If the Other Party has made use of its right to withdraw the Agreement, Stomydo BV will refund the full amount of the advance payment including any shipping costs paid within fourteen calendar days of the Agreement being dissolved. If the goods cannot be delivered, Stomydo BV will inform the Other Party as soon as possible and Stomydo BV will refund the amount of the advance payment within fourteen calendar days. If Stomydo BV and the Other Party agree that an item of a similar quality and price can be delivered, the shipping costs for returning the goods shall be for the account of Stomydo BV. The previous stipulations only apply if the Other Party is using its right to dissolve the Agreement during the period to reflect upon the decision to enter into the Agreement. The provisions of this article shall not apply if the Agreement concerns: - products whose price is linked to fluctuations on the financial market that Stomydo BV cannot influence and that occur during the period in which the agreement can be withdrawn; - sealed products whose seal has been broken by the Other Party; - hygienic products whose seal has been broken by the Other Party; General Terms and Conditions of Stomydo BV 5 April /12

5 - products that are already delivered, with the Other Party's approval, within the period to reflect upon the decision to enter into the agreement; - products that cannot be returned due to their nature; - products that can go bad or age fast; - products of a personal nature; - bespoke products. Article 10 Delivery Delivery in respect of the Other Party acting in a capacity as a Consumer takes place by the goods being put in the Other Party's control. The risk of the goods will pass on to the Other Party upon delivery. Delivery in respect of the Other Party acting in a capacity as a Company takes place by the goods being made available to the Other Party. The risk of the goods will pass on to the Other Party upon delivery. Delivery will be made ex Stomydo BV or to the address stated by the Other Party, unless otherwise agreed. The Other Party is under the obligation to accept the goods bought at the moment when they are made available to the Other Party, unless this would involve serious objections or unreasonable costs. If the Other Party refuses to accept the goods at the place of delivery or is negligent in providing details or instructions that are necessary for the delivery, the goods intended for delivery will be stored at the risk and for the account of the Other Party after Stomydo BV has informed the Other Party accordingly. The Other Party is under the obligation to accept the goods bought at the moment when they are at the Other Party's disposal or are handed over to the Other Party. If the Other Party refuses to accept the goods at the place of delivery, or is negligent in providing details or instructions that are necessary for the delivery, the goods intended for delivery will be stored at the risk and for the account of the Other Party. In that event, the Other Party will have to pay all additional costs. Article 11 Delivery Periods Delivery will be made within a period stated by Stomydo BV. If a term has been agreed to or stated for the delivery of goods, this will only be an indicative term and it shall never be considered a firm date. If Stomydo BV needs details or instructions from the Other Party that are necessary in order to make the delivery, the term of delivery will start after the Other Party has provided such details or instructions to Stomydo BV. If the delivery period is exceeded, the Other Party shall give Stomydo BV written notice of default, giving Stomydo BV a reasonable period to as yet deliver the goods. No notice of default is required if delivery has become permanently impossible or it has otherwise become apparent that Stomydo BV will not fulfil its obligations under the Agreement. If Stomydo BV still does not make delivery within this period, the Other Party will have the right to dissolve the Agreement without judicial intervention and/or to demand damages. Article 12 Transfer of Risk for Transactions with Consumers This provision is only applicable to the Other Party that is acting in a capacity as a Consumer. The goods that are covered by the agreement shall be for the account and risk of Stomydo BV until the moment when the goods are put in the Other Party's control. General Terms and Conditions of Stomydo BV 5 April /12

6 The risk of loss of, damage to, or decrease in value of goods that are the subject of the agreement shall transfer to the Other Party at the time when such goods are put in control of the Other Party acting in a capacity as a Consumer or of a third party to be appointed by the Other Party. Article 13 Transfer of Risk for Transactions with Companies This provision is only applicable to the Other Party that is acting in a capacity as a Company. The goods that are covered by the agreement shall be for the account and risk of Stomydo BV until the moment when the goods are made available to the Other Party. The risk of loss of, damage to, or decrease in value of goods that are the subject of the agreement shall transfer to the Other Party at the time when such goods are available to the Other Party or to a third party to be appointed by the Other Party. Article 14 Payment Payment shall be made by transfer into a bank account indicated by Stomydo BV at the moment of buying or delivery, unless otherwise agreed. Payment can be made both in advance and in arrears. Payment in arrears is to be made within 14 days from the date of invoice, in a manner to be designated by Stomydo BV and in the currency in which the invoice has been drawn up, unless otherwise agreed. Stomydo BV and the Other Party can agree that payment will be made in instalments. If payment in instalments has been agreed, the Other Party will have to pay according to the instalments and percentages established in the Agreement. The Other Party shall not be authorised to set off any amounts owed to it against the amount it owes. Any objections to the amount invoiced shall not suspend the obligation to pay. If the Other Party fails to make payment within 14 days of the invoice date, the Other Party shall be considered to be in default by operation of the law without a notice of default being required. The Other Party will, from the moment when the Other Party is in default, then owe interest at a rate of 2% a month on the due and payable amount, unless the statutory interest rate is higher. In the event of bankruptcy or involuntary liquidation, suspension of payments, or the Other Party being placed under guardianship, Stomydo BV's claims and the Other Party's obligations in respect of Stomydo BV will be immediately due and payable. Article 15 Cash Collection Costs If the Other Party is in default or late in the fulfilment of its obligations, all reasonable extrajudicial costs, incurred in order to obtain payment out of court, shall be borne by the Other Party. As regards the extrajudicial costs, including the collection costs, in so far as the Other Party acts in a capacity as a Company, Stomydo BV shall - in derogation of Section 6:96(5) of the Dutch Civil Code and the Dutch Decree on compensation of extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten) - be entitled to compensation of 15% of the total outstanding principal sum and a minimum of 90 for every invoice that has not been paid at all or that has only been partly paid. As regards the extrajudicial costs, including the collection costs, in so far as the Other Party acts in a capacity as a Consumer, Stomydo BV shall be entitled to the maximum compensation allowed at law, as stipulated in the Dutch Decree on compensation of extrajudicial collection costs. General Terms and Conditions of Stomydo BV 5 April /12

7 In so far as the Other Party acts in a capacity as a Consumer, Stomydo BV will not be entitled to compensation of the extrajudicial costs, including the collection costs, until Stomydo BV has sent the Other Party a reminder once it has become in default, urging the Other Party to pay the outstanding invoice(s) within 14 days. Any reasonable judicial and foreclosure costs incurred shall also be for the Other Party's account. Article 16 Retention of Title All goods delivered by Stomydo BV under the agreement shall remain the property of Stomydo BV until the Other Party has properly fulfilled all its obligations under the agreement and has fully paid everything it owes to Stomydo BV. What the Other Party owes Stomydo BV also includes: compensation of all costs and interest, also for earlier and later deliveries and services performed, as well as claims for damages due to a failure to perform. For as long as title to the goods delivered has not transferred to the Other Party, the Other Party shall not be allowed to sell, pledge or otherwise encumber the goods delivered subject to retention of title, save as part of its regular business operations. Article 17 Suspension If the Other Party fails to comply with an obligation from the Agreement in part, in good time, or does not comply with it at all, Stomydo BV shall have the right to suspend its performance of the corresponding obligation. In the event of partial performance or other than proper performance, suspension shall only be allowed if and to the extent merited by the defect. Furthermore, Stomydo BV will be authorised to suspend its performance of its obligations if: - following the conclusion of the agreement, Stomydo BV has learnt of circumstances that give Stomydo BV good reason to fear that the Other Party will not fulfil its obligations; - the Other Party was requested upon conclusion of the agreement to provide security for the fulfilment of its obligations under the agreement and this security is neither forthcoming nor adequate; - circumstances occur of a nature such that performing the Agreement is impossible or that maintaining the Agreement without any modifications cannot be reasonably expected from Stomydo BV. Stomydo BV reserves the right to claim damages. Article 18 Dissolution If the Other Party fails to comply with an obligation from the Agreement in part, properly, in good time, or does not comply with it at all, Stomydo BV shall be authorised to dissolve the Agreement with immediate effect unless the defect is so slight that this does not justify dissolving the Agreement. Furthermore, Stomydo BV shall be authorised to terminate the agreement with immediate effect if: - following the conclusion of the agreement, Stomydo BV has learnt of circumstances that give Stomydo BV good reason to fear that the Other Party will not fulfil its obligations; - the Other Party was requested upon conclusion of the agreement to provide security for the fulfilment of its obligations under the agreement and this security is neither forthcoming nor adequate; - the delay on the part of the Other Party is such that Stomydo BV can no longer be required to fulfil the agreement under the conditions originally agreed upon; - circumstances occur of a nature such that performing the Agreement is impossible or that maintaining the Agreement without any modifications cannot be reasonably expected from Stomydo BV; - the Other Party is declared bankrupt or put into involuntary liquidation, has filed a petition for a suspension of payments, has filed a petition for application of the Netherlands Wet Schuldsanering Natuurlijke Personen (WSNP - Debt Rescheduling Act), is confronted with all or part of its property being seized or attached; - the Other Party is placed under guardianship; General Terms and Conditions of Stomydo BV 5 April /12

8 - the Other Party dies. Dissolution shall be effected by means of written notice without judicial intervention. If the agreement is dissolved, any claims of Stomydo BV on the Other Party shall become immediately due and payable. If Stomydo BV dissolves the Agreement pursuant to any of the above grounds, Stomydo BV shall not be liable for any costs or damages. If the dissolution is due to the Other Party's fault, the Other Party shall be liable for any damage or loss incurred by Stomydo BV. Article 19 Force Majeure A shortcoming cannot be attributed to Stomydo BV or the Other Party where such shortcoming is not due to its fault, or for which it is not accountable by law, a juristic act or according to generally accepted practice. In this event, the parties will not have to satisfy the obligations resulting from the Agreement. In addition to what is considered force majeure by virtue of the law or in case law, for the purpose of these general terms and conditions force majeure shall also be taken to include all external causes, foreseen or not foreseen, which could not be influenced by Stomydo BV, and which made it impossible for Stomydo BV to observe its obligations. Examples of circumstances that lead to force majeure are: work strikes, lock-outs, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic impediments, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machine parts, shortage of workers, as well as all circumstances impeding the regular business operations, due to which it would not be reasonable for the Other Party to demand performance of the agreement by Stomydo BV. Stomydo BV also has the right to invoke force majeure if the circumstance hindering fulfilment or further fulfilment of the agreement commences after Stomydo BV should have fulfilled its obligation. In the event of force majeure, the parties will not be under any obligation to continue the Agreement, nor to pay any damages. Both Stomydo BV and the Other Party can suspend their obligations from the agreement in whole or in part for the period during which the force majeure lasts. If this period lasts for more than 2 months, both parties shall have the right to dissolve the Agreement with immediate effect, by means of written notice, with judicial intervention, without either party being entitled to any form of damages. If the situation of force majeure is of a temporary nature, Stomydo BV reserves the right to suspend the agreed performance for the duration of the situation of force majeure. In the event of longer lasting force majeure, both parties will have the right to dissolve the Agreement out of court. If, as at the time when the force majeure starts, Stomydo BV has already partly fulfilled or will be able to fulfil its obligations under the Agreement, and an independent value can be assigned to the part fulfilled or to be fulfilled, Stomydo BV will be entitled to send a separate invoice for the part already fulfilled or to be fulfilled. The Other Party is obliged to pay this invoice as if it represented a separate agreement. Article 20 Guarantees Stomydo BV guarantees that the goods delivered will comply with the agreement. Stomydo BV also guarantees that the goods delivered will fulfil the customary requirements and standards that can be reasonably attached to them and that the goods have those capacities that, all circumstances considered, are required for normal use. The guarantee stipulated in these General Terms and Conditions shall apply to use inside and outside the Netherlands. General Terms and Conditions of Stomydo BV 5 April /12

9 The guarantee shall apply from the moment of delivery and for a period of 1 year, unless something else results from the nature of the product or service delivered or unless the parties have agreed otherwise. After the guarantee period has elapsed, all the costs of repair or replacement, including any handling, shipping and travel costs, will be charged to the Other Party. Other guarantee periods apply to some products. They can be found in the Operating Instructions. In the event that the product delivered by Stomydo BV is covered by another guarantee period than the period of 1 year stipulated in these General Terms and Conditions, this guarantee period stipulated in a specific agreement or operating instructions will replace the guarantee period stipulated in this agreement. If the item delivered has been produced by a third party, the guarantee offered by such third party shall apply, unless indicated otherwise. If the Product delivered does not satisfy the guarantee, Stomydo BV will, after this has been reported, replace the Product or repair it, free of charge, within a reasonable period after receiving the report. When the guarantee period has elapsed, all the costs of repair or replacement, including any handling, shipping and travel costs, will be charged to the Other Party. Any form of guarantee will be cancelled if a defect has been caused by inexpert use or a lack of care, or is the result of changes made to the item delivered by the Other Party or third parties. Stomydo BV does not take any responsibility for any damage or loss due to such defects either. The guarantee will also be cancelled if the defect was caused by, or is a consequence of, circumstances beyond Stomydo BV s influence. An example of such circumstances is weather conditions. Any guarantee claims will be assessed by Stomydo BV or by a person who has been assigned this responsibility by Stomydo BV. Article 21 Inspection and Claims The Other Party shall inspect the goods delivered at the time of delivery, but at least within five days of their being delivered. As part of this, the Other Party shall examine whether the quality and/or quantity of the goods delivered complies with what has been agreed, or at least complies with customary trade requirements. Any visible defects and shortages shall be reported to Stomydo BV in writing within three days of the Product being delivered. The faulty Product shall be returned together with the proof of purchase, unless this is impossible or unreasonably burdening. Any non-visible defects and shortages shall be reported to Stomydo BV in writing within three days of their being discovered. The faulty Product shall be returned together with the proof of purchase, unless this is impossible or unreasonably burdening. The right to a full or partial refund, repair or replacement of the Product or damages will be annulled if defects are not reported within the term provided for that purpose, unless a longer period results from the nature of the Product or from the circumstances of the case at hand. The payment obligation is not suspended if the Other Party informs Stomydo BV of the faulty item within the period stipulated for this. If a claim is submitted in good time, the Other Party shall continue to be under the obligation to accept and pay for the goods bought, unless it is not possible to assign them an independent value. General Terms and Conditions of Stomydo BV 5 April /12

10 Article 22 Liability Stomydo BV shall only be liable for any direct damage or loss caused due to gross negligence or wilful intent on the part of Stomydo BV. The Other Party shall be under the obligation to have read the Instructions of Use. Stomydo BV shall never be liable for indirect loss, including at least consequential loss, lost profit, lost savings, loss due to business standstill, or any immaterial damage or loss on the part of the Other Party. In the event of a purchase transaction with a consumer, this limitation does not go beyond that permitted pursuant to Section 7:24(2) of the Dutch Civil Code. Stomydo BV is not liable for damage or loss, of any nature whatsoever, due to Stomydo BV having based its actions on any incorrect and/or incomplete details provided by the Other Party, unless this incorrectness or incompleteness should have been apparent to Stomydo BV. Should Stomydo BV be liable for any damage or loss, Stomydo BV's liability will be limited to a maximum of 10,000 or to the amount of the entitlement provided by the insurance taken out by Stomydo BV, increased by Stomydo BV's excess in accordance with the insurance. The Other Party shall report the damage or loss for which Stomydo BV can be held liable to Stomydo BV as soon as possible, but at least within 10 days of the damage or loss occurring, otherwise any right to compensation for such damage or loss will be voided. Any liability claim in respect of Stomydo BV shall become ineffective within one year of the Other Party becoming aware of the fact that caused the damage or loss, or could in all reasonableness have been aware of such fact. The limitations of liability included in this article shall not apply if the loss is due to intention or gross negligence on the part of Stomydo BV or of its supervisory employees. Article 23 Indemnification The Other Party will hold Stomydo BV harmless against any claims of third parties that sustain damage or loss as a result of the performance of the agreement and which can be attributed to the Other Party. If a claim against Stomydo BV is raised by third parties, the Other Party shall support Stomydo BV both in and out of court. Furthermore, all costs and damage or loss on the part of Stomydo BV and third parties shall be borne in their entirety by the Other Party. Article 24 Limitation Period Notwithstanding the statutory limitation periods, the limitation period of all claims against Stomydo BV and against any third parties engaged by Stomydo BV shall be one year. The previous sentence does not apply to claims based on goods delivered not complying with the Agreement. Such claims will have a limitation period of two years after the moment when the Other Party informed Stomydo BV about the defect in the goods delivered. Article 25 Intellectual Property Stomydo BV reserves the rights and authorities that it is due pursuant to the Dutch Copyright Act [Auteurswet], and any other legislation and regulations on intellectual property. Stomydo BV reserves the right to use any knowledge that has increased by performing the work for other purposes, to the extent that no confidential information shall be disclosed to third parties by such use. General Terms and Conditions of Stomydo BV 5 April /12

11 Article 26 Confidentiality Both during and after the term of the Agreement, both Stomydo BV and the Other Party shall be under the obligation to observe strict confidentiality about all business facts and specifics of which they know, or can reasonably suspect that, they are confidential. This duty of confidentiality shall also include all details of employees, clients, customers and other relationships that have become known pursuant to the Order. Article 27 Privacy Any and all details and information provided to Stomydo BV by the Other Party shall be treated carefully and kept confidential by Stomydo BV. Stomydo BV shall use the personal details of the Other Party only and exclusively for the purpose of performing its duty to deliver or goods or to handle a complaint. If the Other Party agrees, Stomydo BV may use assessments, responses and reviews for commercial purposes and publications. Stomydo BV shall not be allowed to lend, rent out, sell or otherwise disclose the Other Party's personal details. If, pursuant to a statutory provision or a judicial decision, Stomydo BV is under an obligation to make confidential information available to third parties, and Stomydo BV cannot invoke any statutory right to refuse to testify, or a right to refuse to testify acknowledged or permitted by the competent court, Stomydo BV will not have to pay any indemnification or damages. In such event, the Other Party shall not have the right to dissolve the Agreement for reason of any damage or loss caused by this. The Other Party agrees to Stomydo BV contacting the Other Party for statistical studies or customer satisfaction studies. If the Other Party does not wish to be contacted for such studies, the Other Party can make this known. Stomydo BV reserves the right to use the further details of the Other Party in anonymous form for statistical and other studies and for its database. Article 28 Newsletter The Other Party may register for the newsletter. The newsletter is intended to keep the Other Party up to date with the latest news and the most recent developments. The Other Party will receive the newsletter by and/or by post. The Other Party can always unsubscribe from the newsletter in writing or by means of the hyperlink. The Other Party will no longer receive any messages then. Article 29 Changes to these General Terms and Conditions Stomydo BV has the right to unilaterally change these General Terms and Conditions. Such changes shall also apply in respect of any agreements already entered into. Stomydo BV will inform the Other Party of such changes by . Changes to the General Terms and Conditions will become effective thirty days after informing the Other Party of the changes. If the Other Party does not agree to the changes announced, the Other Party has the right to dissolve the agreement. General Terms and Conditions of Stomydo BV 5 April /12

12 Article 30 Applicable Law and Disputes Any disputes concerning legal relationships to which Stomydo BV is a party shall be adjudicated by the competent court in the court district of Limburg, the Netherlands, at the Roermond court of law. This shall also apply if a commitment is entirely or partly carried out outside the Netherlands or if the Other Party's domicile is outside the Netherlands. The Vienna Sales Convention on the International Sale of Goods (CISG) does not apply. Article 31 Filing These General Terms and Conditions have been filed at the Chamber of Commerce in the Netherlands under number General Terms and Conditions of Stomydo BV 5 April /12