General Terms and Conditions of Sale and Delivery of the private limited liability company Fagron Nederland B.V., also trading under the name Fagron NL, registered with the Chamber of Commerce under number 24259311, with its registered office at Venkelbaan 101, 2908KE Capelle aan den IJssel, as well as the companies affiliated with Fagron that invoke the applicability of these General Terms and Conditions.

1. Definitions

1.1 In these General Terms and Conditions, the following terms shall have the following
meaning:
General Terms: these general conditions of sale and delivery;
Services: the work to be performed and/or services to be provided by or on behalf of Fagron under the Agreement;
Goods: the products to be delivered or services to be performed by or on behalf of Fagron under the Agreement;
Customer: the natural person, acting in the exercise of a profession or business, or legal entity, that receives an offer from Fagron or places an order with or enters into a Contract with Fagron, or issues an order to Fagron for the delivery of Goods and/or the performance of work and/or the provision of services, which is accepted by Fagron.
Fagron: the private company with limited liability Fagron Nederland B.V. or its affiliated companies, with the understanding that only the legal entity with which the Agreement is concluded will enter into obligations towards the Purchaser;
Agreement: the agreement concluded between the Purchaser and Fagron for the delivery of Goods and/or the performance of work and/or the provision of services.
Parties: Fagron and the Purchaser together.

1.2 Unless otherwise provided in these Terms and Conditions or in the Agreement:
(i) “in writing” includes electronic data traffic,
such as messaging by e-mail; and:
(ii) words indicating the singular also include the plural
and vice versa.

2. General Provisions
2.1 These General Terms and Conditions apply to and form an integral part of all offers of Fagron and any Contract for the sale and supply of Goods entered into by Fagron and/or its affiliates or their legal successor(s) relying upon them. These general terms and conditions also apply to the work to be performed, contracted or advised by Fagron in connection with the sale and delivery of Goods.
2.2 The rights and claims of Fagron contained in these General Terms and Conditions and the Agreement apply in addition to any rights and claims that Fagron may have under the law or for any other reason.

2.3 The general (purchase) conditions of the Customer or any other general conditions, under whatever name, do not apply and are expressly excluded.

2.4 Deviations from these General Terms and Conditions will only be valid if expressly agreed in writing with an authorized representative of Fagron.

2.5 In case of conflict between the provisions of these General Terms and Conditions and other (general) terms and conditions applicable to the Agreement and/or documents accompanying the Agreement, such as, but not limited to, recipes, descriptions, calculations, drawings, films, software and other (electronic) information, these General Terms and Conditions will prevail.

2.6 These General Conditions may be invoked by anyone engaged by Fagron in the performance of an Agreement.

2.7 Agreements with or commitments by employees of Fagron are not binding for Fagron, unless these agreements or commitments are confirmed in writing by an authorized representative of Fagron.

2.8 Fagron is authorized to unilaterally amend these Terms and Conditions. Amendments will take effect eight (8) calendar days after the date on which the amended terms are sent by Fagron to the Customer.

2.9 If one or more provisions of these General Terms and Conditions are void or annulled, the remaining provisions will remain in full force and effect and Fagron and the Customer will agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and purport of the original provision.

2.10 These General Terms and Conditions are also available in English. In the event of a dispute the Dutch text shall always prevail.

3. Offers and Conclusion of Agreements
3.1 All offers are without obligation and the Customer cannot derive any rights from them, even if these offers include an acceptance period. Unless otherwise stated in writing, offers will expire 30 days after the date of the offer.

3.2 Fagron may revoke a non-binding offer up to and including the third (3rd) business day after receipt of the acceptance thereof. In case Fagron does not send an offer or order confirmation, the invoice shall be considered as such.

3.2 Fagron may revoke a non-binding offer up to and including the third (3rd) business day after receipt of the acceptance thereof. In case Fagron does not send an offer or order confirmation, the invoice will be considered as such.

3.3 The Buyer is responsible for the recipes, descriptions, calculations, drawings, software and other (electronic) data made available to Fagron by the Buyer for the preparation of an offer or for the execution of the Agreement and for the functional suitability of the raw materials and materials prescribed by or on behalf of the Buyer and guarantees the accuracy and completeness of this information. Fagron may assume the accuracy thereof and will base the offer on it.

3.4 The Buyer bears the risk of incorrect and/or incomplete written and/or oral transfer of information and Fagron is not liable for the consequences thereof and the Buyer indemnifies Fagron for all damages to be suffered by Fagron in connection with the use thereof.

3.5 If the Customer provides Fagron with information carriers, electronic files or software etc., the Customer guarantees that the information carriers, electronic files or software are free of viruses and defects and the Customer shall indemnify Fagron for all damages to be suffered by Fagron in connection with the use thereof.

3.6 Unless otherwise agreed in writing, examples or samples provided by Fagron are free of obligation and solely indicative, without the Goods or the performance having to comply with them or the Buyer being able to derive any rights from them. Unless otherwise previously agreed in writing, deviations within the permitted margins are possible and will be accepted by the Customer.

3.7 Unless otherwise stated in writing in the offer, prices stated in offers are in Euros exclusive of VAT and exclusive of other government taxes or levies and are, unless otherwise stated in writing, based on delivery ex Fagron warehouse (Ex Works; EXW Incoterms 2020), therefore exclusive of shipping, transport, insurance costs and are exclusive of packaging costs. Prices are based on the price level of raw materials, semi-finished products, packaging materials, labor, transport, insurance costs, (import) duties, taxes, levies, currency costs and other cost-determining factors applicable at the time of the offer.

3.8 Delivery times in offers are indicative only and are not binding.

3.9 A compound quotation does not oblige Fagron to deliver part of the Goods included in the offer at a corresponding part of the quoted price.

3.10 Offers do not automatically apply to repeat orders, unless expressly stated otherwise.

3.11 An offer shall lapse if (part of) the raw materials or materials to which the offer relates are not or no longer available after an offer has been made.

3.12 The Agreement and any additions or amendments thereto shall be established and shall be binding upon Fagron, unless revoked under article 3.2, only as soon as an authorized representative of Fagron has confirmed these in writing or as soon as Fagron has commenced execution of the offer.

3.13 Each Contract is entered into under the suspensive condition of sufficient availability of the relevant products and/or materials.

3.14 The written confirmation of the Agreement by Fagron is deemed to be correct, unless the Customer has protested against it in writing by return, but at the latest within 4 hours after sending the order confirmation.

3.15 Obvious mistakes, omissions or errors in the offer, Agreement or other communications will not bind Fagron.

4. Conclusion and execution of Agreements
4.1 Fagron will exercise the utmost care in accepting the execution of the Agreement with the Customer. Fagron will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, in accordance with the then current state of science.

4.2 If and to the extent required for a proper execution of the Agreement, Fagron has the right to fully or partially outsource the performance of its assigned activities to third parties.

4.3 The Customer shall ensure that all data, which Fagron indicates are necessary or which the Customer should reasonably understand are necessary for the performance of the Agreement, are provided to Fagron in a timely and complete manner. If the data required for the performance of the Agreement are not provided to Fagron in a timely manner, Fagron has the right to suspend the performance of the Agreement and / or charge the Customer for the additional costs resulting from the delay at the usual rates.

4.4. If it has been agreed that the agreement will be executed in phases, Fagron may suspend the execution of those parts belonging to a following phase until the Customer has approved in writing the results of the preceding phase and has fulfilled all obligations for that preceding phase, including payment of the amounts due in that respect.

4.5. If work is carried out by Fagron or third parties engaged by Fagron under the Agreement at the location of the Customer or at a location designated by the Customer, Fagron will bear the expense of the Customer.
4.5. If activities are performed by Fagron or third parties engaged by Fagron within the framework of the Agreement at the location of the Customer or a location designated by the Customer, the Customer will provide the facilities reasonably required by these employees free of charge.

4.6 Changes to an Agreement are only possible with the prior written consent of Fagron and if circumstances, including Fagron's schedule, so permit in Fagron's opinion. Fagron reserves the right to charge the Buyer for any costs arising from modifications carried out at the Buyer's request, including costs related to adjustments to the work schedule.

4.7 The Customer cannot derive any rights from advice and information received from Fagron, if not directly related to the Agreement. Fagron is not liable for the use of advice provided by or on behalf of Fagron and the Purchaser indemnifies Fagron against any third party claims in this respect.

4.8 If during the performance of the Agreement Fagron provides the Customer with Goods or auxiliary materials, whether or not for a fee, these Goods or auxiliary materials will remain the property of Fagron and, unless otherwise agreed in writing, the Customer may not make these Goods or auxiliary materials available to third parties or use them for the benefit of third parties. Use of these Goods or auxiliary materials by or on behalf of the Buyer and/or third parties will take place at the risk of the Buyer and the Buyer will indemnify Fagron against any claims of third parties in this respect.

4.9 The Customer is obliged to return these Goods or auxiliary materials made available to Fagron at the end of the Agreement and during the Agreement at first request in original condition, free of defects and in full, unless expressly agreed otherwise. If the Customer fails to comply with this obligation, all resulting costs shall be at its expense. If, for any reason whatsoever, the Customer, after being warned to do so, still remains in default with the obligation mentioned below, Fagron has the right to recover the resulting damage and costs, including replacement costs, from the Customer.

5. Delivery and Risk

5.1 Unless otherwise agreed in writing, Delivery and passing of risk will take place ex Fagron warehouse (Ex Works; EXW Incoterms 2020) at the moment that Fagron separates the Goods for the Buyer at its premises and makes them ready for shipment. The delivered Goods and storage, loading, transport, insurance and unloading are at the expense and risk of the Buyer from that moment on.

5.2 The delivery time and/or period of performance is approximated by Fagron and shall in no event be deemed to be a deadline, even if an end date or period is agreed upon. Unless otherwise agreed in writing, delivery shall not take place on Saturdays, Sundays and generally recognized holidays and the delivery time shall be extended by such days. If delivery does not take place on time, the Customer must send a written notice of default to Fagron, after which a reasonable period in which the delivery will still be made will be indicated by mutual agreement.

5.3 For determining the delivery time and/or execution period, Fagron assumes that the delivery and/or execution of work can be carried out under the circumstances known to it at that time.

5.4 The delivery time and/or term of execution will commence exclusively at the moment that the Agreement has been concluded in accordance with the provisions of article 2, agreement has been reached on all commercial and technical details, on all execution aspects of the Agreement, on all required information and the necessary information has been received by Fagron, the agreed (advance) payment or term has been received, security for payment if applicable has been provided by the Customer and accepted by Fagron and the necessary conditions for the execution of the order have been fulfilled.

5.5 The Buyer shall be obliged to take delivery of the Goods as soon as they are presented to it. Regulations of any authority whatsoever, which prevent the use of the Goods to be delivered or already delivered, will not change the acceptance and other obligations of the Buyer. If the Buyer does not take delivery of the Goods, the Goods will be deemed to have been delivered at the time that Fagron has presented them to it, after which Fagron will store the Goods at the Buyer's expense and risk. Fagron does not need to take out insurance for the Goods stored in that case.

5.6 The Buyer is liable for all costs incurred or damage suffered by Fagron as a result of a delay in delivery or performance period attributable to the Buyer.

5.7 If there are any circumstances other than those known to Fagron at the time it set the delivery time and/or performance period, failure of the Customer to provide correct and/or complete information required by Fagron to perform the Agreement, modification of the Agreement, additional work, an unworkable situation or suspension of obligations by Fagron as a result of a circumstance attributable to the Buyer, the delivery and/or performance period will be extended, without the Buyer being entitled to damages or dissolution, by the time that Fagron, taking into account its schedule, needs to perform the Agreement under these circumstances.

5.8 Exceeding the agreed delivery time and/or execution period shall not entitle the Customer to damages or dissolution. The Customer shall indemnify Fagron against any claims of third parties as a result of exceeding the delivery time or execution period.

5.9 Unless expressly agreed otherwise in writing, Fagron is entitled to deliver the Goods in parts. Fagron has the right to require payment for each partial delivery before proceeding to deliver a subsequent one.

6. Prices

6.1 Unless otherwise agreed in writing, prices stated in the Agreement are in Euros exclusive of VAT and exclusive of other government taxes or levies and, unless otherwise stated in writing, are based on delivery ex Fagron's warehouse (Ex Works; EXW Incoterms 2020), therefore exclusive of shipping, transport, insurance and packaging costs.

6.2 Prices are based on the price level of raw materials, semi-manufactured products, packaging materials, labor, transport, insurance costs, (import) duties, taxes, levies, currency costs and other cost-determining factors applicable at the time the Agreement is entered into.

6.3 If one or more of these cost price components increase after the conclusion of the Agreement but before the relevant Goods and/or the activities to be performed have been delivered/completed, Fagron will be entitled, at its discretion, to pass on a reasonable price increase to the Customer, or to dissolve the Agreement for the part not yet performed.

6.4 The provisions of article 6.3 apply even if these cost price increases are the result of circumstances that were foreseen or foreseeable at the time of entering into the Agreement, and apply if Fagron delivers on call or in parts for each partial delivery separately.

7. Amendment of the Agreement, Additional Work
7.1 If during the performance of the Agreement it appears that for a proper performance it is necessary to adjust and/or supplement the activities to be performed, the Parties will timely and in mutual consultation amend the Agreement accordingly.

7.2 In the event of amendments to the Agreement at the request of the Customer and in the event of deviations from any set items and/or quantities, Fagron may at all times claim compensation for additional work.

7.3 The absence of a written contract for additional work shall not affect Fagron's claims for compensation for additional work.

7.4 Changes in the Contract in consultation and at the request of the Customer may affect the contractually agreed delivery time and entitle Fagron to extend that delivery time. Fagron will inform the Customer as soon as possible.

7.5 Changes in raw materials, semi-finished products, packaging and/or other materials designated by or on behalf of the Customer are at all times for the account of the Customer will be charged by Fagron.

7.6 Additional work will be charged on the basis of the price factors applicable at the time the additional work is carried out.

8. Returns
8.1 The Customer is not allowed to return the Goods delivered by Fagron, unless Fagron has given its express written consent or the Goods are returned in accordance with the return policy applied by Fagron. The return policy applied by Fagron can be found on the website of the company with which the Customer concludes the Agreement, such as www.fagron.nl and www.spruyt-hillen.nl.

8.2 The Customer must notify Fagron in advance of the Goods to be returned. Goods returned without prior written consent of Fagron will not be accepted.

8.3 Goods returned with prior written consent of Fagron will only be accepted if the Goods returned at the expense and risk of the Customer are received by Fagron in their original condition, unused, undamaged and in good condition.

8.4 Fagron will neither destroy nor credit incorrectly returned Goods, but will return them to the Customer. The costs of return shipment will be borne by the Customer.

9. Payment
9.1 Unless otherwise agreed in writing, payment must be made in advance without discount, set-off or suspension, by means of bank transfer to a bank account designated by Fagron. For regular Customers (more than one order per month), payment must be made within 14 days from the invoice date and there is the possibility of a monthly invoice with direct debit, eight days after the end of the month. All other forms of payment are by express agreement.

9.2 If payment in installments is agreed upon, VAT on the total amount due shall be due and payable simultaneously with the first installment.

9.3 Fagron is entitled to charge a credit limitation surcharge of 2%. This surcharge is not due on payment within 7 days of the invoice date.

9.4 Regardless of the agreed payment terms, the Customer is obliged to provide adequate security for payment at the first request of Fagron at the time of or after entering into the Agreement. If the Purchaser fails to provide security or insufficient security within the specified period, it will immediately be in default. In such case, Fagron is entitled to suspend the performance of its obligations under the Agreement and/or terminate the Agreement in whole or in part and claim its damages from the Buyer.

9.5 In the event of non-payment, late payment or incomplete payment within the agreed term, the Customer shall be in default immediately without further notice of default and shall owe interest of 1% per month, or at least the statutory commercial interest rate, whichever is higher. For the purpose of calculating interest, a partial month shall be considered a full month.

9.6 In addition, all reasonable costs for obtaining extrajudicial satisfaction will be charged to the Customer to the amount of at least 15% of the amount of the principal and interest due, with a minimum of € 250, without prejudice to Fagron's right to compensation of all reasonably necessary costs.

9.7 Complaints regarding deliveries or objections to the amount of invoices do not suspend the Customer's payment obligations.

9.8 Payments made by the Customer will always first be applied to all interest and costs due and subsequently to the invoices that have been due the longest for claims that are not subject to retention of title and/or pledge as stipulated in article 10, even if the Customer states that the payment relates to a later invoice.

9.9 Fagron is at all times entitled to set off its claims - whether or not due and payable - against claims the Purchaser has on Fagron's affiliated companies and corporations. Fagron is also entitled to set off any claims of Fagron on companies and corporations affiliated with the Buyer against any claims of the Buyer on Fagron. To the extent any consent of the Buyer is required, such consent shall be deemed to be unconditional and irrevocable.
consent is deemed to be unconditionally and irrevocably granted to Fagron.

10. Retention of title
10.1 All deliveries are subject to retention of title. Fagron shall retain title to the Goods delivered and to be delivered to the Customer under any Agreement until the Customer:
(a) paid in full the purchase price of all Goods under the Contract(s) concluded with Fagron, plus accrued interest and costs, and:
(b) has paid all claims in respect of work performed or to be performed by Fagron on its behalf under the relevant Agreement(s), and:
(c) has paid any claims that Fagron obtains against it if it fails to perform the obligations referred to in the Agreement(s).

10.4 The Goods, which are subject to retention of title, may only be resold within the framework of normal business operations and may never be used as a means of payment.

10.5 After Fagron has invoked its reservation of title, it may repossess the delivered Goods. The Purchaser hereby unconditionally and irrevocably authorizes Fagron to grant it or any third parties designated by Fagron access to the location where the Goods are stored in order to repossess the Goods.

10.6 The Customer must immediately inform Fagron as soon as a third party claims a right with respect to Goods under retention of title, or the claims and Goods on which Fagron has a lien. Should it appear at any time that the Customer has not fulfilled these obligations, the Customer will be
Buyer will owe an immediately payable penalty of 10% of the unpaid portion of Fagron's claim(s).

10.7 Fagron will at all times have a right of retention in respect of all Goods that it has or will have in its possession for whatever reason and in respect of all claims that it has or may have on the Customer.

11. Warranty
11.1 Fagron guarantees that the Goods delivered and work performed meet the usual requirements and standards that can be set for them and are free from any defects whatsoever.

11.2 The guarantee referred to under 11.1 also applies if the Goods are destined for use abroad, provided that the Customer

11.3 Contrary to Articles 11.1 and 11.2, if the guarantee provided by Fagron concerns equipment manufactured by a third party, the guarantee is limited to the guarantee provided by the producer of the Good. If the manufacturer does not provide a warranty, no warranty will be provided by Fagron either.

11.4 The guarantee referred to under 11.1 and 11.2 applies with due observance of the conditions set out in 11.5 to 11.16 below, during the period of use or consumption applicable to the Goods concerned.

11.5 If the Goods do not comply with the warranty set out in 11.1 and 11.2, Fagron will, after receipt of the Goods or, if returning the Goods is not reasonably possible, after written notification of the defect by the Buyer, ensure full or, at the sole discretion of Fagron, partial redelivery under the same conditions of an equal or, at the discretion of Fagron, equivalent Good to replace (the part of) the delivered Good that displays the defect c. repair of the defect free of charge; d. repair of the defective Good or the defective part of the Goods. q. the repair, free of charge, of the defect in the (part of the) executed activities that shows a defect in the manner to be assessed by Fagron, or crediting the Buyer for the (part of the) invoice amount relating to the defect for the delivered Good / executed activities. In the event of redelivery, the Buyer undertakes to return the replaced Good to Fagron at its expense.

11.6 All costs in excess of the redelivery of Goods or repair of defective performance of work as described in article 11.5, including but not limited to transport/shipping costs and/or travel and accommodation costs will be at the expense of the Buyer, without liability of Fagron for any damage suffered by the Buyer and/or third parties.

11.7 In all cases, the Purchaser is obliged to give Fagron the opportunity to repair any defect and/or to perform the operation again.

11.8 Fagron does not provide any warranty on raw materials, semi-finished or other materials made available by the Purchaser under the Agreement and the warranty is limited to the soundness of the processing carried out.

11.9 The right to warranty only arises after the Purchaser has fulfilled all its obligations towards Fagron.

11.10 The warranty does not apply if the defect has arisen in whole or in part as a result of:
injudicious or improper use;
when, without written permission of Fagron, the Customer or third parties have made changes or attempted to make changes to the Good or have used it for purposes for which the Good is not intended;
external influences (such as fire, extreme heat or humidity, change of aggressiveness of substance(s), unforeseen chemical influences);
injudicious storage or transport by the Customer or by third parties;
Customer's failure to observe proper storage conditions;
direct or indirect damage(s) after delivery, from whatever cause;
any act or omission contrary to Fagron's regulations;
(color) deviations or minor imperfections, which do not affect the soundness of the delivered Good;

11.11 The warranty is effected as soon as the Customer invokes it and Fagron has fulfilled its warranty obligation.

11.12 The warranty can only be invoked by the Purchaser. Legal successors of the Purchaser or third parties may not invoke the warranty against Fagron and the Purchaser indemnifies Fagron in this respect.

11.13 The guarantee given by Fagron does not affect the possibility of an appeal to force majeure by Fagron.

11.14 Costs to be incurred by Fagron that are not covered by the guarantee, including transport and travel and accommodation costs, will, to the extent these costs are charged to Fagron by third parties and/or are incurred by Fagron, be charged by Fagron to the Buyer.

11.15 Suspension of the effective date of the warranty in connection with the fact that the Purchaser has not yet fulfilled its obligations towards Fagron will not change the end date of the warranty.

11.16 The warranty cannot be invoked, and lapses, if the Customer fails to cooperate, or insufficiently cooperates, with any investigation requested by Fagron into the correctness of the defect alleged by the Customer.

12. Examination and complaints
12.1 Immediately after the Goods have been delivered, the Customer must check them for numbers and soundness for immediately visible defects and note these defects on the waybill. The Buyer must also notify Fagron in writing of the defects as soon as possible, but in any case within four (4) working days after delivery, and describe them accurately. In the absence of timely notification, defects shall be deemed accepted by the Customer.

12.2 In addition, the Customer must carefully inspect the Goods for defects other than those mentioned in article 12.1 within 4 working days after delivery, but in any event before the Goods are issued or processed, and, if a defect occurs, submit a written complaint to Fagron as soon as possible, but in any event within 4 working days after discovery thereof, or after it could reasonably be expected to discover it, accurately describing the defect.

12.3 Complaints relating to Fagron's invoices must be submitted in writing to Fagron within 3 working days after the invoice date.

12.4 All rights of the Buyer lapse if complaints are reported after the deadlines mentioned in this article. If Fagron does address such complaints, this is to be considered as goodwill only, without accepting any liability.

12.5 Fagron has the right to require the Buyer to return to Fagron the delivered Goods in respect of which the Buyer has complained in a timely and proper manner, or a representative part thereof to be determined by Fagron, in order to enable Fagron to verify the accuracy of the complaint. The return to Fagron and storage of the Goods to which the complaint relates will take place at the expense and risk of the Buyer.

12.6 If the Customer has the Goods as referred to in this article delivered by Fagron to a third party, the Customer must ensure that the relevant third party (i) is familiar with the foregoing provisions of this Article and (ii) complies with these obligations of the Customer.

13. Liability
13.1 Fagron's liability is limited to fulfilment towards the Customer of the warranty obligations contained in Article 12 of these conditions.

13.2 Except as stipulated in Article 12 and barring intent and wilful recklessness of managerial employees of Fagron, Fagron is not liable to the Purchaser or third parties for any damage suffered or to be suffered by the Purchaser or third parties, of any nature and/or extent whatsoever, including direct damage, indirect and/or consequential damage, such as trading losses, stagnation damage, production losses, loss of profits, personal injury, immaterial damage, fines or environmental damage.

13.3 If it should be judged that Fagron, in addition to or instead of what is stipulated in these General Terms and Conditions with respect to its liability, is nevertheless liable and would owe compensation, Fagron is, except in the case of intent or conscious recklessness of its executive employees, exclusively liable for direct damage and at the most up to the amount for which Fagron is insured or should reasonably be insured, given the customary practice in the industry.

13.4 If Fagron cannot invoke article 13.3, its liability will in any event be limited to a maximum of 2 times the invoice amount (excluding VAT) for the relevant (partial) delivery, with a maximum of € 25,000 per claim.

13.5 No liability for Fagron exists if it is based on inaccuracies in formulations, descriptions, calculations
recipes, descriptions, calculations, drawings, software and other (electronic) data or materials provided or prescribed by the Customer, if the Buyer itself makes or commissions modifications to the delivered Goods, or if the delivered Goods have been used in an injudicious or negligent manner or have not been stored according to the instructions of Fagron or its suppliers, or if the delivered Goods have been used for purposes other than those for which they are intended or in a manner that could not reasonably have been expected by Fagron, and this has affected the occurrence of the damage.

13.6 Excluded is liability for damage caused by intent or deliberate recklessness of non-managerial subordinates of Fagron and for damage suffered by the Customer in the context of product liability.

13.7 Fagron accepts no liability for any auxiliary persons or other third parties it engages. The limitations and exclusions mentioned in this article as well as limitations and exclusions of liability mentioned in the Agreement also apply by way of third-party clause to all (legal) persons that Fagron engages in the performance of the Agreement.

13.8 All defences which Fagron may derive from the Agreement concluded with the Customer in order to defend its liability, may also be invoked against the Customer by its employees, auxiliary persons and third parties engaged by it in the performance of the Agreement, as if its employees and the aforementioned auxiliary persons and third parties were parties to the Agreement themselves.

13.9 Conditions limiting, excluding or establishing liability, which can be invoked against Fagron by suppliers and third parties, can also be invoked against the Customer by Fagron to the same extent.

13.10 Fagron does not accept any liability for advice, regardless of whether this advice was given orally or in writing and regardless of whether this advice was preceded by an on-site examination and/or an examination of documents at pharmaceutical or medical level. The Customer shall at all times be responsible for assessing the applicability and processing of the Goods supplied on the basis of the standards applicable in the industry.

13.11 The Customer shall indemnify Fagron against all claims of third parties for compensation of damage, for which the liability of Fagron in the relationship with the Customer is excluded or limited in these General Terms and Conditions. This indemnification may also be invoked by employees of Fagron and by third parties engaged in the performance of its obligations under the Agreement.

13.12 The Customer shall indemnify Fagron against any claims of third parties who suffer damage in connection with the performance of the Agreement that is attributable to the Customer.

13.13 On pain of loss of any claim against Fagron, including expressly the claim under the warranty described in article 12, the Customer is obliged to take measures to limit the damage immediately after the discovery of the defect in consultation with Fagron.

13.14 If the Customer has timely complained in writing in accordance with these General Terms and Conditions, Fagron may, with due observance of the provisions of these General Terms and Conditions, be sued in court at the latest up to one (1) year after Fagron has been informed in writing by the Customer about a defect in the performance to be performed/provided by it. This period is an expiry period.

14. Force majeure and unforeseen circumstances
14.1 If the performance of the Agreement becomes impossible or seriously impeded due to circumstances beyond Fagron's control, Fagron has the right to suspend the performance of its obligations during the period that it is temporarily prevented from fulfilling its obligations without being liable for damages, and Fagron has the right to demand that the Customer amends the Agreement in such a way that the performance of the Agreement becomes possible, or terminate the Agreement for the part not yet performed without being liable for damages.

14. 2 Such circumstances, which were not foreseen and are beyond its control, include (threat of) war, political unrest, epidemics, weather conditions, earthquakes, fire and other accidents in its business, loss or theft of tools and equipment, suppliers and/or subcontractors of Fagron that failed to perform their obligations or failed to do so in a timely manner, strikes, power outages, disruption of digital infrastructure, cybercrime as well as obstructive measures taken by any government or otherwise imposed by government or authorities, boycotts, sanctions, embargoes, and import or trade restrictions.

14.3 Fagron also has the right to invoke force majeure/unforeseen circumstances if the circumstance preventing (further) performance occurs after Fagron should have fulfilled its commitment.

15. Cancellation
15.1 The Customer may cancel the Agreement only with the prior written consent of Fagron.

15.2 If the Goods have already been ordered or taken into production by Fagron at the time of cancellation, the Customer will owe compensation equal to 100% of the agreed price.

15.3 If the Goods have not yet been ordered/ taken into production by Fagron at the time of cancellation, the Customer will owe compensation equal to 25% of the agreed price.

15.4 The provisions in the previous paragraphs are without prejudice to the fact that if Fagron's damages in connection with the cancellation are higher, Fagron shall be entitled to claim full compensation.

16. Suspension and dissolution
16.1 In the event that:
(a) The Customer fails to properly fulfill its obligations under the Agreement, or fails to do so on time or in full, and fails to remedy the same within 14 days after being given written notice of default by Fagron in this regard;
(b) Fagron has good reason to fear that the Customer will fail to perform any of its obligations under the Agreement;
(c) an application or grant of suspension of payments, bankruptcy, cessation, dissolution or liquidation of the Customer's company, (conservatory) attachment at the expense of the Customer, or in the event the Customer applies for statutory debt restructuring or dies;
(d) the Customer has been requested to provide security for the fulfilment of its obligations under the Agreement and such security is not provided or is insufficient;
all claims against the Customer shall become immediately due and payable in full and, without prejudice to its statutory termination options and without prejudice to its right to full damages and other rights accruing to it, Fagron shall be entitled to suspend its obligations under the Agreement and to terminate the Agreement with immediate effect in whole or in part extrajudicially, without notice of default being necessary and without Fagron being liable for compensation.

16.2 The operation of Article 6:271 of the Dutch Civil Code is expressly excluded.

17. Intellectual property rights
17.1 Without prejudice to the other provisions of these General Terms and Conditions, Fagron has and will retain, unless otherwise agreed in writing, the copyrights and trademark rights and in general all intellectual property rights to samples, Goods supplied, recipes, calculations, drawings, films, software or other (electronic) data in the broadest sense of the word, regardless of whether Fagron or the Customer discloses these as originating from it first, regardless of whether these have been made available to the Customer or to third parties and regardless of whether the costs for their production have been charged to the Customer.

17.2 The Purchaser is not permitted to make any changes to the samples, Goods supplied, recipes, calculations, drawings, films, software or other (electronic) data provided by Fagron, or to use these other than as agreed, nor is the Purchaser entitled to process, reuse or otherwise affect them, unless the nature of the Goods supplied dictates otherwise or has been agreed otherwise in writing.

17.3 All samples, Goods delivered, recipes, calculations, drawings, films, software or (electronic) files, etc., provided by Fagron, are exclusively intended to be used by the Customer for its first use and may not be reproduced, disclosed or brought to the notice of third parties by the Customer without the prior written consent of Fagron, unless the nature of the same dictates otherwise.

17.4 The Customer undertakes to observe the intellectual property rights vested in the samples, Goods supplied, recipes, calculations, drawings, films, software or other (electronic) data provided by Fagron and in any
any accompanying documents, software and the like, and not to infringe these intellectual property rights in any way.

17.5 The Purchaser acquires from Fagron a license to use the Goods produced by Fagron on its behalf in accordance with the purpose agreed upon in the Agreement. If not otherwise agreed between Fagron and the Purchaser, the license includes only the first use.

17.6 Under no circumstances will Fagron be liable if a Case manufactured by it, on the order of the Customer, infringes any copyright, trademark or other intellectual property rights of third parties and the Customer shall indemnify Fagron in this respect.

17.7 The Customer shall indemnify Fagron for claims of third parties with regard to intellectual property rights on materials or data provided by the Customer, which are used by Fagron in the execution of the Agreement.

17.8 Fagron retains the right to use any knowledge acquired during the execution of the activities for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.

18. Confidentiality
18.1 Parties are obliged to keep confidential all confidential information that they have obtained from each other or from other sources in the context of the Agreement. Information is considered to be confidential if this has been communicated by a Party or if this results from the nature of the information. The Parties shall keep its contents confidential and shall not disclose it in whole or in part.

18.2 If, by virtue of a statutory provision, a judicial decision or on the instructions of an authority, Fagron is required to disclose confidential information to third parties designated by law or by the competent court or authority, and Fagron cannot in this respect invoke a right to refuse to give evidence, recognized or permitted by law or by the competent court or authority, then Fagron will not be in default, nor liable and will not be obliged to pay damages or indemnification, and the Customer will not be entitled to terminate the Agreement on the grounds of any default or damage as a result thereof.
19. Non-acquisition of personnel
During the term of the Agreement and for one year after termination thereof, the Customer shall in no way, except after proper business consultations with Fagron and with the consent of Fagron, employ or otherwise, directly or indirectly, hire or employ for itself employees of Fagron or of companies that Fagron has engaged to execute the Agreement and that are or have been involved in the execution of the Agreement.

20. Transfer, assignment and pledge prohibition
20.1 Without Fagron's prior written consent, the Customer is not permitted to transfer its legal relationship to Fagron under the Agreement to a third party. After transfer or encumbrance
Customer remains jointly and severally liable for performance of the obligations under the Agreement.

20.2 Without Fagron's prior written consent, the Customer is not permitted to assign or encumber any right under the Agreement. This prohibition on assignment and pledging has the effect of property law within the meaning of article 3:83 paragraph 2 of the Dutch Civil Code.

21. Privacy and data protection
21.1 Fagron shall process personal data of, inter alia, (affected persons of) the Customer and patients exclusively in accordance with the then applicable data protection regulations, including in any case the General Data Protection Regulation (EU) 2016/679.
21.2 Afnemer verklaart dat zij op de hoogte is van en akkoord gaat met de Privacy policy van Fagron. De Privacyverklaring van Fagron is te downloaden via https://www.fagron.nl/privacy-policy.
21.3 The Customer warrants that all statutory regulations regarding personal data to be processed, including in particular the regulations imposed by or pursuant to European and/or Dutch privacy legislation, have been and will be strictly observed and that all required notifications and other formalities have been carried out and the consent of its personnel and patients has been provided insofar as required. The Customer shall immediately provide Fagron with all requested information in writing.

21.4 The Customer shall indemnify Fagron against claims of persons whose personal data have been registered or are processed in the context of a register of personal data kept by the Customer or for which the Customer is otherwise responsible under European and/or Dutch legislation, or for claims of third parties, whether or not by virtue of damages, fines, settlements, criminal transaction proposals or otherwise, and shall fully indemnify Fagron in this respect.

22. Governing law and disputes
22.1 All Agreements and all agreements resulting from them, as well as any disputes that may arise from them, shall be governed exclusively by Dutch law with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG; the Vienna Sales Convention).

22.2 All disputes between Fagron and the Customer that may arise as a result of the Agreement or as a result of agreements resulting therefrom and that cannot be settled amicably, will be exclusively settled by the District Court of Rotterdam, location Rotterdam, without prejudice to Fagron's authority to submit any dispute to another court.