1.1. Unless otherwise expressly agreed in writing, these general terms and conditions of sale (hereafter ‘GTCS’) shall

apply to all present and future sales agreements, orders, quotations and transactions concluded between an entity

within the Medicor Group (hereafter ‘Seller’) and the customer (hereafter ‘Customer’).

1.2. It is expressly agreed that Seller can under no circumstances whatsoever be held jointly and severally liable by the

Customer. Solely the entity of the Medicor Group that has concluded the Agreement (as defined below) is to be

considered the Seller and no other entity within the Medicor Group shall have any liability or obligations under these

GTCS or an accepted quotation. The accepted quotation and the GTCS taken together are considered the agreement,

including possible annexes and schedules (hereafter ‘Agreement’).

1.3. These GTCS shall be deemed to be known to and have been accepted by the Customer. Every order, in any form

whatsoever, entails a legal acknowledgement that the Customer has read and accepts these GTCS.

1.4. Without prejudice to any application of the Law on Public Procurement (Dutch: Wet Overheidsopdrachten), the

Customer expressly renounces the application of its own general or specific terms and conditions, or other such terms

that are otherwise implied by law, trade, practice or dealing, even where such general terms and conditions are issued

after these GTCS and regardless of any statement to the contrary in any purchase order, acknowledgement,

confirmation, release or other form submitted by the Customer.

2.1. The validity of quotations given by Seller shall be limited to 30 days. In the event that a quotation sent by the Seller

is not explicitly accepted by the Customer within the specified period, the quotation will expire. The parties acknowledge

that only the express and unconditional acceptance of a quotation leads to the conclusion of an Agreement.

2.2. If the Customer retracts an accepted quotation without prior written consent of the Seller, for reasons not directly

and solely attributable to the Seller and before delivery of the products, the Customer will have to compensate the

Seller for any and all costs incurred, such as, but not limited to: material costs, administration costs, work in progress,

any hedging costs or losses. The Customer will in any event be due payment to the Seller of fifteen percent (15%) of

the invoice amount. This fixed amount is without prejudice to the Seller’s right to claim additional damages, upon

proof of the existence and the amount of such additional damages.

2.3. Any variation or amendment to an accepted quotation requested by the Customer shall only be valid when

accepted by the Seller in writing and signed by a duly authorized representative of the Seller. Such amendments shall

be subject to appropriate adjustment in price, delivery dates and other commercial terms.

2.4. If any information, including but not limited to product, technical or commercial information or information

regarding the location of the installation of the products (if applicable), supplied by or on behalf of the Customer is

insufficient, incorrect, inaccurate or misleading, the Seller shall be entitled to (i) amend the price, the terms of payment

and/or delivery within the limits of fairness and reasonableness; or (ii) terminate this Agreement with immediate effect

and without being due any indemnities, compensation or damages, by giving written notice to the Customer.

3.1. The delivery date notified by the Seller shall serve only as an indication and shall not be binding upon the Seller. In

the event of a delay in the delivery, the Seller shall inform the Customer thereof, undertake its reasonable efforts to

minimize the delay and agree on a new delivery date with the Customer.

3.2. Delivery shall always be made EXW (Incoterms 2020) at the registered office of the Seller even if delivery is

provided by the Seller. In such event, the Seller shall act solely as the Customer’s agent. All shipping costs shall be

borne by the Customer. Shipping shall be at the Customer’s risk. The Seller’s executing agent shall not be liable for any

error and/or intentional act, nor for any damage towards the Customer. The Customer shall indemnify and hold the

Seller harmless from any third-party claims arising from the activities of the Seller with regard to its role as executing

1agent.

3.3. Partial deliveries shall always be allowed.

3.4. The Seller reserves the right to suspend execution of an order in the event that:

a. the Customer’s account with the Seller shows a negative balance payable;

b. the Customer evinces signs of inability to pay or negative solvency.

3.5. In the event of delivery being refused or if a delay in delivery is a consequence of suspension of an order for

which the Customer or third- party is responsible, storage costs amounting to 15% of the price shown in the

quotation, shall be charged to the Customer.

3.6. Unless expressly agreed otherwise in the accepted quotation, the assembly or installation of the products is not

included in the delivery.

4.1. This clause 4 only applies in the event that the parties have expressly agreed to the installation of the products in the

accepted quotation.

4.2. In deviation from clause 3.2, the Seller will deliver and install the products at the location, as taken up in the accepted

quotation. The price of the installation of the products and the travel time to the location is taken up in the quotation.

4.3. The Seller will do its best efforts to meet the specified deadlines for the commencement and/or completion of the

installation. Any deadline for the installation of the products, communicated by the Seller in the quotation is in any case

indicative. In the event that the Seller comes to the conclusion that the installation services cannot be

commenced/performed within the specified period, the Seller shall inform the Customer as soon as possible. The Seller shall

then, in consultation with the Customer, agree on a new deadline. Except in cases of gross error, intent or fraud, the Seller

shall not be liable for any deviations from the specified deadline.

4.4. The Seller undertakes to perform the agreed installation services with due care and to the standards customary within

the relevant sector at the time the installation is performed. The Seller shall perform the installation to the best of its ability

and in a high quality and professional manner. If and to the extent required for the proper performance of the installation,

the Seller has the right to subcontract certain work to third parties/subcontractors.

4.5. The delivery of the installation services takes place at the location determined by the parties in the accepted quotation.

In deviation from clause 6.3, the risk in the products shall pass to Customer upon complete installation by the Seller (or its

subcontractors). By signing the delivery note after the installation has taken place, the Customer acknowledges that the

Seller has performed the installation according to the rules of the art and in accordance with the specifications included in

the quotation. From the moment the delivery is signed by the Customer, complaints regarding visible defects are no longer

valid.

4.6. Complaints relating to hidden defects and non-conformity shall be valid only if communicated in writing to the Seller

within three (3) business days from the discovery of the defect. Such complaints are only admissible if they are reported

within six (6) months after the installation has taken place.

4.7. A complaint shall be deemed unfounded in case of (i) insignificant deviations from the agreed quality, (ii) only minor

impairment of usability, (iii) natural wear and tear, (iv) damage arising after the passing of the risk, (v) faulty or negligent

handling, (vi) unsuitable equipment, (vii) failure on behalf of the Customer to give notice of the alleged defect within the

terms as referred to in this article 4 (viii) the Customer’s failure to ensure proper storage or use of the products, unless the

Customer can demonstrate that such failure did not contribute to the defect; and (ix) damages arising from maintenance to

the products by an unauthorized (third) party (i.e.: not effected by the Seller itself or a by the Seller authorized party).

4.8. If a complaint is well-founded, the installation shall, at the discretion of Seller, either be reperformed free of charge or

reimbursed in whole or in part, excluding any additional compensation.

4.9. The Customer shall provide access to the location and to all places that are necessary, useful or convenient for the

correct delivery and installation of the products. If on the agreed date for delivery and installation, the Seller, for any reason

whatsoever (not attributable to the Seller) does not have access to the location (under the conditions set out herein), the

Customer must bear the costs arising therefrom (including, but not limited to: working hours performed, transport costs

arising from the second delivery, etc.). The Customer will in any event be due payment to the Seller of three percent (3%)

2of the invoice amount. This fixed amount is without prejudice to the Seller’s right to claim additional damages, upon proof

of the existence and the amount of such additional damages.

5.1. The sales price will be the price mentioned on the written quotation and shall be, unless otherwise agreed, the then

current price of the products and/or services, applicable on the date of the quotation. All prices are quoted exclusive of

VAT and any accessory charges, such as transport and installation costs (unless explicitly taken up in the accepted

quotation), customs duties and charges, commissioning costs, taxes, etc. All such costs, taxes, levies or rights imposed

on the products by any authority are for the account of the Customer.

5.2. Invoices are payable in the currency stated on the invoice, without deduction or discount, to the bank account and

on the due date indicated in the invoice.

5.3. The price shall be liable to increase if, during the period between the accepted quotation and delivery, wages or

other factors that might affect the price (including tax rates, social security contributions, transport costs, prices

of raw material, energy costs, exchange rates, etc.), are subject to increase save where the products are picked up

within 30 days of the accepted quotation. Any price adjustment pursuant to this article shall apply to a maximum of 80%

of the price as stated in the accepted quotation.

5.4. All payments shall be made at the registered office of the Seller.

5.5. Invoices that have not been disputed by registered letter within 8 (eight) calendar days of dispatch shall be deemed

to be accepted.

5.6. The amount of any invoice that remains unpaid on its due date as indicated in the invoice, shall be increased

automatically and without notice of default with the statutory annual interest rate prescribed by the Belgian law on

combatting late payments in commercial transactions. Without prejudice to payment of these interests, the Customer

will also owe compensation to the Seller for applicable legal and extralegal recovery expenses, including any cost relating

to bills of exchange, reminders and protest or legal costs. The payment of the interest or other costs as stipulated herein

does not preclude the Seller from claiming payment of the amount due under the respective invoice and the Customer

shall be liable for such payment.

5.7. In case of partial or non-payment of an invoice at its due date: i) the Seller is entitled to immediately suspend the

execution of all pending orders and deliveries without prior notice; ii) any other non-expired debt of the Customer will

become due automatically and without prior notice and/or iii) the Seller may decide to, going forward, demand

guarantees and securities (such as, but not limited to, advance payments and bank guarantees) of the Customer’s

obligations. Should the Customer omit to give such a guarantee, the Seller is entitled to suspend immediately the

execution of all pending orders and deliveries without prior notice.

5.8. In addition to the above, if the Customer has not fulfilled its payment obligation within 15 days after being formally

notified, the Seller has the right to terminate the Agreement. This is without prejudice to the Seller's right to claim

statutory default interest for any expenses and lost profits.

5.9. Partial payments shall in the first instance be allocated to the payment of interest, indemnification

compensation and any costs, and only thereafter to the outstanding invoice.

5.10. Any use of notes of hand, cheques or permission to draw bills of exchange in order to cover the agreed price

shall in no event be regarded as a replacement for the debt under the original invoice and neither shall it negate any

"retention of title", agreement or territorial jurisdiction.

5.11. The Customer shall assign its claim to payment against any third-party buyer to the Seller at the time of order.

6.1. Seller retains title to the products until payment in full cleared funds by the Customer, including payment of the

agreed price, the costs, the interests, possible compensations, etc. Upon payment in full, legal title to the products shall

pass to the Customer. Until the Customer has fully paid to the Seller the amount due or the products, it is prohibited to

use the delivered products as a means of payment, or to pledge or encumber these products with any type of security.

6.2. The arrangements regarding the retention of title shall not affect the passage of risk.

36.3. The risk in the products shall pass to Customer upon delivery, as specified in article 3.2.

6.4. During the retention of title period, the Customer shall be responsible for storing and keeping the products in good

condition, any loss and damage, including events of force majeure, being at its risk.

6.5. As from the delivery, the Customer is obliged to insure the products against all risks at its expense (including, but

not limited to: degeneration, perish, fire, moisture and theft) and to provide the Seller with a copy of the insurance

policy.

6.6. The Customer will affix a sign on the products clearly indicating they are the Seller’s property and will immediately

inform the Seller of any seizure or any other act of intervention by a third-party.

6.7. In case of resale of the products, the retention of title is transferred to the resale price.

6.8. The (partial) non-payment of any invoice at its due date, as set out in the invoice itself, entitles Seller to take back

the products. As from such moment, the Customer will allow the Seller to enter its premises and to take back the

products, at the risk and cost of the Customer.

6.9. Each payment by the Customer shall in first instance be used as payment for the unpaid invoices relating to the

products which have been used, converted, or resold by the Customer.

6.10. In the event that the products, subject to the retention of title, are processed by the Customer into a new movable

product, such processing shall be deemed to have been carried out on behalf of the Seller. The processed (new) product

shall automatically become property of the Seller, unless agreed otherwise in writing.

6.11. In the event of processing, mixing, or blending the product with another product that is not the property of the

Seller, the Seller acquires co-ownership of the new product according to the ratio of the invoice value of the Seller’s

product to the total value of the new product. In such case, the Seller will be entitled to the purchase price claim

pro rata to the value of his property right in the new product.

7.1. Seller warrants only that the products shall:

 be free from defects in materials and workmanship;

 conform to (i) the technical data sheets, (ii) the prior agreed specifications as taken up in the written quotation

or, in the absence thereof, to Seller’s standard specifications for the products; and

 be delivered free from any unlawful security interest or encumbrance unknown to the Customer.

7.2. Measurements, illustrations, colors, textures and descriptions in the Seller’s catalogues, brochures and other

documents of the products are merely indicative and any deviation, change or improvement can never result in the

cancellation of the Agreement nor in the Seller being due any indemnification.

7.3. All recommendations or statements about the products by the Seller, including statements concerning substances

present or not present in the products, or anticipated performance of the products, are based upon the Seller’s research

and experience and are believed to be reliable, but such recommendations or statements shall not constitute a warranty

to the Customer, and no employee, agent or representative of the Seller is authorized to give any such warranty. The

Customer must determine for itself, by tests or otherwise, the suitability of the products for the Customer’s purpose.

The Seller makes no warranty that the products are merchantable or fit for any particular purpose.

7.4. The Customer is obliged to verify the products at their delivery with regard to conformity, quantity and quality.

Complaints regarding the aforementioned elements are only valid if (i) they are communicated by the Customer to the

Seller immediately by indicating such alleged defect by registered letter to the Seller, (ii) they are confirmed by giving

written notice thereof to the Seller at the latest within three (3) business days after the delivery of the products, (iii) such

products remain available for the Seller’s inspection effected by the Seller or its representative and (iv) the Customer

undertakes all necessary and reasonable measures to limit the damage.

The use or conversion of the products by the Customer implies its irrevocable acceptance of the products.

7.5. Complaints regarding hidden defects and non-conformity are only valid if they are communicated in writing to the

Seller within three (3) business days after discovery of the flaw, and under the express condition that such products

remain available for the Seller’s inspection effected by the Seller or its representative. Such complaints shall only be

4admissible within six (6) months after the delivery of the product and shall no longer be admissible after the conversion

of the products by the Customer or a third-party.

7.6. The Customer is allowed to return the products to the Seller only if (i) the Customer received prior written consent

of the Seller, (ii) they show a visible or hidden lack of conformity, and (iii) upon prior and timely written

complaint/notification by the Customer.

7.7. The Seller’s reception of such returned products or its acceptance of a return of the products, does not imply any

recognition of responsibility or correctness of the complaint. The costs of return will only be borne by the Seller under

the express condition that a lack of conformity is found which is attributable to the Seller. A return of the products will

only be accepted if they are in their original condition upon delivery, meaning in their original packaging if applicable,

and provided that they have been stored and handled in accordance with these GTCS and any other requirements

imposed and instructions provided by the Seller.

7.8. In the event a complaint is unfounded, the Seller’s costs for inspection of the products shall be borne by the

Customer, provided that the Customer could have reasonably discovered, on the basis of an inspection duly carried out,

that such complaint is not related to defects in the products.

7.9. In the event a complaint is founded, such product(s) shall be replaced free of charge. The Customer expressly

acknowledges that no other loss, including any indirect loss, may be recovered from the Seller. The parties expressly

exclude the right to a price reduction in relation to the complaint, in deviation of article 5.97 of the Civil Code. The

aforementioned shall constitute the sole (financial) remedy available to the Customer and the Seller shall have no other

obligations to the Customer in this respect.

7.10. A complaint shall be deemed unfounded in case of (i) insignificant deviations from the agreed quality, (ii) only minor

impairment of usability, (iii) natural wear and tear, (iv) damage arising after the passing of the risk, (v) faulty or negligent

handling, (vi) unsuitable equipment, (vii) failure on behalf of the Customer to give notice of the alleged defect within the

terms as referred to in this article 7 (viii) failure on behalf of the Customer to allow the Seller to inspect the products in

the state they were upon delivery, and (ix) the Customer’s failure to ensure proper transportation, storage, use and/or

maintenance of the products (within the boundaries of the applicable Incoterm), unless the Customer can demonstrate

that such failure did not contribute to the defect.

7.11. Notifications of complaints shall not entitle the Customer to defer or suspend payment of the price, even in part,

nor to cancel the entire order or delivery.

7.12. In any other event the equipment, with the exception of consumables and wearing parts, is warranted to be free

of all manufacturing defects for a period of six (6) months from the availability of the reported products, subject to

notification of complaints as stated above. This warranty shall cover the replacement of parts and labour costs in

the Seller’s workshops.

8.1. Nothing taken up in the Agreement attempts to limit or exclude any liability that cannot be legally limited, including

any liability for: i) death or personal and/or psychological injury caused by negligence; ii) fraud or fraudulent

misrepresentation; iii) gross or willful misconduct.

8.2. Subject to article 8.1 above, the Seller shall have no liability for: i) loss of profits, ii) loss of production, iii) loss of

business, iv) loss of productivity, v) recall; or vi) any indirect, special, incidental, or consequential losses or damages.

8.3. The parties agree that the remedy for damages caused by the non-performance of any contractual obligation under

the Agreement shall, within the statutory limits, be exclusively governed by the rules of contract law, even if the event

leading to the damage also constitutes a tort. The parties expressly acknowledge that the application of article 6.3 of the

Civil Code is excluded, and, as a result, (within the statutory limits) any form of extra-contractual liability arising from the

performance of the Agreement shall not be invoked. Moreover, the Customer expressly waives any extracontractual

claims against the auxiliary persons of the Seller, within the statutory limits.

8.4. The liability of the Seller for any claim arising out of or in connection with these GTCS, whether in contract, tort, or

otherwise, shall in any event be limited to an amount equal to the invoice value of the relevant transaction under these

GTCS.

9.1. In case a party is prevented from executing the Agreement, with the exception of a payment and/or confidentiality

obligation, in full or in part due to force majeure or circumstances out of its control, it is entitled to suspend its obligations

or to terminate the contract without judicial intervention. This shall not give the other party the right to any

indemnification.

9.2. For the purpose of this article, force majeure will be considered as all circumstances which according to the law or

prevailing opinions of society, are beyond the parties’ reasonable control, such as: action by government, war, riots,

strikes, lock-outs, fire, breakdown of machines, inadequate supply of raw materials or energy, exceptional climatic

circumstances, partial or total default of third persons who have to deliver the necessary materials or services,

interruption in transport or any other circumstances beyond a party’s control, which hinder the normal production or

shipment of the products. This list is illustrative and not exhaustive.

9.3. In the event that a force majeure situation affects a supplier of the Seller, it shall be deemed to constitute a force

majeure event for the Seller as well. Accordingly, the Seller shall be entitled to suspend its obligations or terminate the

contract under the same conditions as described herein, without judicial intervention, and without any entitlement for

the Customer to claim indemnification.

9.4. Equal to force majeure are events beyond the Seller’s control, which substantially change the economic importance

or contents of the delivery, considerably affect the Seller’s business, or render the Seller’s contractual duties excessively

onerous. Such events may include, but are not limited to, significant increases in the cost of raw materials,

transportation, energy, or other essential inputs exceeding 10% of the original agreed prices. The Seller shall be entitled

to adjust the prices accordingly, taking into account the principles of reasonableness and good faith, to reflect the

increased costs. If adaptation of the Agreement is not economically justifiable or feasible, the Seller shall have the right

to rescind the Agreement without being due any indemnification to the Customer.

9.5. The Customer must honour its obligations under this Agreement, even if its performance has become more onerous.

Any change of circumstances (as defined in article 5.74 of the Civil Code) that does not make the fulfilment of the

contractual obligations impossible, but only make them more onerous, will in no way be able to give rise to the

renegotiation of the Agreement, nor to the suspension or non-fulfilment of the obligations.

10.1. Any person or company that places orders on behalf of a third-party or with a request that they be invoiced

to a third- party shall act as a guarantor under the provisions of article 5.106 of the Civil Code and shall be personally

liable for payment even if the Seller agreed to such manner of invoicing.

11.1. If any provision of these GTCS is determined to be invalid, illegal or unenforceable, in whole or in part, such

invalidity, illegality or unenforceability shall only affect such provision or part thereof, and the remaining part of such

provision and all other terms of the Agreement shall continue in full force and effect and replaced by valid and

enforceable substitute provision as close as possible to the intended effect and meaning of the invalid/unenforceable

provision.

11.2. Any failure or delay by a party in exercising any right under these GTCS, the exercise or partial exercise of any right

under these GTCS or any reaction or absence of reaction by a party in the event of breach by the other party of one or

more provisions of these GTCS shall not operate or be construed as a waiver (either express or implied, in whole or in

part) of its rights under these GTCS or under said provision(s) or preclude the further exercise of any such rights. Any

waiver of a right must be express and in writing.

If there has been an express written waiver of a right following a specific failure by a party, this waiver cannot be invoked

by the other party in favour of a new failure, similar to the previous one, or of a failure of another nature.

11.3. The Seller shall retain full ownership rights and copyrights to all plans, reports, diagrams, drawings, estimates, and

other documents provided to the Customer. The Customer shall not share, disclose, or distribute any such documents

to third parties without the prior written consent of the Seller. Nothing in these GTCS grants or confers on the Customer

any rights or license in intellectual property rights of any kind. The Seller may, without breaching these GTCS and without

liability to the Customer, refuse to continue deliveries of any products if, in the Seller’s reasonable opinion, the

manufacture, sale, or use of such products would infringe any patent, whether issued now or in the future. The Seller

does not warrant that the Customer’s particular use of the products in any process, or in combination with other

materials not supplied by the Seller, will not infringe upon any patent.

611.4. Customer may not, directly, or indirectly, assign, delegate, subcontract, or otherwise transfer any of its rights or

obligations under the Agreement or any accepted quotation without the prior express and written consent of the Seller.

Seller may, without the prior consent of Customer, by written notice assign or transfer its rights or obligations under the

Agreement or any other accepted quotation, to its affiliates.

12.1. All transactions and Agreements between the parties together with these GTCS, their formation, interpretation

and all other disputes connected therewith, shall be governed solely by Belgian law.

13.1. Any dispute concerning the validity, interpretation, enforcement, performance, or termination of this Agreement,

the GTCS and/or the accepted quotation, shall be submitted to the exclusive jurisdiction of the courts of Leuven.