GENERAL CONDITIONS OF SALE AND DELIVERY

DEFINITIONS

Article 1

1. In these General Terms and Conditions, UROSCIENCES is understood to mean a private-limited company UROSCIENCES b.v., with its registered office at Steenoven 4 B, 3911 TR in Rhenen and listed in the Commercial Register under number 63789108. 
2. In these General Terms and Conditions, the Customer is understood to mean any natural or legal person with whom UROSCIENCES has entered into a contract for the supply products and/or services or with whom UROSCIENCES has spoken to.

GENERAL APPLICABILITY

Article 2

1. These General Terms and Conditions apply to all offers, purchase agreements and deliveries of UROSCIENCES' products and services to Customers.
2. The Customer's Terms and Conditions are hereby rejected and are not applicable to the relationship with UROSCIENCES.
3. If, in the opinion of the court, a provision in these General Terms and Conditions is not applicable, then this shall only apply to the provision in question. These General Terms and Conditions shall continue to apply in full.

OFFERS AND PRICES

Article 3

1. All offers by UROSCIENCES are without any obligation and may be revoked, unless the offer contains a period for acceptance during this period.
2. Any images, drawings, measurements and weight specifications etc. that UROSCIENCES provides are nonbinding and only intended to provide a general indication of the product and/or service offered by UROSCIENCES.
3. UROSCIENCES has the right to adjust the prices or parts thereof based on changes to price-determining factors - like raw-material prices, wages and exchange rates - for products and/or services that have not been supplied and/or paid yet
4. All mentioned prices are excluding Dutch VAT (BTW).

DELIVERY AND TRANSPORT

Article 4

1. Products will be delivered to the Customer's delivery address carriage paid, subject to the condition that UROSCIENCES may charge transport and administrative costs for products valued up to €250.00, for costs incurred. The products will be transported at UROSCIENCES' risk.
2. UROSCIENCES may choose the method of transport at its discretion. If the Customer desires a different method of transport, the Customer will be charged for the extra costs and the products will be transported at their risk.
3. Indicated delivery times are never strict deadlines.

ADDITIONAL WORK/LESS WORK

Article 5

1. UROSCIENCES is only obliged to carry out the work that is stated explicitly in the Order Confirmation, or agreed by UROSCIENCES.
2. All changes to the work specified in the order, either following a special instruction by the Customer, or due to the fact that the provided information is not in accordance with the actual implementation of the instruction, or due to any other reason resulting in additional costs, are considered additional work and less work in as far as this results in lower costs.
3. Additional work will be calculated based on price-determining factors that apply at the time of performing the additional work. Less work will be settled based on the price-determining factors that apply at the time of entering into the agreement.

PAYMENT

Article 6

1. Payment must be made without settlement in euros by transferring the amount to UROSCIENCES' bank account.
2. The Customer must pay the invoice amounts within the payment term agreed with UROSCIENCES, and no later than 30 days after the invoice date. This payment term is considered a final deadline. If the Customer fails to pay on time or the full amount, they will owe UROSCIENCES the commercial trade interest in accordance with Book 6 under Section 119a of the Dutch Civil Code.
3. All collection charges, including extrajudicial costs, will be charged to the Customer. The extrajudicial costs will be set at, at least 15% of the amounts owed in the principal sum.
4. Every payment by the Customer shall firstly be applied to settle the payment of the payable interest and lastly to pay the principal sum due.
5. UROSCIENCES reserves the right to refuse delivery for business reasons. UROSCIENCES is entitled to suspend the fulfilment of its obligations for business reasons - also during the performance of the agreement - until the Customer has provided security for fulfilment of its payment obligations at UROSCIENCES' request.

RETENTION OF OWNERSHIP

Article 7

1. The property right to the products will be transferred to the Customer after they have met all their obligations towards UROSCIENCES, in particular regarding payment of the purchase price, payable interest due, costs and any compensation of damages.
2. Contrary to the provisions in Article 7.a, the Customer is solely entitled to take possession of the products as part of its normal business activities. The Customer is not entitled to pledge the products or to establish any limited rights on them. The Customer must immediately notify UROSCIENCES if a third party makes a claim to products belonging to UROSCIENCES.
3. In addition to the aforementioned property right referred to in Article 7.a, the Customer undertakes to reserve a non-possessory pledge on behalf of UROSCIENCES on products transferred by UROSCIENCES - at its request - as security for all existing and future claims that UROSCIENCES lodges against the Customer.
4. In the cases referred to in Article 10, UROSCIENCES is entitled to remove products that it owns from the location where they are stored by or on behalf of the Customer. UROSCIENCES has the right to either retain possession of the products until it receives full payment of the amount owed, including interest, costs and compensation, or to sell the products to third parties, in which case the net proceeds will be deducted from the amount owed by the Customer.

COMPLAINTS

Article 8

1. The Customer is obliged to check whether the delivery is in accordance with his or her order upon delivery and taking delivery of the products. If any defect or shortcoming is established, the Customer must notify UROSCIENCES in writing, stating the reasons, within two working days.
2. UROSCIENCES will only accept complaints concerning delivered products if it receive a written notice, stating the reasons, within eight (8) days after the day that Customer could have reasonably detected the defect. In the event of a complaint regarding an invoice or invoices, UROSCIENCES must be notified in writing stating the reasons no later than on the expiry date of the invoice. After expiry of these periods, the Customer is considered to have unconditionally accepted the delivered products and/or the invoices.
3. The Customer is obliged to observe the rules regarding the method of transport and internal transport, storage and handling of the delivered products.
4. In order to return products, the Customer must request UROSCIENCES' prior written approval stating the reasons.
5. UROSCIENCES will only accept returned products, following a legitimate complaint made in accordance with the provisions in this article, if the products are returned in their packaging and in the same condition they were in at the time of delivery.
6. The submission of complaints does not exempt the Customer from their obligation to pay.

LIABILITY

Article 9

1. UROSCIENCES accepts no liability whatsoever for delivered products and services, unless Customer shows that the damage was due to intent or gross negligence on the part of UROSCIENCES, and that Customer has taken all reasonable precautionary measures and acted in accordance with UROSCIENCES' regulations and instructions.
2. If the Customer proves that the damage referred to in paragraph a of this article was due to intent or gross negligence on the part of UROSCIENCES, the payable compensation will be limited to the invoice amount of the [(the packaging of)] product that caused the damage.
3. Any statements by or on behalf of UROSCIENCES concerning the quality, composition, handling in the broadest sense of the meaning, applications and properties, and so forth, of the products, do not serve as guarantees.
4. UROSCIENCES is not liable for any indirect or consequential damage or loss. The Customer indemnifies UROSCIENCES against all claims from third parties for any future losses or losses suffered concerning products and/or services that UROSCIENCES supplies to Customer, with due observance of this article.

DISSOLUTION AND SUSPENSION

Article 10

All claims by UROSCIENCES may be demanded immediately and in full if the Customer fails to meet their obligations, files for bankruptcy, requests a suspension of payment, or loses the power to dispose of their capital or part of part, or risks doing so. In that case UROSCIENCES has the right to immediately dissolve or suspend the agreement, without prejudice to its rights to seek payment of the purchase price, interest, costs and damages.  

BRANDS AND TRADE NAME

Article 11

The Customer may not use UROSCIENCES' trade names, brands and packaging without its written permission and without following its instructions. The Customer undertakes to closely follow UROSCIENCES' instructions regarding the use of trade names, brands and packaging. UROSCIENCES will not transfer any rights arising from intellectual and industrial property rights, including patents, licences, copyrights, trademarks and trade name rights to the Customer.

HARDSHIP CLAUSE

Article 12

If the circumstances existing between parties at the time of the formation of the agreement have changed considerably, such that compliance with one or more provisions in this Agreement can no longer reasonably be desired, then parties shall consult with regard to an interim change to this Agreement.

SOFTWARE AND PROGRAMS

Article 13

UROSCIENCES does not supply separate software or computer programs. All supplied software or computer programs are always part of the supplied products (hardware). Neither the Customer nor UROSCIENCES will exchange any data through the use of the supplied hardware.

APPLICABLE LAW AND COMPETENT COURT

Article 14

Dutch law applies to all transactions. The applicability of the Vienna Sales Convention is excluded. All disputes arising between UROSCIENCES and the Customer which cannot be resolved by agreement, will be submitted to the competent court in Utrecht, or, at UROSCIENCES' discretion, to the competent court in the Customer's place of residence.

ENTRY INTO FORCE

Article 15

These General Terms and Conditions apply to all agreements referred to in Article 2 subject to the revocation of UROSCIENCES' prior General Terms and Conditions.