GENERAL TERMS AND CONDITIONS OF DELIVERY GENIMEDICAL B.V.

Definitions:

In these Sales and Delivery Conditions, the following terms are understood to mean:

GeniMedical: the private limited company GeniMedical B.V., located at Flight Forum 1500, 5657 EZ Eindhoven, registered in the Chamber of Commerce under number 33299059.
Customer: the party that commissions GeniMedical regarding, among other things, the purchase and/or provision of services, or any (legal) person to whom GeniMedical directs its offers, or any (legal) person who has received an offer from GeniMedical for the delivery of goods or services.
In writing: by letter, email, or any other form of communication that can be equated with current societal standards considering the state of technology.
Agreement: the arrangements between the Customer and GeniMedical.
Complaints: any complaints from the Customer about the quality and/or quantity of delivered goods and/or services, and everything related thereto.
GTC: the latest version of these general sales and delivery conditions.

Article 1 – Applicability, exclusion of other conditions
1.1 These terms and conditions apply to all legal relationships between GeniMedical and the Customer (regarding, among other things but not limited to, sales and purchases, offers, deliveries, advice, drawings, descriptions, and all activities in the broadest sense of the word related to the above).

1.2 These conditions also apply to all Agreements with GeniMedical for which third-party services must be involved.

1.3 The applicability of the general terms and conditions or other conditions of the Customer and/or any other party is hereby expressly excluded.

1.4 If one or more provisions of these general terms and conditions are void or nullified, the remaining provisions of these general terms and conditions shall remain fully applicable.

1.5 Deviations from the general terms and conditions are only valid if agreed upon in writing in advance by GeniMedical and the Customer. These deviations do not apply to future legal relationships between GeniMedical and the Customer.

1.6 These general terms and conditions may be amended or supplemented at any time. The amended general terms and conditions shall also apply to existing Agreements, subject to a one-month notice period following written notification of the change.

1.7 Without prior written or electronic consent from GeniMedical, the Customer is not permitted to transfer their rights and obligations under the Agreement to a third party.

1.8 By accepting the offer, placing an order, and/or commissioning the Customer, the Customer waives its general terms and conditions and accepts these GTC.

1.9 These GTC always prevail over any general terms and conditions of the Customer, even if the Customer’s conditions contain a similar priority clause. Every Agreement is entered into under the dissolving condition that these GTC apply.

Article 2 – Offers and quotations
2.1 The quotation is provided in writing or electronically, except in urgent circumstances.

2.2 Drawings, technical descriptions, designs, and calculations, made by or on behalf of GeniMedical, remain the property of GeniMedical. They must not be handed over to third parties or shown with the intent of obtaining a comparable offer. They may not be copied or otherwise reproduced. If no order is placed, these documents must be returned to GeniMedical at the Customer’s expense within 14 days upon request.

2.3 If the offer is not accepted, GeniMedical is entitled to charge the requesting party the costs associated with preparing the offer. GeniMedical incurs costs in preparing an offer. These costs may include, but are not limited to, costs for obtaining (business) information about the Customer, costs for conducting a preliminary investigation related to the Assignment/Agreement, and costs GeniMedical owes to third parties for the Assignment/Agreement or the preliminary investigation. The amount the Customer owes if the offer is not accepted is €100, unless the actual costs of preparing the offer are higher.

2.4 All offers, quotations, and price lists are entirely non-binding unless the offer specifies a term for acceptance. If a quotation includes a non-binding offer and it is accepted, GeniMedical has the right to withdraw this offer within two working days after receiving the acceptance.

2.5 Offers or quotations do not automatically apply to future assignments.

2.6 If the acceptance (whether or not on minor points) deviates from the offer made in the quotation or offer, GeniMedical is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance unless GeniMedical indicates otherwise.

2.7 GeniMedical cannot be held to an offer or quotation if the Customer could reasonably have understood that the offer or part of it contains an obvious error or mistake.

2.8 The images, drawings, dimensions, weight specifications, etc., accompanying an offer are approximations unless GeniMedical has explicitly stated that they are to be considered exact specifications.

2.9 A combined price quotation does not obligate GeniMedical to perform part of the assignment at a corresponding portion of the quoted price.

2.10 If the item ordered by the Customer is not in stock and GeniMedical indicates it cannot deliver, the Customer has the right to terminate the agreement. GeniMedical is in such cases never liable for damages.

Article 3 – The Agreement
3.1 The Agreement is established by the written order confirmation from GeniMedical or by the execution of the requested delivery and/or services by GeniMedical.

3.2 The duration, rate, and further conditions of the assignment are agreed upon (and recorded) in the quotation and/or the order confirmation.

3.3 If an order is placed by two or more Customers, they are jointly and severally liable, and GeniMedical is entitled to demand full compliance from any of them.

3.4 Any verbal promises made by GeniMedical’s subordinates do not bind GeniMedical unless and insofar as they are confirmed in writing by GeniMedical to the Customer.

Article 4 – Provision of Information
4.1. The Client shall provide all data and documents that, in GeniMedical’s opinion, are necessary for the proper execution of the assigned task or that the Client should reasonably understand are essential for the performance of the Agreement, in a timely manner, in the desired form, and in the desired manner.

4.2. The Client guarantees the accuracy, security, and reliability of the data and documents provided to GeniMedical, even if they originate from third parties.

4.3. If requested by the Client, the provided documents will be returned to the Client.

4.4. If the data required for the execution of the Agreement are not provided, not provided on time, or not provided correctly, GeniMedical has the right to suspend the execution of the Agreement and/or charge the Client for the additional costs resulting from the delay at the usual rates.

Article 5 – Execution Period
5.1. If a specific deadline for the completion of certain work or delivery has been agreed within the duration of the Agreement, this is not a strict deadline, even if GeniMedical has regarded it as binding. In the event of exceeding the execution deadline, the Client must notify GeniMedical in writing. GeniMedical must then be given a reasonable period to still perform the Agreement. A period of at least 6 weeks is considered reasonable. If delays occur due to changed circumstances that complicate or delay the import, processing, or shipment of goods to be delivered by GeniMedical, the delivery time will be extended by a reasonable period, taking all circumstances into account.

5.2. If the Client is required to make an advance payment or to provide necessary information for execution, the period for completing the work will not commence until the payment is fully received or the information has been fully provided. Otherwise, the period begins on the day GeniMedical receives what the Client must pay in advance according to the Agreement to start the work.

5.3. GeniMedical is authorized to make partial deliveries.

5.4. GeniMedical is entitled to execute the Agreement in different phases and to invoice each phase separately.

Article 6 – Cost-Increasing Circumstances and Prices
6.1. Cost-increasing circumstances are those:

• that are of such a nature that they could not have been foreseen at the time the Agreement was concluded;
• that cannot be attributed to GeniMedical; and
• that increase the costs of the work/services under the Agreement.

6.2. Cost-increasing circumstances entitle GeniMedical to compensation for the resulting consequences.

6.3. If GeniMedical believes that cost-increasing circumstances have occurred, it must inform the Client as soon as possible, either in writing or electronically.

6.4. Unless explicitly agreed otherwise, the prices quoted by GeniMedical or agreed upon with GeniMedical are exclusive of shipping costs, packaging, VAT, and other government-imposed charges, as well as any other costs incurred in connection with the Agreement (such as travel and accommodation expenses).

6.5. The prices quoted by or agreed upon with GeniMedical are based on the cost price at the time of the quotation or the acceptance of the assignment by GeniMedical. GeniMedical is entitled to increase the sales price later and pass it on to the Client if the price increase results from a legal or regulatory obligation or is caused by an increase in production costs, material costs, raw material prices, wages, import duties, taxes, exchange rate changes, insurance premiums, purchase prices, labor costs, currency fluctuations, or any other cost price components. If GeniMedical increases the price within 3 months of concluding the Agreement, the Client, if a consumer, has the right to terminate the Agreement. The Client acting in the course of a profession or business does not have this right.

6.6. If GeniMedical is confronted with (unforeseeable) cost-increasing factors during the execution of an assignment, it will be entitled to charge these to the Client after notifying them.

Article 7 – Amendment of the Agreement
7.1. If, during the execution of the Agreement, it becomes apparent that changes or additions to the work to be performed are necessary for proper execution, the parties will promptly adjust the Agreement accordingly through mutual consultation.

7.2. If the parties agree to amend or supplement the Agreement, and this affects the completion timeline, GeniMedical will inform the Client as soon as possible.

7.3. If the amendment or addition to the Agreement will have financial or qualitative consequences, GeniMedical will inform the Client in advance.

7.4. If a fixed price has been agreed upon, GeniMedical will indicate the extent to which the amendment or addition to the Agreement will result in exceeding the agreed fixed amount.

Article 8 – Suspension/Termination/Cancellation
8.1. The Agreement is entered into for the duration of the project or assignment described in the Agreement.

8.2. GeniMedical is entitled to suspend the fulfillment of its obligations or to terminate the Agreement, without prejudice to its right to compensation and without being obliged to provide any compensation itself, if: a. The Client fails to fulfill the obligations under the Agreement fully or properly, or if circumstances come to GeniMedical’s attention after the conclusion of the Agreement that provide good grounds to fear that the Client will not fulfill the obligations; b. The Client has been declared bankrupt, has been granted a (temporary) suspension of payment, has become subject to a similar arrangement, or has otherwise wholly or partially lost the free management or control over its assets, regardless of whether this situation is irrevocable; c. The Client has ceased to exist or has been dissolved; d. There is a change in control of the Client; e. If the Client was requested to provide security for the fulfillment of its obligations under the Agreement at the time of closing the Agreement and this security is lacking or insufficient, or if due to delays on the part of the Client, GeniMedical can no longer be reasonably required to fulfill the Agreement under the originally agreed conditions; f. If circumstances arise that make the fulfillment of the Agreement impossible, or if there are other circumstances of such a nature that the continued maintenance of the Agreement cannot reasonably be required from GeniMedical; g. If circumstances arise concerning persons and/or materials used by GeniMedical in the execution of the Agreement, that make the execution of the Agreement impossible or cause it to be excessively burdensome and/or disproportionately costly, such that compliance with the Agreement can no longer reasonably be required.

8.3. In the event of premature termination, GeniMedical retains the right to payment for the invoices for work performed up to that point, without prejudice to its right to compensation. GeniMedical is entitled to reclaim unpaid goods, without prejudice to its right to compensation. Any additional costs incurred will be charged.

8.4. If the Agreement is terminated on the grounds that the Client has failed to meet its obligations, the Client shall reimburse all costs that GeniMedical has directly or indirectly incurred as a result.

8.5. If the Agreement is terminated for reasons other than the Client’s failure to perform, the Client shall pay GeniMedical a reasonable compensation for the losses or lost profits incurred by GeniMedical.

8.6. Any legal claim against GeniMedical for the delivery of documents that GeniMedical has received concerning the assignment expires one year after the termination of the assignment/agreement.

8.7. Complete or partial termination of an Agreement with GeniMedical on the grounds of untimely or improper performance by GeniMedical, or on the grounds of error, by the Client is excluded.

8.8. If GeniMedical suspends or terminates, it is in no way obliged to compensate for damages or costs arising therefrom.

8.9. If the Client is responsible for the termination, GeniMedical is entitled to compensation for all direct and indirect damages incurred.

8.10. Cancellation of the Agreement is not possible. In that case, the Client is obliged to pay the full invoice as well as all costs already incurred by GeniMedical, including any transport and delivery costs, and the reserved labor time for the execution of the Agreement, without prejudice to GeniMedical’s right to full compensation for damages, including lost profits.

8.11. If the Agreement is terminated, GeniMedical’s claims against the Client are immediately due and payable. If GeniMedical suspends the fulfillment of the obligation, it retains its claims under the law and the Agreement.

8.12. If the Client fails to fulfill its obligations arising from the Agreement, GeniMedical is entitled to terminate the Agreement immediately and without any obligation on its part to pay any compensation or indemnity, while the Client is obliged to compensate for damages or indemnities due to default.

Article 9 – Payment
9.1. Payment by the Client must be made, without deduction, discount, or set-off, within 30 days after the invoice date. Payment must be made in euros by transferring to a bank account designated by GeniMedical.

9.2. In the event of non-timely payment by a Client acting in the course of a profession or business, the Client is in default immediately after the payment term has expired. The Client is then immediately liable for extrajudicial collection costs with a minimum of €250, excluding VAT, and for statutory commercial interest.

9.3. All reasonable judicial and extrajudicial (collection) costs incurred by GeniMedical due to the Client’s failure to fulfill payment obligations will be charged to the Client. Extrajudicial costs will be calculated based on what is customary in Dutch collection practice, currently according to the method specified in the Decree on compensation for extrajudicial collection costs, with a minimum of €250, excluding VAT.

9.4. If the delivery of goods or services is postponed at the Client’s request, the Client is immediately liable for the agreed price and GeniMedical is entitled to invoice this amount immediately.

9.5. In the case of a joint assignment, Clients are jointly liable for the payment of the invoice amount for work performed on behalf of the joint Clients, regardless of the name on the invoice.

9.6. The Client’s right to set off claims against GeniMedical and/or to suspend payment of the invoice for any reason is expressly excluded.

9.7. GeniMedical may at any time require full payment in advance or upon delivery.

9.8. The costs associated with payment are the responsibility of the Client.

9.9. GeniMedical has the right to allocate payments made by the Client first to the costs, then to the interest, and finally to the principal amount.

9.10. The full payment claim is immediately due and payable if:

• a payment term has been exceeded by a Client acting in the course of their profession or business;
• in the event of liquidation, bankruptcy, debt restructuring, or suspension of payment by the Client;
• circumstances come to GeniMedical’s attention after the conclusion of the Agreement that provide good grounds to fear that the other party will not fulfill their obligations.

Article 10 – Intellectual Property Rights
10.1. Unless otherwise agreed, all drawings, illustrations, designs, plans, drafts, texts, photos, and other materials or (electronic) files created by GeniMedical in the context of the assignment or the preceding quotation, as well as the related technical information and know-how, and/or other rights of intellectual or industrial property remain the property of GeniMedical, regardless of whether they have been provided to the Client or third parties, whether costs have been charged for them, or whether improvements have been made after the sale, whether at the request of the Client or not.

10.2. The Client may not copy, in whole or in part, the aforementioned materials, nor show, provide to third parties, or otherwise disclose them, nor use or make them available for purposes other than for which they were provided to the Client.

10.3. The Client ensures that no data regarding the manufacturing or construction methods used by the Contractor is used, copied, shown to third parties, or disclosed without its prior express consent, except as strictly necessary for the relevant work.

Article 11 – Delivery
The risk of loss, damage, or depreciation of the goods to be delivered transfers to the Client as soon as the goods have been handed over to the carrier, even if GeniMedical transports the goods using its own means.

Article 12 – Retention of Title
12.1. GeniMedical reserves the title to the goods until the Client has fulfilled all its payment obligations to GeniMedical arising from these terms and conditions or the Agreement to which these terms apply. The Client is deemed to hold the goods for GeniMedical during the retention of title and must store them visibly as the property of GeniMedical. The Client shall not transfer ownership of the goods to third parties or encumber them with third-party rights during the retention of title, except to the extent that the normal course of the Client’s business requires the transfer of goods. The Client must always do everything that can reasonably be expected to secure GeniMedical’s ownership rights. If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Client is obliged to immediately inform GeniMedical. Furthermore, the Client commits to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, as well as theft, and to provide GeniMedical with the insurance policy for inspection upon first request. In the event of any insurance payout, GeniMedical is entitled to these funds.

12.2. If the Client has not fulfilled its payment obligations to GeniMedical by the due date, if there are reasonable grounds to fear that the Client will not fulfill its payment obligations, or if the Client is in default regarding its payment obligations, to the extent that no final payment date is in effect, GeniMedical is entitled to reclaim all goods subject to its retention of title from the Client. The Client hereby grants GeniMedical prior authority to return all relevant goods at the Client’s expense. The Client also gives GeniMedical or its designated representative prior permission to enter its premises, warehouses, factories, construction sites, etc., for the execution of this article.

12.3. The Client commits to:

• Pledge all claims against insurers regarding the goods delivered under retention of title to GeniMedical as prescribed in Article 3:239 of the Dutch Civil Code;
• Pledge the claims the Client obtains against its clients when reselling goods delivered under retention of title by GeniMedical to GeniMedical B.V. in the manner prescribed in Article 3:239 of the Dutch Civil Code;

Article 13 – Default of the Client
13.1. If the Client fails to pay what is owed to GeniMedical under the Agreement, or if GeniMedical has reasonable grounds to believe that the Client will not pay what is due in a timely manner, GeniMedical is entitled to demand sufficient security from the Client.

13.2. If the Client fails to fulfill any obligation resting upon them, GeniMedical is entitled to suspend the work until the Client has complied with this obligation, or to terminate the work in an incomplete state, provided that GeniMedical has previously notified the Client in writing or electronically of the consequences of non-compliance. The provisions of the previous sentence do not affect GeniMedical’s right to compensation for damages, costs, and interest.

13.3. If the Client is declared bankrupt, requests a suspension of payments, or if a third party places any lawful seizure on them, unless this seizure is lifted within one month, with or without security, GeniMedical is entitled to suspend the work without further notice or to terminate the work in an incomplete state, with the Client being liable for all damages incurred as a result.

13.4. If there is a suspension or termination in an incomplete state based on this article, GeniMedical is entitled to suspend the work without further notice or to terminate the work in an incomplete state.

Article 14 – Cancellation
14.1. If a Client wishes to cancel after an Agreement has been established, the full order price (including VAT) will be charged as cancellation costs. The Client is obliged to fully compensate GeniMedical.

14.2. If the Client refuses to accept goods already purchased by GeniMedical upon cancellation, the Client must pay all costs arising from this to GeniMedical.

14.3. The Client is in all circumstances obliged to accept the goods.

Article 15 – Advance Payment and Security
GeniMedical is always entitled to demand advance payment or security before proceeding with or continuing its performance under the Agreement. If the Client fails to provide the requested advance payment or security, GeniMedical’s obligation under the Agreement is deemed to have lapsed, without prejudice to GeniMedical’s right to compensation for damages, costs, and interest by the Client.

Article 16 – Confidentiality and Privacy
16.1. The Client commits to confidentiality regarding all confidential information and data originating from or related to GeniMedical, insofar as this information and data has become known to the Client in the context of the quotation or assignment.

16.2. GeniMedical has the right to disclose the existence of the Agreements made between GeniMedical and the Client in publications, interviews, etc.

16.3. Both parties commit to act in accordance with the legislation regarding the protection of personal data. The parties will act in accordance with the Data Breach Notification Policy of the Dutch Data Protection Authority, the GDPR, and the Implementation Act GDPR.

16.4. GeniMedical is not liable for fines or claims if the Client fails to comply with the obligations under the legislation regarding the protection of personal data.

Article 17 – Complaints
17.1. The Client is obliged to examine the delivered goods or have them examined immediately upon receipt, or upon completion of the relevant work. The Client should check whether the quality and/or quantity of the delivered goods correspond to what has been agreed upon and meets the requirements agreed upon by the parties. Complaints regarding the work performed and/or the invoice amount must be communicated to GeniMedical within 7 days after the receipt date of the documents or information concerning which the Client is complaining, or within 7 days after the discovery of the defect, provided that the Client demonstrates that they could not reasonably have discovered the defect earlier, otherwise the right to complain will lapse.

17.2. If no complaints are made within the aforementioned period, the goods and services will be deemed to comply with the agreement regarding the observable aspects, and any rights and claims of the Client due to non-conformity will lapse, regardless of whether GeniMedical was aware of the deviation and regardless of whether it concerns a promised quality.

17.3. Complaints as mentioned in the first paragraph do not suspend the Client’s payment obligation.

17.4. If a complaint is not made in time, all rights of the Client related to the complaint (including, but not limited to, repair, replacement, or compensation) will lapse.

17.5. The Client is obliged to accept the goods to be delivered and/or the work performed.

17.6. If it is established that a good is defective and a timely complaint has been made regarding this, GeniMedical will replace the defective good within a reasonable time after receiving it back, or, if returning is not reasonably possible, after receiving written notification of the defect from the Client, at GeniMedical’s choice, or ensure its repair, or provide a replacement compensation to the Client. In case of replacement, the Client is obliged to return the replaced good to GeniMedical and transfer ownership of it to GeniMedical, unless GeniMedical indicates otherwise.

17.7. If it is determined that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by GeniMedical, will be entirely borne by the Client.

17.8. Notwithstanding statutory limitation periods, the limitation period for all claims and defenses against GeniMedical and third parties involved by GeniMedical in the performance of an agreement is one year.

Article 18 – Liability
18.1. If an error occurs due to the Client providing GeniMedical with incorrect or incomplete information, GeniMedical is not liable for any damage caused thereby. The Client indemnifies GeniMedical against claims from third parties for damage caused by the Client providing incorrect or incomplete information to GeniMedical, unless the Client demonstrates that the damage is not related to any culpable act or omission on their part or was caused by intent or gross negligence of GeniMedical.

18.2. GeniMedical is solely liable for direct damage. It is never liable for indirect damage, including but not limited to: business damage, loss of production, consequential damage, additional costs of purchasing elsewhere, reconstruction of lost information, fines, discounts, loss of revenue and/or profit, costs incurred in the execution of the object, depreciation of products, missed savings, and damage due to business interruption.

18.3. GeniMedical’s liability for direct damage due to attributable failure in the performance of an Agreement only arises if the Client promptly and properly notifies GeniMedical in writing of the default, providing a reasonable period for remedying the default, and GeniMedical continues to fail in fulfilling its obligations after that period. The notice of default must contain a detailed description of the default so that GeniMedical can respond adequately.

18.4. If GeniMedical is liable to the Client for any reason and this liability is established, GeniMedical’s liability shall at all times be limited to the amount that GeniMedical’s insurer pays in such cases, increased by the amount of GeniMedical’s deductible. If the insurance does not pay anything, but GeniMedical’s liability is nonetheless established, GeniMedical’s liability shall at all times be limited to the invoice amount. In no event shall the total compensation for damage exceed €10,000 per claim (even if the invoice amount is higher). If there are multiple claims, the total compensation for damage shall never exceed €50,000 per calendar year.

18.5. GeniMedical is not liable for damage to third-party goods that GeniMedical has for processing or storage.

18.6. The Client is responsible for the construction and methods prescribed by or on behalf of them, as well as for the orders and instructions given by or on behalf of them. The Client is also responsible for verifying whether the products/services provided by GeniMedical comply with the regulations of the country where the Client is located. GeniMedical cannot be held liable for this in any way.

18.7. The limitation of liability does not apply in cases of intent and/or willful recklessness.

18.8. If the Client defaults on properly fulfilling their obligations to GeniMedical, the Client is liable for all damage directly or indirectly caused to GeniMedical as a result.

18.9. The right to compensation for damage lapses if no claim is made in writing within seven days after the discovery of the damage. Damage is not eligible for compensation if it becomes apparent later than twelve months after the delivery of the relevant goods or the notification that a service has been performed.

18.10. Third parties involved in the execution of the agreement who also belong to the group to which GeniMedical belongs may assert against any claim from the Client the same defenses that GeniMedical can assert under these general terms and conditions.

18.11. GeniMedical and the aforementioned third parties cannot collectively be liable for a higher compensation than the maximum amount that can be claimed from GeniMedical alone.

18.12. The Client indemnifies GeniMedical against any claims from third parties suffering damage in connection with the execution of the agreement, where the cause is attributable to parties other than GeniMedical. If GeniMedical is approached in this regard by third parties, the Client is obliged to assist GeniMedical both extrajudicially and legally and to promptly do everything that can reasonably be expected of them in that case. If the Client fails to take adequate measures, GeniMedical is entitled, without further notice of default, to take such measures itself. All costs and damages incurred by GeniMedical and third parties as a result shall be entirely at the Client’s expense and risk.

Article 19 – Force Majeure
19.1. GeniMedical is entitled to invoke force majeure if the performance of the agreement is wholly or partially, temporarily or permanently, impeded or complicated by circumstances beyond its control, including but not limited to strikes, business blockades, employee illness, operational disruptions, accidents, seizures, shortages of raw and auxiliary materials, weather conditions, semi-finished products, materials, supplies, and/or energy, delays or failures in delivery by suppliers, transport disruptions, war, (the consequences of) pandemics, import and export restrictions, natural disasters, fire, or other destruction of GeniMedical’s or its suppliers’ facilities or warehouses, lack of transportation, and governmental measures of any kind. GeniMedical also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after GeniMedical was supposed to fulfill its obligation.

19.2. In the event of force majeure on the part of GeniMedical, its obligations are suspended. If the force majeure lasts longer than two months, both GeniMedical and the Client are entitled to terminate the agreement for the unperformable portion by means of a written statement, without being liable for any damages.

19.3. If GeniMedical has already partially fulfilled its obligations at the onset of force majeure, or can only partially fulfill its obligations, it is entitled to invoice the delivered or deliverable portion separately, and the counterparty is obliged to pay this invoice as if it were a separate agreement.

19.4. GeniMedical can never be held liable for non-performance of the agreement due to force majeure.

Article 20 – Limitation Period
Unless otherwise stipulated in these general terms and conditions, the Client’s claims and other rights against GeniMedical in connection with the performance of work by GeniMedical shall expire after one year from the moment the Client became aware or reasonably could have become aware of the existence of these rights and powers.

Article 21 – Import and Export
21.1. The Client is responsible for obtaining all necessary import and/or export permits and complies with all relevant regulations for import and export, enabling GeniMedical to perform the Agreement.

21.2. The Client must inform GeniMedical in writing of all relevant regulations applicable to the delivery regarding import and/or export controls, existing prohibitions, or admission requirements.

21.3. The Client guarantees compliance with all relevant provisions regarding import and export controls and will obtain all necessary import or export permits.

21.4. If delivery is subject to conditional approval, the Client shall cooperate and make every effort to obtain this approval, providing GeniMedical with all necessary information and documents.

21.5. If the Client violates the aforementioned provisions and GeniMedical is held liable as a result by a third party, GeniMedical has the right to terminate the Agreement. The Client shall compensate GeniMedical for any damage incurred due to the violation of the aforementioned provisions and/or the termination of the Agreement.

21.6. If delivery by GeniMedical becomes impossible after the Agreement is concluded due to an import or export restriction (e.g., based on an embargo or tightening of an embargo) or other government-imposed restrictions, GeniMedical has the right to terminate the Agreement without being liable for damages.

Article 22 – Defects
22.1. In the event of defects, the Client generally has the right to repair. The Client must grant GeniMedical a reasonable period for this repair. A period of less than six weeks shall never be considered reasonable. If GeniMedical fails to perform within this reasonable period, or if it ultimately fails after three unsuccessful repair attempts, the Client may claim an adjustment of the charged amount, re-performance of the rejected work, or partial non-performance of the order with a proportional refund of any amounts already paid.

22.2. Any form of the aforementioned solutions becomes void if a defect arises due to improper or inappropriate use, incorrect storage or maintenance by the Client and/or third parties, or if the Client or third parties have made or attempted to make modifications to the goods without GeniMedical’s written consent, or if the goods were processed or treated in a manner other than prescribed.

22.3. Transport, accommodation, and travel costs are the responsibility of the Client.

22.4. Timely complaints do not suspend the Client’s payment obligation. The Client remains obliged to accept and pay for the other ordered goods and for the services commissioned from GeniMedical.

Article 23 – Applicable Law; Competent Court; Final Provisions
23.1. These terms and the Agreement to which they apply, as well as the Agreements arising therefrom, are governed by Dutch law, with the exclusion of the Vienna Sales Convention.

23.2. Disputes arising between GeniMedical and the Client shall be submitted to the District Court of East Brabant.

23.3. The Dutch text of these general terms and conditions shall always be decisive for their interpretation.

23.4. If one or more provisions of these general terms and conditions are declared invalid by law or are otherwise found to be unenforceable for any reason, the validity of the remaining provisions shall not be affected. In such a case, the parties shall consult to replace the unenforceable provision(s) with a provision that is enforceable and deviates as little as possible from the unenforceable provision(s), considering the purpose and intent of that provision and these general terms and conditions.