· These terms and conditions are applicable to all offers and to all sale and purchase agreements and/or to all agreements for the development and/or manufacture of goods, as also to all agreements for the performance of assembly, installation, maintenance and/or repair activities or the provision of courses, trainings and seminars of Jasca Group B.V. as well as all companies affiliated therewith, having its registered office in Ootmarsum, hereinafter referred to as: "Jasca".

· The buyer and/or the client shall hereinafter be referred to as: the "other party".

· In these general terms and conditions "in writing" is understood as by post, by email, by facsimile or by any other manner of communication that can in view of the state of the art and according to generally accepted standards be put on part with the same.

· In these general terms and conditions "assignment" is understood as an assignment given by the other party and/or stipulated between the parties concerning the development or manufacture of (customised) goods.

· In the general terms and conditions "goods" is understood as the machines or installations delivered by Jasca from stock as well as machines, installations and/or constructions that are under the authority of the other party manufactured for a specific purpose in a customised manner as well as all components pertaining thereto and/or the components, materials and associated necessities to be used during the performance of the activities.

· In these general terms and conditions "object" is understood as the machine, construction, installation or other object in which or at which the goods are installed and/or the maintenance and/or repair activities are carried out.

· Recommendations, calculations, drawings, designs, training material, other documentation and the like manufactured by Jasca and/or to be supplied by the other party shall hereinafter be referred to as the "documents". These documents can be established both in writing and on other data carriers, e.g. CD-ROMs, DVDs, USB sticks and the like.

· The possible non-applicability of a (part of a) provision of these general terms and conditions shall not affect the applicability of the other provisions.

· These general terms and conditions are also applicable to repeat and/or follow-up orders and/or to repeat and/or follow-up assignments originating from the agreement.

· If Jasca has already provided these general terms and conditions to the other party on multiple occasions then there shall be question of a durable trading relationship. In that case there is no need for Jasca to time and time again render the general terms and conditions available in order to establish applicability to subsequent agreement.

Article 2: Assignments, conclusion of agreements

· The agreement is concluded after the other party has accepted the offer made by Jasca, even if the acceptance deviates from the offer on subordinate points. When the acceptance of the other party does, however, deviate from the offer on significant points then the agreement is only concluded if Jasca expressly agrees with these deviations in writing.

· If the other party gives an assignment to and/or places an order with Jasca without a prior offer from Jasca then Jasca shall only be bound by this assignment and/or order after it has confirmed this to the other party in writing.

· Changes in an already granted assignment and/or order must take place in writing and must be accompanied by a clear description of the changes. The aforementioned changes as well as additions to or changes in the general terms and conditions shall only have binding effect on Jasca after it has confirmed this to the other party in writing.

· Jasca is only bound by oral arrangements after it has confirmed these to the other party in writing or as soon as Jasca – without objections of the other party – started the implementation of these arrangements.

Article 3: Proposals, offers

· All proposals and/or offers of Jasca are without engagement, unless they contain a deadline for acceptance. If a proposal and/or offer contains an offer without engagement and this offer is accepted by the other party then Jasca is entitled to revoke the offer within 2 workings days after receipt of the acceptance.

· A composite quotation does not oblige Jasca to deliver a part of the offer included in this quotation against a corresponding part of the price.

· If the offer is based on information furnished by the other party and this information appears to be incorrect or incomplete or is changed afterwards then Jasca is entitled to revise the prices, fees and/or delivery deadlines specified in the offer.

· Proposals, offers, prices and fees are not automatically applicable to repeat orders and/or new assignments.

· Demonstrated and/or supplied models and samples, as well as indications of colours, capacities, functionalities, dimensions, weights and other descriptions in brochures, promotional material and/or the website of Jasca are as accurate as possible but are only valid approximately. The other party cannot derive any rights from this.

· The models and samples intended in the previous paragraph remain the property of Jasca and must on demand be returned to Jasca at the expense of the other party.

· Jasca is entitled to charge the costs associated with the proposal and/or offer to the other party, provided it pointed the other party to these costs in writing in advance.

· If the other party does not accept a proposal and/or offer then it is obliged to on demand of Jasca return the documents delivered with this proposal and/or offer to Jasca.

Article 4: Compensation, prices, fees

· The prices and/or fees specified in proposals, offers, price and/or fee lists are excluding VAT, customs duties and/or other levies and taxes as well as possible costs, e.g. shipping costs, transport costs, travel and accommodation expenses, loading and unloading charges, assembly and installation costs, packing, administration costs and expenses claims of hired third parties.

· Jasca is entitled to increase a stipulated fixed fee and/or price for the goods if it becomes apparent during the implementation of the agreement that the stipulated and/or expected quantity of work was not properly estimated by the parties at the time of conclusion of the agreement, this incorrect estimate cannot be blamed on an attributable shortcoming on the part of Jasca and it can within reason neither be expected of the same to carry out the activities against the stipulated compensation.

· Unless the parties have stipulated a fixed fee and/or a fixed price for the installation and assembly activities and/or the repair and/or maintenance activities, Jasca shall calculate its compensation for these activities on the basis of the number of dedicated hours upon application of the stipulated hourly fee and/or the common hourly fee of Jasca.

· Unless expressly stipulated otherwise in the proposal or offer, the compensation for the performance of assembly and/or installation activities does not include:

a) the performance of breaking, foundation work, masonry and repair activities or other structural activities and/or utility activities of any nature whatsoever;

b) the costs of possibly required pulley tackles, hoisting and lifting devices.

· The hourly fees are applicable to normal working days which is understood as from Monday through Friday (with the exception of recognised public holidays) between the hours stipulated between the parties.

· In case of emergency assignments or if the activities must at the request of the other party take place beyond the working days specified in paragraph 4 of this article, then Jasca is authorised to charge a surcharge over the stipulated hourly fee.

· If (cost) price increasing circumstances occur on the part of Jasca between the date of the conclusion of the agreement and the implementation thereof as a result of legislation and regulations, exchange rate fluctuations, price changes at the third parties hired by Jasca or suppliers or changes in the prices of the required materials, tools, and the like then Jasca is entitled to increase the stipulated price accordingly and to charge this to the other party.

Article 5: Involvement of third parties

· If so required for a proper implementation of the agreement then Jasca is entitled to have specific deliveries and/or activities carried out by third parties. All at the discretion of Jasca.

Article 6: Obligations of the other party

· The other party must ensure that:

a. it timely renders all data, approvals (e.g. permits, exemptions, decrees, and the like) and documents required in connection with the implementation of the agreement available to Jasca in the manner desired by Jasca;

b. data carriers, electronic files, and the like possibly supplied to Jasca by the other party are free from viruses and/or defects;

c. it timely renders all components, materials, semi-manufactures, and the like of which the parties have stipulated that the other party shall deliver these available to Jasca in a good state;

d. if (a part of) the assignment needs to be carried out at the location of the other party Jasca shall have access to this location at the stipulated dates and times and this location shall comply with the applicable statutory (safety) requirements;

e. the access roads to the work location are suitable for the necessary transport;

f. the objects in which or at which Jasca must carry out the activities are rendered available to Jasca at the stipulated time and are available and in such state that the activities can be carried out and/or continued in an undisturbed manner;

g. Jasca can timely dispose of sufficient opportunities for supply, storage and/or disposal of the goods, materials and tools;

h. the third parties hired by the same carry out their activities and/or deliveries such and in a timely fashion in order that Jasca is consequently not hindered and is not experiencing a delay in the implementation of the agreement. Labour hours possibly lost as a consequence thereof are at the expense of the other party;

i. at the work location Jasca can dispose of (sufficient connection possibilities for) electricity, pressurised air, gas and water. The costs hereof are at the expense of the other party. Lost labour hours as a result of a failure in the water, pressurised air, gas or power supply are also at the expense of the other party;

j. the work location is equipped with proper lighting and sufficient heating;

k. the work location is in such state that Jasca can carry out and/or continue its activities in an undisturbed manner;

l. there are sufficient facilities available at the relevant location for the collection of waste;

m. there is an area available at the work location where the goods, tools, machines, materials, and the like can be stored and/or locked without damage and/or theft of these goods, and the like can take place;

n. the facilities within reason otherwise desired by Jasca and/or its subcontractors are present at the work location, without any associated costs;

o. prior to the start of the activities Jasca is informed of the positioning of cables, pipes, and the like that are already present at the work location.

· The other party ensures that the data, approvals and documents provided by the same are correct and complete and indemnifies Jasca against claims of third parties that originate from the data not being correct and/or complete.

· If Jasca, for any reason whatsoever, cannot carry out the stipulated assembly, installation, maintenance and/or repair activities consecutively then the costs of possible waiting hours or additional labour hours are at the expense of the other party.

· The other party is liable for loss and/or theft of and/or other damage to the goods, tools, machines, materials, and the like used and/or stored at the other party by Jasca, which also includes damages resulting from imperfections, defects, and the like at the work location.

· If the obligations laid down in this article are not complied with in a timely fashion then Jasca is entitled to suspend the implementation of the agreement until the other party has complied with all its obligations. The costs in connection with the incurred delay and/or the costs for the performance of additional activities and/or other consequences deriving there from are at the expense and risk of the other party.

· If the other party does not comply with its obligations and Jasca fails to claim compliance from the other party then this shall not affect the right of Jasca to yet claim compliance at a later date.

Article 7: Confidential information

· The parties commit to back and forth abide by confidentiality with regard to all information that they obtain from the other party within the framework of the conclusion and the implementation of the agreement and/or in respect of the other party and of which the other party has indicated that it regards confidential information and/or of which it knew or should within reason have known that said information had to be treated confidentially. The parties shall only disclose this information to third parties to the extent that this is required for the implementation of the agreement.

· The parties shall impose all reasonable precautionary measures to keep the confidential information secret and guarantee that their employees and/or other persons who are under their responsibility involved in the implementation of the agreement shall also comply with this confidentiality obligation.

· The confidentiality obligation is not applicable if one party or both parties is and/or are held to disclose the confidential information in pursuance of legislation and/or regulations or a judicial order and can in connection therewith not rely on a statutory or by the court permitted right of non-disclosure. This exception is also applicable to employees and/or other persons as intended in paragraph 2 of this article.

· Jasca is at all times allowed to publish about the stipulated activities, the methods and procedure used or the goods manufactured in connection therewith. Jasca is also always entitled to reuse the methods, procedures, (partial) analyses, and the like manufactured and/or developed in connection therewith, provided the privacy of the other party remains guaranteed.

Article 8: Risk of the storage of information

· Jasca shall store and keep all information and/or documents received from the other party accurately during the term of the agreement. Jasca is, however, never liable for loss or destruction of this information and/or these documents, unless this can be blamed on intent and/or wilful recklessness of Jasca or its managing staff at board level. The other party must at all times ensure that it keeps the original or a copy of the information and/or documents supplied to Jasca.

Article 9: Delivery, (completion) delivery times

· Stipulated (completion) delivery times can never be considered to be fatal deadlines. If Jasca does not or untimely comply with its delivery obligations by virtue of the agreement and/or does not or untimely comply with its obligations with regard to the implementation of an assignment then it must be given written notice of default by the other party during the course of which it is granted a reasonable period to yet comply with its obligations.

· Jasca is entitled to deliver and/or implement the assignment in parts during the course of which each and every partial delivery and/or partial performance can be invoiced by Jasca separately.

· Delivery takes place ex works. The risk with regard to the delivered goods transfer to the other party at the moment of delivery. In these general terms and conditions the moment of delivery is understood as the moment when the goods to be delivered leave the office building or warehouse of Jasca or the moment when Jasca communicated to the other party that these goods can be picked up by the same.

· Contrary to the previous paragraph the risk for the goods required during the performance of the activities that are brought along by Jasca transfers to the other party at the moment that these goods arrive at the location of the other party.

· Shipment and/or transport of the ordered goods takes place in a manner to be determined by Jasca but at the expense and risk of the other party. Jasca is not liable for any damages of any nature whatsoever – whether or not to the goods themselves – that are related to the shipment and/or the transport.

· If it appears to be impossible on account of a cause that falls within the control of the other party to carry out the activities and/or to deliver the ordered goods to the other party or if the goods are not picked up then Jasca is entitled to store the goods and/or the materials and/or the components purchased for the implementation of the agreement at the expense and risk of the other party. Unless Jasca has expressly imposed another deadline in writing, the other party must enable Jasca within 1 month after the notification of the storage to yet carry out the activities and/or to yet deliver the goods and/or the other party must yet pick up these goods within this deadline.

· If the other party fails to comply with its obligations after expiry of the period intended in paragraph 6 of this article then the other party is immediately in default. Jasca is then entitled to dissolve the agreement either in whole or in part with immediate effect and without judicial intervention by means of a written statement and to sell the goods to third parties. All without Jasca being held to pay compensation for damages, costs and interest.

· The foregoing does not affect the obligation of the other party to pay compensation for possible (storage) costs, default interest, lost profit or other damages.

Article 10: Progress, implementation of the agreement

· If the start, progress of completion of the work and/or the stipulated delivery of goods is delayed on account of the fact that:

a. Jasca did not receive all necessary data and/or documents from the other party in a timely fashion;

b. Jasca did not receive the possibly stipulated (advance) payment from the other party in a timely fashion;

c. there is question of other circumstances that are at the expense and risk of the other party;

then Jasca is entitled to postpone the (completion) delivery and is Jasca entitled to such extension of the (completion) delivery time as reasonably derives from those circumstances and it is authorised to charge the costs and damages, e.g. waiting hours, that are associated therewith to the other party.

· If an assignment is carried out in phases then Jasca is entitled to suspend the implementation of the components that pertain to a following phase until the other party approved the results of the previous phase. The costs and damages deriving there from are at the expense of the other party.

· Jasca is obliged to point the other party to imperfections, errors, defects, and the like in documents, raw materials, materials, semi-manufactures, and the like supplied and/or delivered by or on behalf of the other party for the benefit of the implementation of an assignment. All to the extent that such imperfections, errors, defects, and the like bear relevance to the implementation of the assignment and Jasca is or can be familiar with the same.

· If it becomes apparent during the implementation of an assignment that it cannot be carried out in the stipulated manner as a result of unforeseen circumstances then Jasca shall enter into discussions with the other party about a change of the assignment. Jasca shall inform the other party about the consequences of the change for the stipulated fee and the stipulated delivery times. If the implementation of the assignment has become impossible as a result thereof then Jasca shall in any case be entitled to complete compensation for the activities and the deliveries already carried out by the same.

· The other party shall always accurately check each and every draft version of designs to be manufactured by Jasca and to forthwith communicate its reaction to Jasca. Where necessary, the draft is revised by Jasca and again presented to the other party for approval. Jasca is entitled to desire that the definitive version of the prepared documents is initialled for approval on each and every page by the other party or that the other party signs a written statement of approval of the definitive version.

Article 11: Packing

· If the goods are delivered by Jasca in packing that is meant for multiple use then the packing remains the property of Jasca. This packing cannot be used by the other party for purposes other than for which it is meant.

· Jasca is authorised to charge a fee to the other party for this packing. If the packing is returned by the other party postage paid within the stipulated period then Jasca is obliged to take the packing back and to repay the fee charged to the other party.

· If packing is damaged, incomplete or lost then the other party is liable for these damages and its right to repayment of the fee expires.

· If the damages intended in paragraph 3 of this article exceed the charged fee then Jasca is entitled not to take back the packing. Jasca can then charge the packing to the other party at cost price minus the fee paid by the other party.

· If packing is meant for single use then Jasca does not need to take back the packing and it is authorised to leave this packing behind at the other party. Possible costs for the disposal of this packing are then at the expense of the other party.

Article 12: Completion and approval

· If the agreement (also) comprises the performance of the necessary assembly, installation, maintenance and/or repair activities then Jasca is held to communicate to the other party that the technical installation and completion and/or the maintenance and/or the repair of the goods have been completed and that the goods are in working order, i.e. functionally ready to be commissioned.

· The other party shall then test the technical functioning of the goods and check the specifications, features, qualities, and the like stipulated for the same before actually (re-) commissioning the object.

· If the other party observes errors and/or imperfections during the testing then the other party shall forthwith communicate this to Jasca and object in writing. The other party shall then give Jasca the opportunity to adjust the goods and/or take other measures to meet the objections. The other party shall then again test and check the goods after which the functional delivery has been completed.

· In this context objections are not possible with regard to aspects that shall further be discussed in the process of fine tuning.

· The other party is held to declare to Jasca in writing that the (completed) delivered goods are approved by signing the work order and/or the delivery protocol for approval. The other party can only commission the delivered goods after Jasca has received this written statement of approval.

· After this technical and functional completion a process of fine tuning follows, i.e. accurate fine tuning in association between Jasca and the other party of the goods to the production process of the other party. The costs associated with this process are at the expense of the other party.

· If the other party commissions the goods without testing and checking the same (to a sufficient extent) then Jasca shall never be liable for errors or imperfections in the delivered goods or the detrimental consequences thereof, which the other party could have observed in case of accurate testing and/or checking.

· The goods are deemed to have been delivered and the goods are deemed to have been carried out in conformity with the agreement if the goods are rendered available to the other party in working order, the other party tested and checked the goods and the functioning thereof in conformity with the aforementioned provisions and declared to agree with the same in writing.

· The goods are also deemed to have been delivered in conformity with the agreement if the other party did not present any written objections to Jasca within 14 days after the availability in working order of the goods, as intended in paragraph 1, or on such earlier date as the other party commissioned the goods prior to said day.

· Activities not carried out yet and/or not completed yet by third parties hired by or on behalf of the other party, which affect proper use of the goods shall not affect the availability in working order and the completion of these goods.

· If after the technical and functional completion the other party still wants to implement changes in the goods then this shall be qualified as contract extras.

· If the other party still observes defects, imperfections, and the like with regard to the goods after the functional completion intended in this article, then the provisions laid down in the complaints article of these general terms and conditions are applicable.

Article 13: Maintenance and failures

· The parties can conclude a separate agreement with regard to the performance of periodic maintenance and/or troubleshooting, including defects, faults, and the like.

· The following shall, in any case, be included in the agreement concluded by and between the parties:

a. the periodic maintenance contribution and the payment term;

b. a regulation with regard to possible call-out charges;

c. the applicable fees and prices;

d. the term and the rules concerning the termination of the agreement;

e. where applicable, a specification of the maintenance activities;

f. where applicable, the frequency of the maintenance possibly provided with a planning of the maintenance activities.

· The other party shall report observed defects, faults, failures, and the like to Jasca in accordance with the common procedures. After receipt of the notification Jasca shall solve the defects, faults, failures, and the like to the best of its ability.

· The costs of the activities that are required to solve the failures are not included in the periodic maintenance fee. These activities shall be charged separately to the other party by Jasca against the applicable hourly fees.

· The goods and/or components used and/or replaced during the performance of the maintenance and/or repair activities are not included in the periodic maintenance fee.

These goods and/or components shall be charged to the other party by Jasca on the basis of the prices applicable at the time of the activities.

· The agreement concerning the performance of periodic maintenance does, in any case, not include activities that are required as a result of:

a. incorrect or injudicious use of the object or use of the object for (business) purposes other than for which the object is meant;

b. insufficient cleaning of the objects as a result of which blockage caused by dirt or water disposal can occur resulting in failing or insufficient functioning of the objects;

c. an accident or other external causes;

d. an abnormal physical or electrical load of the object or abnormal wear and tear;

e. use of a liquid other than prescribed or the use of a liquid or components in it that hinder or disrupt the functioning of the goods;

f. corrosion of the installation or area where a nebulisation system has been placed;

g. a change or relocation of the object or the performance of maintenance by the other party or third parties;

h. the implementation of new statutory or other official measures that affect the nature or the scope of the maintenance activities;

i. the reasonable impossibility of repair of the object, such at the discretion of Jasca, or if the capacity and/or the functionality of the object is (or becomes) insufficient for the purpose for which the object is used.

· Jasca is entitled to annually implement a regular increase in respect of the maintenance fee and to charge this increase to the other party. If Jasca intends to adjust the periodic maintenance fee beyond the regular annual increase then it shall communicate this to the other party in writing no later than one month prior to the start date of the interim increase. If the other party does not agree with an announced increase of the maintenance fee it shall be authorised to terminate the agreement within 10 (ten) working days after the date of this communication against the start date specified in the communication. A notice of termination must be given in writing.

Article 14: Contract extras and contract reductions

· Contract extras is understood as all additional activities at the request of the other party or necessarily deriving from the work and deliveries that have not been included in the proposal, offer or assignment.

· Contract extras and reductions must be stipulated between Jasca and the other party in writing. Jasca is only bound by oral arrangements after it has confirmed these to the other party in writing or as soon as Jasca – without objections of the other party- started the implementation of these arrangements.

· Setoff of contract extras and reductions takes place:

a. in case of changes in the original assignment;

b. in case of unforeseen cost increases or decreases and deviations from offsettable and/or estimated quantities.

· Setoff of contract extras and/or reductions takes place all-in once with the final settlement, unless the parties expressly stipulate otherwise in writing.

Article 15: Courses, trainings and seminars

· The employee can register its employees for a course, training, seminar, and the like organised by Jasca by:

a. sending a completely entered and signed registration form to Jasca by post, facsimile or email;

b. registration by telephone.

· Jasca shall always confirm the registration(s) in writing. In case of a registration by telephone the other party must sign the written confirmation and send the same to Jasca by return of post after which the registration has been completed and the student can claim participation in the training, course or seminar.

· Registrations are processed in order of receipt. Participation in a course, training or seminar is only possible when there are sufficient places available.

· If the number of registrations exceeds the maximum number of participants then the registrations exceeding this maximum are placed on a waiting list. In case of a following course, training or seminar about the same subject matter the registrations on the waiting shall first be registered for this course, training or seminar.

· If there are too little registrations then Jasca is at all times entitled to cancel a scheduled course, training or seminar up to three days prior to the start of the course, training or seminar. The participants are forthwith informed accordingly. Where possible an appropriate alternative is offered. If the other party and/or the participant does not want to make use of this then the already paid course fee shall be repaid to the other party.

· The course fees must, subject to exclusion from participation, have been paid in full prior to the start of the course, training of seminar.

· Cancellation by the other party of a registration of a participant is only possible in writing. In case of cancellation the other party is held to pay the following compensations to Jasca:

a. in case of cancellation up to 14 days prior to the start of the course, training or seminar: € 50.00 excluding VAT on account of administration costs;

b. in case of cancellation up to 3 days prior to the start of the course, training or seminar: 50% of the stipulated price;

c. in case of cancellation within 3 days prior to the start of the course, training or seminar: 100% of the stipulated price.

· Jasca is entitled to set off the amounts already paid by the other party against the payable compensation.

· The other party is at all times authorised to replace a registered participant by another person.

· Jasca reserves the right to at all times replace a teacher of a specific course, training or seminar by another suitable teacher.

Article 16: Complaints and return shipments

· The other party is obliged to check the delivered goods immediately after receipt and to record possibly visible faults, defects, damages and/or deviations on the consignment note or accompanying note. Failing a consignment note or accompanying note the other party must report the faults, defects, and the like to Jasca in writing within 2 working days after receipt of the goods.

· Other complaints with regard to the delivered goods must immediately – within 2 working days after discovery – however within the stipulated warranty term – be reported to Jasca in writing. All consequences of not immediately reporting are at the risk of the other party.

· All complaints with regard to the performed activities must also be reported to Jasca in writing immediately after discovery – however within 2 months after delivery of the goods and/or completion of the activities. All consequence of not immediately reporting are at the risk of the other party.

· If a complaint is not reported to Jasca within the deadlines specified in the previous paragraphs then the goods are deemed to have been received in a good state and to comply with the agreement and/or the activities are deemed to have been performed in conformity with the agreement.

· Minor deviations compared to the indicated capacities, functionalities, dimensions, and the like accepted in the sector do not qualify as a failure on the part of Jasca. In this context it is not possible to rely on the warranty.

· Complaints do not suspend the payment obligation of the other party.

· The other party must give Jasca the opportunity to examine the complaint and to provide all information to Jasca relevant within the framework of the complaint. If examination of the complaint requires return shipment of the good or if it is required for Jasca to examine the complaint on the spot then the associated costs are at the expense and risk of the other party, unless afterwards the complaint appears to be justified.

· Return shipments shall in all instances take place in the manner to be determined by Jasca and in the original packing and/or packaging.

· Complaints are not possible with regard to errors or imperfections that could have been observed in case of accurate testing and checking as intended in article 12 of these general terms and conditions.

· Complaints are not possible if liquids other than the prescribed liquids are used or if liquids or components in it are used as a result of which the functioning of the goods is hindered of disturbed.

· Complaints are not possible with regard to discolouring and/or damages to lacquer and/or chrome work.

· Complaints are not possible with regard to worn and torn components, to the extent that the complaints are the result of normal wear and tear.

· Complaints are not possible with regard to goods that were changed and/or fully or partly processed or treated and/or were moved by the other party after receipt.

Article 17: Warranties

· Jasca shall ensure that the stipulated deliveries and/or assignments are carried out properly and in conformity with the standards applicable in its sector, however it never provides a warranty with regard to the delivered goods that exceeds that which has expressly been stipulated by the parties.

· During the statutory warranty period Jasca warrants the common normal quality and soundness of the delivered goods.

· If an explicit warranty period has not been stipulated then a period of 1 year after (completion) delivery of new goods applies. If a component is replaced in an object then the warranty is exclusively valid with regard to (the functioning of) that replacement component and not the object as a whole.

· A warranty does not apply to second-hand goods. If a component is replaced in a good then the warranty period only applies to this component as from the moment of replacement of the relevant component.

· The warranty period expressly starts at the moment of delivery ex works, also if assembly and installation of the good has been stipulated.

· Jasca does not warrant and is never deemed to have warranted that the delivered goods are suitable for the purpose for which the other party wishes to treat, process, have used or use the same, unless this was expressly confirmed to the other party in writing.

· Upon the use of the materials, components or semi-manufactures required for the implementation of the agreement Jasca departs from the information supplied by the manufacturer or supplier thereof in terms of the features of these materials, components or semi-manufactures. If a warranty has been granted by the manufacturer or supplier for the delivered goods, materials, components or semi-manufactures then this warranty shall equally apply between the parties. Jasca shall inform the other party accordingly.

· If the other party rightly relies on the warranty provisions then Jasca shall gratuitously provide for repair or replacement of the delivered goods or components thereof and/or yet carry out the stipulated activities in the correct manner, or provide a repayment of or a discount on the stipulated price for these goods. All at the discretion of Jasca. Labour costs and travel expenses of servicemen are always at the expense of the other party. If there is question of additional damages then the provisions set forth in the liability article of these general terms and conditions are applicable.

· Goods or components that have been replaced by Jasca become the property of Jasca without Jasca being held to pay any compensation for this to the other party.

Article 18: Liability

· Apart from the expressly stipulated warranties and/or the warranties given by Jasca, Jasca does not accept any liability.

· Without prejudice to the provisions set forth in paragraph 1 of this article, Jasca shall only be liable for direct damages. Any liability of Jasca for consequential damages, e.g. trading losses, lost profit and/or incurred losses, losses due to delays and/or bodily harm or personal injury, is expressly excluded.

· The other party is held to take all measures that are necessary to prevent or limit the damages.

· If Jasca is liable for damages incurred by the other party then the compensation payable by Jasca shall at all times be limited to at most the amount that is, as the occasion arises, paid out by its insurer. If the insurer of Jasca does not pay out or the damages do not fall under an insurance concluded by Jasca then the obligation to pay compensation on the part of Jasca shall be limited to at most the amount invoiced for the delivered goods.

· The other party must address Jasca within 6 months after the former has become familiar with and/or could have been familiar with the damages incurred by the same.

· If Jasca must carry out the assignment and/or must perform the deliveries on the basis of documents supplied by or on behalf of the other party then Jasca shall only be liable for the correct implementation of the assignment and/or the soundness of the delivered goods.

· If the other party renders materials, components or semi-manufactures for processing available for the benefit of the implementation of an assignment then Jasca shall be responsible for a correct processing, however by no means for the soundness of these materials, components or semi-manufactures and the effect that these materials, components or semi-manufactures have on the final result.

· The other party cannot rely on the applicable warranty, or hold Jasca liable on any other ground, if the damages are the result of:

a. injudicious or inaccurate use, use in violation of the designation or use beyond the normal operating purposes of the delivered goods;

b. use of the delivered goods in violation of instructions, recommendations, control instructions, other instructions, and the like provided by or on behalf of Jasca;

c. injudicious or incorrect conservation (storage), maintenance or cleaning of the delivered goods by or on behalf of the other party;

d. extraordinary physical or electrical load of the delivered goods;

e. use of a liquid other than prescribed or use of a liquid or components in it that hinder or disturb the functioning of the goods;

f. normal wear and tear of the delivered goods;

g. or connected with corrosion of the installation or area in which a nebulisation system has been placed;

h. inaccurate, insufficient or failing control of the goods and/or the object after the performance of maintenance or repair activities;

i. erroneous commissioning or configuration of the goods and/or the object after the performance of maintenance or repair activities;

j. errors or inaccuracies in the data, documents, materials and/or components supplied or prescribed by or on behalf of the other party;

k. indications or instructions by or on behalf of the other party;

l. repair and/or other activities or processing acts being carried out on the delivered goods by or on behalf of the other party without the express prior approval of Jasca;

m. emergency repair by Jasca.

· The other party is in the instances enumerated in paragraph 8 of this article fully liable for all damages deriving there from and expressly indemnifies Jasca against any and all claims of third parties for compensation of these damages.

· The limitations of liability included in this article are not applicable if the damages can be blamed on intent and/or wilful recklessness on the part of Jasca or its managing staff at board level or if mandatory statutory provisions oppose the same. Only in those instances shall Jasca indemnify the other party against possible claims of third parties vis-à-vis the other party.

Article 19: Payment

· Jasca is at all times authorised to request (partial) advance payment or any other security for payment from the other party.

· If delivery of a good excluding assembly and installation has been stipulated then 50% of the stipulated price is invoiced by way of advance payment. After receipt of this advance payment a start is made with the manufacture of the good. The remaining 50% are invoiced upon delivery of the good ex works. The costs associated with the performance of assembly and installation activities are invoiced at the moment of the completion of the technical installation.

· If an all-in price has been stipulated for the good then 50% of the stipulated price is invoiced by way of advance payment. After receipt of this advance payment a start is made with the manufacture of the good. 40% of the stipulated price is invoiced for the delivery of the good ex works. The remaining 10% of the stipulated price are invoiced at the moment of completion of the technical installation.

· Payment must take place within a payment term of 8 days after the date of the invoice, unless the parties have expressly stipulated otherwise in writing. In this context the correctness of an invoice is an established fact if the other party does not object within this payment term.

· If an invoice has not been paid in full after expiry of the term intended in paragraph 4 then the other party is held to pay Jasca default interest of 2% per month over the principal amount. Parts of a month are in this context calculated as a full month.

· If after a demand from Jasca payment still fails to materialise then Jasca is entitled to charge the extrajudicial collecting costs to the other party.

· The extrajudicial collecting costs intended in the previous paragraph amount to the following in case of claims with a principal amount of at most € 25,000.00:

a. 15% of the amount of the principal amount over the first € 2,500.00 of the claim (with a minimum of € 40.00);

b. 10% of the amount of the principal amount over the next € 2,500.00 of the claim;

c. 5% of the amount of the principal amount over the next € 5,000.00 of the claim;

d. 1% of the amount of the principal amount over the next € 15,000.00 of the claim.

· If the principal amount exceeds € 25,000.00 then Jasca is entitled to charge the other party extrajudicial collecting costs over the first € 25,000.00 in conformity with paragraph 7 of this article and for the excess extrajudicial collecting costs at 10% over said excess.

· For the calculation of the extrajudicial collecting costs Jasca is entitled to after expiry of 1 year increase the principal amount by the cumulative default interest accumulated in accordance with paragraph 5 of this article.

· If payment in full by the other party fails to materialise then Jasca is entitled to dissolve the agreement, without any notice of default or judicial intervention being required, or to suspend its obligations by virtue of the agreement until payment has yet taken place or the other party has provided sufficient security for the same. Said right of suspension is also vested in Jasca if it has, before the other party is in default, substantiated reasons to doubt the creditworthiness of the other party. Payments effectuated by the other party shall first be applied by Jasca to all payable interest and costs and then to invoices that have been outstanding for the longest period of time, unless the other party expressly states with the payment that payment is related to a later invoice.

· The other party is not allowed to set off claims of Jasca against possible counterclaims that the same has vis-à-vis Jasca. This equally applies if the other party applies for (temporary) suspension of payment or is declared insolvent.

Article 20: Reservation of title

· Jasca reserves the title with regard to all delivered and yet to be delivered goods up to the moment that the other party has complied with all its payment obligations vis-à-vis Jasca.

· The payment obligations intended in paragraph 1 consist of the payment of the purchase price of the delivered and yet to be delivered goods plus all claims in connection with performed activities pertaining to the delivery, e.g. activities for the benefit of the assembly, installation, maintenance and/or repair of these goods and the provision of trainings and instructions about the use of these goods, as well as claims on account of attributable failures of the other party to comply with its obligations, including the payment of compensation, extrajudicial collecting costs, interest and possible fines.

· As long as the delivered goods are subject to a reservation of title the other party shall not be authorised to in any way whatsoever pledge these goods or hand actual control over to a financier.

· The other party is obliged to immediately inform Jasca in writing if third parties allege to have any ownership or other rights in respect of the goods that are subject to a reservation of title.

· The other party is obliged to keep the goods that are subject to a reservation of title in an accurate fashion and identifiable as property of Jasca up to the moment that the other party has complied with all its payment obligations.

· The other party must provide for such a business insurance and/or contents insurance that the goods that were delivered subject to a reservation of title are always included in the insurance and the other party shall on demand provide Jasca insight into the insurance policy and the thereto pertaining premium payment certificates.

· If the other party acts in breach of the provisions of this article or Jasca relies on the reservation of title then Jasca and its employees are irrevocably entitled to access the premises of the other party and to take back the goods that were delivered subject to a reservation of title. All without prejudice to the right of Jasca to claim compensation for damages, lost profit and interest and the right to dissolve the agreement without any notice of default being required by means of a written statement.

Article 21: Intellectual property rights

· Jasca is and remains the rightful claimant of all intellectual property rights that are vested on, originate from, are connected with and/or pertain to the goods, documents, and the like delivered or manufactured by Jasca within the framework of the agreement, even if the manufactured good becomes a part of the total (production) process of the other party. All, unless the parties expressly stipulate otherwise in writing.

· The enforcement of the rights as intended in paragraph 1 of this article is, both during and after expiry of the implementation of the agreement, expressly and exclusively reserved for Jasca.

· The other party is not authorised to use the documents delivered of manufactured by Jasca outside the context of the agreement. The other party is not allowed to provide these documents to third parties, to provide third parties insight into the same or to reproduce these documents without the prior approval in writing of Jasca.

· The other party guarantees that none of the data and/or documents provided or to be provided to Jasca infringe the copyrights or any other intellectual property rights of third parties. The other party is liable for possible damages incurred by Jasca as a result of these kinds of infringes and indemnifies Jasca against any and all claims of third parties.

Article 22: Insolvency, no power of disposition, and the like

· Without prejudice to the provisions set forth in the other articles of these general terms and conditions, Jasca is authorised to dissolve the agreement, without any notice of default or judicial intervention being required, by means of a written statement addressed to the other party when the other party:

a. is declared insolvent or a winding-up petition has been filed;

b. files for (temporary) suspension of payment;

c. is affected by enforcement attachments;

d. is placed under guardianship or administration;

e. otherwise loses power of disposition or legal capacity with regard to its assets or parts thereof.

· The provisions set forth in paragraph 1 of this article are applicable, unless the receiver or the administrator acknowledges the obligations originating from the agreement as a debt of the estate.

· The other party is at all times obliged to inform the receiver and/or the administrator of the (content of the) agreements and these general terms and conditions.

Article 23: Force majeure

· If there is question of force majeure on the part of the other party or Jasca then Jasca shall be entitled to dissolve the agreement, without judicial intervention being required, by means of a written statement addressed to the other party or to suspend compliance with its obligations vis-à-vis the other party for a reasonable period of time without being held to pay any compensation for damage.

· Within the framework of these general terms and conditions force majeure on the part of Jasca is understood as a non-attributable failure of Jasca, of third parties hired by the same or other urgent reasons on the part of Jasca.

· Conditions where there shall be question of force majeure include, but are not limited to: war, riots, mobilisation, domestic and foreign civil commotion, government measures, industrial actions within the organisation of Jasca and/or of the other party or a threat of these condition, disruption of the currency rates applicable at the time of conclusion of the agreement, business interruptions due to fire, burglary, sabotage, natural phenomena, and the like as well as road blocks, accidents, a lack of raw materials, materials or semi-manufactures, and the like, transport difficulties and supply issues.

· If the situation of force majeure occurs when the agreement has already partly been implemented then the other party shall be held to comply with its obligations vis-à-vis Jasca up to that moment.

Article 24: Cancellation, suspension

· If the other party intends to cancel the agreement prior to or during the implementation thereof then it is held to pay Jasca a compensation further to be established by Jasca. This compensation comprises all costs already incurred by Jasca and its damages incurred as a result of the cancellation including the lost profit. Jasca is entitled to fix said compensation and – at its sole discretion and depending on the already performance activities and/or deliveries – charge 20-100% of the stipulated price to the other party.

· If the other party cancels a scheduled appointment for assembly, installation, maintenance and/or repair activities less than 24 hours in advance then Jasca shall in any case be entitled to charge the time booked for the same on the basis of its stipulated and/or usual hourly fee.

· The other party is liable vis-à-vis third parties for the consequences of the cancellation and shall indemnify Jasca against claims of third parties deriving there from. Jasca is authorised to set off amounts already paid by the other party against the compensation payable by the other party.

· In case of suspension of the implementation of the agreement at the request of the other party the compensation for all activities already carried out up to that moment immediately falls due and Jasca is authorised to charge this to the other party. Jasca is moreover entitled to charge all costs incurred and/or yet to be incurred during the period of suspension as well as the hours booked for the period of suspension to the other party.

· If the implementation of the agreement cannot be resumed after the stipulated period of suspension then Jasca shall be entitled to, without judicial intervention being required, dissolve the agreement by means of a written statement addressed to the other party. If the implementation of the agreement is resumed after the stipulated period of suspension then the other party is held to compensate Jasca for all costs possibly associated with such resumption.

Article 25: Applicable law / competent court

· Dutch law is exclusively applicable to the agreement concluded by and between Jasca and the other party.

· Possible disputes shall be settled by the competent court in the district where Jasca holds its registered office, albeit that Jasca always reserves the right to bring the dispute to the cognisance of the competent court in the district where the other party holds its registered office.

· If the other party holds its registered office outside of the Netherlands then Jasca is entitled to act in conformity with the provisions set forth in paragraph 2 of this article or – at its sole discretion – it can bring the disputes to the cognisance of the competent court in the country and/or the state where the other party holds its registered office.

January 2011

Registration number at the Chamber of Commerce for the Eastern Netherlands: 0815328000.