GENERAL TERMS AND CONDITIONS1)
GENERAL. The General Terms andConditions of Sale which are designed forthe exclusive application in businessconnections between Terumo BCT Europe
NV (hereinafter referred to as the “TerumoBCT”) and its customer (hereinafter referredto as “Purchaser”) serve as a contractual
basis for the parties hereto (hereinaftercommonly referred to as the “Parties”) andshall apply to all transactions between theParties, provided no other written agreement
is concluded. Any deviating or supplemental
general terms and conditions or provisions ofthe Purchaser shall be opposed and will only
be effective after Terumo BCT’s writtenconsent.
2)
TERRITORY. This sale is made inreliance on Purchaser’s representation thatthe products will only be used in the country
where product is shipped as reflected on therelated invoice.
3)
INVOICING. The invoice sets forth
the complete and final agreement of Terumo
BCT and Purchaser regarding the transaction,and the terms and conditions contained in theinvoice shall supersede any priorrepresentation of understanding and/or any
provisions,terms
and/orconditions
contained on any confirmation, order orother writing submitted by Purchaser ofTerumo BCT.
4) PAYMENT. Payment is due in full nolater than thirty (30) days after the date ofinvoice, unless not otherwise agreed inwriting.
5) LATE PAYMENT. Terumo BCT
reserves the right to charge interest on
unpaid balances at the rate of up to 1.5% permonth or the highest rate permitted byapplicable law, whichever is less, with suchinterest beginning to accrue on the date thepayment was due. The Purchaser agrees topay all reasonable attorney’s fees andexpenses that Terumo BCT may incur inconnection with enforcing its rights for
Products ordered and delivered to thePurchaser.
6) SHIPMENT. Shipment shall be DDP(DeliveredDutyPaid)(Incoterms2010)otherwise agreed to by the Parties inwriting. The risk shall pass to the Purchaser
as soon as the Product has been delivered bythe carrier.
7) TITLE. Terumo BCT retains title to all
Products until having received full paymentof the price of the product including any
additional due costs and expenses. To theextent Purchaser is in default Terumo BCT
has authority to retake, sell or otherwise deal
with or dispose of all or any part of theproducts in which title remains vested inTerumo BCT.

8) RETURNS. Returned goods will beaccepted
onlywithpriorwrittenauthorization from Terumo BCT. Items to
be returned must be in original, unopened
cartons and in salable condition. (Brokencases are not returnable.) Freight on all
returned goods is at Purchaser’s charge.
Merchandise held over six (6) months fromdate of invoicing is not returnable. Outdated
products are not returnable. For return ofproducts, contact Customer Service at +32 2
715 05 35 or csnorden@TerumoBCT.com
for the Norden region.
9) DAMAGES. Damaged or shortage must
be noted on the delivery receipt at time ofdelivery. Whenever damage, short orincorrect deliveries occur or if damage isobserved after opening, Terumo BCT
Customer Service shall be notified within 10
working days of receipt. Hidden defects
must be reported immediately upondiscovery.
10) LIMITED WARRANTY.
Warranty
information applicable to the equipment or
disposables specified on this invoice is set
forth in the offer and any contract for such
equipment or disposables and shall be
provided by Terumo BCT upon request. Fora period of ninety (90) days from the date of
the invoice, Terumo BCT will repair orreplace Terumo BCT spare parts or optionalfeature components that Terumo BCT finds
defective in material or workmanship.
Terumo BCT is not responsible for, and shallhave no obligation with respect to any failurecaused by normal wear and tear, misuse,
unauthorized alterations, accident, neglect,
use of non-standard accessory attachments,
and/or improper customer maintenance.
Terumo BCT does not verify the safety orefficacy of, and makes no warranties,
express or implied, with respect to any nonTerumo BCT components or non-Terumo
BCT spare parts included at Purchaser’s
request or any components or products usedother than as expressly intended by their
manufacturer. Failure to perform preventive
maintenance procedures will invalidate thiswarranty.
11) LIMITED LIABILITY. To the extent
permitted under applicable law, Purchaser's
exclusive remedy with respect to any claim,
whether in contract, in tort, under statute,under warranty or otherwise shall be limited
solely to the refund of the purchase price orreplacement of all Products shown to beother than as warranted. Terumo BCT’s
liability for losses which do not affect theproduct(e.g.
indirect,incidental,consequential losses, damages caused bydelay) shall be excluded. To the extent theforegoing limitation is not permissible underapplicable law, the applicable legal
limitation of liability under statute orotherwise if there shall be one, shall apply.

12) PRIVACY POLICY. Terumo BCT maycollects(1)
personallyidentifiable
information Purchaser knowingly provides
to Terumo BCT, and (2) general information
concerning users or Products use that doesnotincludepersonallyidentifiable
information. Personal data collected by
Terumo BCT may be transferred to Terumo
BCT Affiliates, which are member
companies of the worldwide Terumo BCT
organization, where it is necessary to meetthe purpose for which Purchaser has
submitted the information. By submitting
personal data to Terumo BCT, Purchaser isproviding explicit consent to worldwide
transfer of such personal data to, and use by
Terumo BCT or any Terumo BCT Affiliate,
within the scope of the privacy policies
stated by Terumo BCT or any Terumo BCT
Affiliates.
Except if required by law,
Terumo BCT will not pass on Purchaser
personal details to any third party without
Purchaser’s prior permission.
Terumo BCT may collect aggregate statistics
about customers, sales and products to bedisclosed to Terumo BCT third-party
partners, but these statistics will not containany information about Purchaser and/or endusers from which Purchaser and/or end-users
could be identified.
13)
GOVERNING
LAW.
TheseTerms and Conditions shall be construed,interpreted and enforced under and inaccordance with the laws of the Kingdom ofBelgium, without regard to its conflicts oflaw principles.
14)
MISCELLANEOUS. These Termsand Conditions as published on Terumo
BCT’s web site located at www.Terumo
BCT.com at the time of sale, are the official
terms and conditions of sale between
Terumo BCT and the Purchaser and may beamended from time to time without notice atTerumo BCT’s sole discretion.