version 8 October 2025

 ARTICLE 1. | DEFINITIONS

In these general purchasing terms and conditions, the following terms, always beginning with a capital letter, shall have the meanings set out below.

1. Lamboo Medical: the private limited liability company Lamboo Medical Europe B.V., the user of these general purchasing conditions, having its registered office at Michael Faradaystraat 2, 2712 PR, Zoetermeer, the Netherlands, registered with the Dutch Trade Register under number 27186078.
2. Counterparty: any natural or legal person with whom Lamboo Medical has concluded or intends to conclude an Agreement.
3. Parties: Lamboo Medical and the Counterparty jointly.
4. Agreement: any agreement between the Parties pursuant to which the Counterparty has undertaken towards Lamboo Medical to deliver Goods and/or perform Work.
5. Goods: all items to be delivered by or on behalf of the Counterparty under the Agreement, including, but not limited to, components, parts and other materials for the construction of medical units, as well as generators, building-related installations (BRI) and related items.
6. Work: all work to be performed, services to be provided or other performances to be rendered by or on behalf of the Counterparty pursuant to the Agreement, other than the delivery of Goods as such, including but not limited to the assembly and/or installation of Goods.
7. Performance: the entirety of Goods to be delivered and/or Work to be performed by or on behalf of the Counterparty pursuant to the Agreement.
8. Principal: any natural or legal person with whom Lamboo Medical has concluded or intends to conclude an agreement and in connection with which the Counterparty may (partially) perform the Performance.
9. In Writing: communication in writing, communication by e-mail, or any other method of communication that, considering technological developments and generally accepted practices, may reasonably be regarded as equivalent.

ARTICLE 2. | GENERAL PROVISIONS

1. These general purchasing conditions apply to every Agreement and to every request by Lamboo Medical to the Counterparty to submit an offer that may lead to an Agreement, provided that Lamboo Medical has expressly declared these general purchasing conditions applicable and has provided them to the Counterparty.
2. If the Parties have contracted once under the applicability of these general purchasing conditions, they shall be deemed to apply to subsequent Agreements between the Parties, without Lamboo Medical being required to provide them again.
3. The applicability of any general terms and conditions of the Counterparty, including delivery terms, is expressly rejected.
4. Deviations from these general purchasing conditions are valid only if expressly agreed In Writing.
5. The invalidity or nullity of one or more provisions of these general purchasing conditions or of the Agreement shall not affect the validity of the remaining provisions. In such case, the Parties shall consult to agree on a replacement provision, taking into account the purpose and intent of the original provision as much as possible.
6. If the Parties agree on a delivery condition based on the Incoterms (ICC), that condition shall be interpreted in accordance with the latest version of the Incoterms issued by the International Chamber of Commerce (ICC) at the time the Agreement is concluded.

ARTICLE 3. | REQUESTS, INQUIRIES AND OFFERS

1. Requests or inquiries from Lamboo Medical for the Counterparty to submit an offer (including but not limited to quotations, written proposals, and draft contracts prepared by the Counterparty) are not binding on Lamboo Medical and constitute only an invitation to submit an offer. This is different only if such request or inquiry is issued under an already existing framework agreement between the Parties and the request, by its nature or terms, qualifies as a binding order or call-off under that framework agreement.
2. An offer from the Counterparty must be complete, In Writing and free of charge.
3. If a request or inquiry from Lamboo Medical is incomplete or contains obvious errors or inconsistencies, the Counterparty must notify Lamboo Medical In Writing before submitting its offer.
4. Before the Agreement is concluded, Lamboo Medical may terminate negotiations at any time without stating reasons and without being liable for any costs or damages.
5. Unless expressly stated otherwise In Writing, all prices quoted in an offer by the Counterparty are firm, binding, stated in euros and exclusive of VAT, and include all costs such as packaging, transport, insurance, travel and accommodation expenses, administrative costs and preparatory work.
6. An offer from the Counterparty is valid for at least ninety (90) calendar days after the date of the offer, unless expressly stated otherwise In Writing.

ARTICLE  4. | FORMATION OF AGREEMENTS

1. An Agreement is concluded as soon as one of the following situations occurs:
2. Upon issuance of a purchase order by Lamboo Medical, the Agreement is formed when the Counterparty provides Written confirmation of that order;
3. Signature by the Parties of a contract drawn up by one of them.
4. Deviations in any order or assignment confirmation of the Counterparty compared with the purchase order or the contract as referred to in the previous paragraph, shall only be binding if expressly accepted in Writing by Lamboo Medical. Payment or receipt of the delivered Performance alone shall not constitute acceptance of any deviation.
5. Following the conclusion of the Agreement, the Counterparty is obliged to perform the agreed Performance within the agreed deadlines and in accordance with the other terms of the Agreement.
6. If the Counterparty commences the execution of any performance without an Agreement as defined in paragraph 1 being in place, such execution shall be entirely at the Counterparty’s own expense and risk. In that case, Lamboo Medical shall not be obliged to make any payment or compensation.

ARTICLE  5. | AMENDMENT OF THE AGREEMENT

1. Amendments to the Agreement are only valid if the Parties have expressly agreed to them in Writing in advance.
2. The Counterparty shall reasonably cooperate with any request by Lamboo Medical to amend the Agreement. The Counterparty may only refuse such a request if and insofar as compliance cannot reasonably be demanded of it. Any refusal must be communicated to Lamboo Medical in Writing and with proper grounds as soon as possible.
3. At Lamboo Medical’s first request, the Counterparty shall provide, in Writing and in good time, a substantiated overview of the consequences of the proposed amendment, including but not limited to: the nature and scope of the Performance, quality and specifications, schedule and delivery times, price, other terms, and any risks or third-party dependencies.
4. If the amendment requires the Counterparty to perform additional work, the costs thereof shall only be eligible for compensation if the Parties have expressly and in Writing agreed in advance, with the proviso that the price level for additional work shall not exceed the originally agreed price level for comparable work. If Lamboo Medical rejects a reasonable cost proposal from the Counterparty for such additional work, the Counterparty is entitled to reject Lamboo Medical’s proposed amendment, without this being considered an attributable failure. Additional work or changed insights that the Counterparty could reasonably have foreseen at the time of conclusion of the Agreement shall not be regarded as additional work and shall not entitle the Counterparty to any additional compensation.
5. If the amendment results in the Counterparty performing less work, and this leads to cost savings for the Counterparty, Lamboo Medical shall be entitled to a proportionate reduction of the agreed total price. Any deadlines or other terms shall be adjusted reasonably.
6. Minor adjustments or optimisations that do not affect costs, schedules, or the agreed quality and specifications shall be carried out by the Counterparty free of charge at Lamboo Medical’s request.
7. An agreed amendment does not affect the obligations of the Counterparty under the Agreement, including warranties, conformity requirements, applicable (international) standards, and certifications, unless the Parties expressly agree otherwise in Writing.

ARTICLE  6. | DEADLINES

1. All (partial) deadlines agreed between the Parties for performance by the Counterparty are binding and final, unless the delay cannot be attributed to the Counterparty, including cases of force majeure as referred to in Article 7.
2. The Counterparty must inform Lamboo Medical immediately and in any event in good time in Writing of any (impending) delay, stating the causes, expected duration, and any proposed mitigation measures and rescheduling. In the event of force majeure, the deadlines are suspended for the duration of the force majeure, and the Parties shall reasonably consult to adjust the planning and conditions.
3. If Lamboo Medical is required to pay penalties, damages or other sanctions to third parties — including its Principal — as a result of a delay attributable to the Counterparty, the Counterparty must reimburse these costs in full at Lamboo Medical’s first request, insofar as they can reasonably be attributed to the Counterparty.
4. The forfeiture or payment of such penalties shall not affect Lamboo Medical’s other rights, including the right to performance and, if actual damages exceed the penalty amount, the right to compensation of the additional amount. No penalty or compensation is owed if the delay results from force majeure on the part of the Counterparty.
5. If it is reasonably impossible for the Counterparty to deliver the agreed Performance (fully or partially), it shall — only after prior explicit Written approval by Lamboo Medical — deliver an equivalent or better replacement Performance at the same or lower price. In case of refusal or lack of timely approval, Lamboo Medical may procure temporary replacement Performance from third parties at the expense of the Counterparty, without prejudice to its other rights.

ARTICLE  7. | FORCE MAJEURE ON THE PART OF THE COUNTERPARTY

1. Force majeure on the part of the Counterparty shall be understood as defined by law (Article 6:75 Dutch Civil Code): any circumstance that cannot be attributed to the Counterparty and prevents the (timely) performance of its obligations under the Agreement. The following do not constitute force majeure for the Counterparty: failures of Counterpartys or auxiliary persons of the Counterparty; b. shortage of staff or (mass) absenteeism within the Counterparty’s organisation; c. Shortage or scarcity of (raw) materials, tools, transport, or planning resources; d. financial difficulties; e. failure to obtain required permits, approvals, certifications or inspections in time, if these could reasonably have been obtained; f. business risks for which reasonable precautionary measures are standard in the industry.

ARTIKEL 8. | FORCE MAJEURE ON THE PART OF LAMBOO MEDICAL

1. Lamboo Medical shall not be in default and shall not be liable for damages insofar as the fulfilment if its purchasing obligations is temporarily delayed, impeded, or prevented due to force majeure within the meaning of Article 6:75 of the Dutch Civil Code. In such cases, Lamboo Medical shall be entitled to suspend its obligations towards the Counterparty for the duration of the force majeure event, without any liability for damages or costs.

ARTICLE 9. | TRANSFER AND ENGAGEMENT OF THE THIRD PARTIES

1. The Counterparty is not permitted to transfer, pledge, subcontract, or outsource any rights or obligations under the Agreement, in whole or in part, to third parties without Lamboo Medical’s prior express Written consent.
2. The Counterparty remains fully responsible and liable for any third parties engaged by it, as if it concerned its own acts or omissions, and guarantees that Lamboo Medical may exercise its rights under the Agreement directly against such third parties where necessary.
3. Any prohibition on the transfer or pledging of rights arising from the Agreement has proprietary effect within the meaning of Article 3:83(2) of the Dutch Civil Code.
4. If the Performance includes (partially) on-site work or subcontracting/labour lending, the provisions of Article 10 (Chain Liability Act and G-Account) apply.

ARTICLE 10. | CHAIN LIABILITY ACT AND G-ACCOUNT

1. This Article applies only insofar as the Performance consists (wholly or partially) of contracting of work, hiring or lending of labour, and/or deployment of subcontractors on location in the Netherlands.In the case of delivery of Goods without personnel on site, this Article does not apply.
2. he Counterparty shall strictly comply with all tax and social security obligations arising from the Agreement (including payroll taxes, social security contributions, and VAT) and shall indemnify Lamboo Medical against any claims and costs resulting from non-compliance in this regard, including those arising from acts of third parties engaged by the Counterparty.
3. At Lamboo Medical’s first request, the Counterparty shall submit up-to-date statements from the Dutch Tax Authorities and — where applicable — a valid G-account agreement.
4. Lamboo Medical is entitled to deposit part of the invoice amount into the Counterparty’s G-account or directly to the Tax Authorities; such payment has a discharging effect for that part.
5. No later than five working days after the Agreement is concluded, the Counterparty shall provide: (I) a recent extract from the Chamber of Commerce, (II) a copy of the valid G-account agreement (if applicable); (III) a recent tax payment behaviour statement relating to payroll taxes, and  (IV) current and relevant certifications required for the Agreement (such as ISO, VCA). The documents referred to under (iii) and (iv) must be updated quarterly as long as on-site labour or subcontracting/labour lending takes place.

ARTICLE  11. | WARRANTIES

1. The Counterparty warrants that the Performance:
   1. fully complies with the Agreement, including applicable specifications, drawings, (technical) descriptions, and documentation;
   2. meets the requirements of good workmanship, quality, safety, aesthetics, and usability and is suitable for the intended purpose;
   3. complies with all applicable laws and regulations, (international) standards, and industry/ safety guidelines;
   4. includes all required permissions, permits, certifications, and inspections necessary for lawful execution/delivery;
   5. is accompanied by clear, complete user, management, and maintenance instructions and other documentation enabling safe and efficient use; and
   6. includes all required design, preparatory, and development work necessary for complete and correct delivery.
2. For Goods, the following also applies:
   1. Goods are free from defects and manufactured from new, sound, high-quality, and traceable materials, unless expressly agreed otherwise in Writing;
   2. Goods meet agreed and customary quality and safety requirements and — where applicable — conformity and marking requirements, including CE and EMC markings;
   3. raw materials/materials are traceable regarding origin and production process;
   4. Goods are free from contamination, asbestos, or hazardous substances;
   5. Goods are delivered with complete documentation (packing lists, user manuals, maintenance instructions, quality certificates, attestations, approvals, drawings, and user instructions) in Dutch unless expressly agreed otherwise in Writing;
   6. Goods bear a unique type and/or serial number and manufacturer/importer mark (or, if impossible, on the packaging);
   7. upon request, the Counterparty can supply suitable and compatible spare parts and consumables for at least ten years after delivery, unless expressly agreed otherwise in Writing.
3. Unless expressly agreed otherwise in Writing, Goods have a warranty period of 12 months from acceptance/delivery to Lamboo Medical. If Goods are incorporated into or delivered for installations/systems, the warranty starts on the date of completion of those installations/systems to Lamboo Medical and/or the Principal. If a longer manufacturer’s warranty applies, that longer period prevails. After repair/replacement, a new warranty period of at least equal duration commences for the relevant (sub)component.
4. If defects arise within the warranty period, the Counterparty shall repair them as soon as possible, properly, and free of charge, including all associated costs (removal/installation, transport, testing, inspections, and reasonable supervision). If the defect occurs outside the Netherlands, the Counterparty must supply replacement parts or repair components free of charge; travel and accommodation costs for repairs abroad are payable only by Lamboo Medical. If repair is impossible or untimely, replacement or re-performance shall occur free of charge. If later it reasonably appears that the defect was not attributable to the Counterparty, only the related, direct repair costs shall be reimbursed by Lamboo Medical.
5. The Counterparty must immediately inform Lamboo Medical in Writing of any (possible) product recall or safety warning concerning the delivered Goods. All related costs/damages are borne by the Counterparty.
6. In urgent cases or if the Counterparty fails to remedy defects promptly, Lamboo Medical may perform or have the repair/replacement performed itself at the Counterparty’s expense. Lamboo Medical solely determines urgency.
7. Defective Goods remain available to Lamboo Medical or the Principal until the cause has been established. The Counterparty shall maintain sufficient knowledge, capacity, and resources during the warranty period to fulfil its obligations.
8. The provisions on (interim) acceptance in Article 12 do not limit the warranties set out in this Article.

ARTICLE 12. | INSPECTION, TESTING AND ACCEPTANCE

1. Lamboo Medical may at any time inspect or test the production, assembly, packaging, storage, and (partial) delivery of Goods and/or execution of Work at the Counterparty or its Counterpartys, regardless of location. The Counterparty shall provide reasonable cooperation, access, documentation, test reports, and facilities free of charge.
2. Acceptance by Lamboo Medical occurs only through express Written approval. Acceptance relates—subject to latent defects—solely to the external condition and quantity of delivered Goods or Work results. Lamboo Medical reserves the right to identify defects or non-conformities after (interim) acceptance and invoke its rights accordingly. Acceptance, interim acceptance, testing, or payment does not affect Lamboo Medical’s rights, including warranty rights. Interim acceptance does not constitute a waiver of rights regarding functionality, conformity, or latent defects.
3. In case of rejection, Lamboo Medical shall notify the Counterparty as soon as possible. Lamboo Medical may, at its discretion:
   1. return the Goods at the Counterparty’s cost and risk;
   2. demand immediate replacement or repair within a reasonable period set by Lamboo Medical;
   3. recover repair costs and additional expenses (disassembly, transport, reinstallation, testing, certification) from the Counterparty; and/or
   4. terminate the Agreement in whole or in part without compensation, without prejudice to Lamboo Medical’s right to (additional) damages.
4. Rejected Goods shall be removed by the Counterparty upon first request; failing this, Lamboo Medical may remove and/or store them at the Counterparty’s cost and risk.
5. Early use prior to formal (interim) acceptance does not constitute acceptance and does not affect the Counterparty’s liability or obligations.
6. Before delivery, the Counterparty shall inspect the Performance for completeness, quality, and conformity, and submit related test reports and/or certificates upon request.

ARTICLE  13. | PACKING, DELIVERY AND TRANSPORT

1. The Counterparty shall package the Goods properly and, where possible, in an environmentally conscious manner so as to prevent damage, loss of quality, injury, and environmental harm.
2. Each shipment shall bear a clearly visibile packing list on the outside; each package shall be clearly marked with a unique identification number.
3. Each delivery shall be accompanied by all documentation required for delivery, including the documentation referred to in Article 11 paragraph 2(e) and—where applicable—attestations, test and inspection results, and declarations of conformity.
4. Unless expressly agreed otherwise in Writing, delivery shall take place DDP (Delivered Duty Paid) at the address specified by Lamboo Medical, in accordance with the Incoterms (ICC) applicable at the time of conclusion of the Agreement.
5. The agreed delivery date and time are binding. If actual receipt at the agreed time is not possible, the Counterparty shall store the Goods separately, clearly marked, and under appropriate conditions. Storage and/or waiting time is only eligible for compensation if expressly agreed in Writing in advance.
6. Partial deliveries are permitted only with the prior express Written approval of Lamboo Medical.
7. The Counterparty guarantees full traceability of parts, components, and raw materials (at least origin and production batch) and shall provide evidence thereof upon request.

ARTICLE  14. | PERSONELL, SAFETY, HEALTH AND ENVIRONMENT

1. The Counterparty shall deploy only competent and—where required—certified personnel and shall comply with all applicable (safety) regulations, (local) site or company rules, and legislation relating to working conditions and environmental protection.
2. Lamboo Medical and/or the Principal may deny access to the worksite to any person acting improperly, violating rules, or posing a safety risk; the Counterparty shall immediately provide a replacement at no additional cost and without affecting planning or quality.
3. The Counterparty shall ensure proper and—where required—certified tools, equipment, and personal protective equipment, and shall provide all relevant inspection certificates upon first request.
4. When deploying personnel, the Counterparty shall comply with applicable legislation, including the WAV (Foreign Nationals Employment Act), WAADI (Labour Allocation by Intermediaries Act), and WAS (Dutch Approach to Sham Arrangements Act), as well as applicable collective labour agreements; foreign payroll structures are not permitted.
5. Lamboo Medical and/or the Principal may suspend Work in unsafe situations without being liable for any resulting damages or costs. The Counterparty shall immediately implement corrective measures and replace personnel where necessary, without affecting planning or quality.
6. Operational personnel shall possess—where required—Basic Safety VCA certification, and supervisors shall possess VOL-VCA certification. Evidence shall be provided upon first request.
7. The Counterparty shall cooperate with reasonable control measures (access control, hours-/attendance registration) and comply with any site-specific rules.
8. The Counterparty shall comply with applicable environmental, working conditions, and human rights regulations and shall refrain from corruption, bribery, or discrimination.
9. Upon first request, the Counterparty shall provide information showing compliance with the previous paragraphs and shall cooperate with reasonable audits/inspections.
10. Storage of materials, tools, or other equipment belonging to the Counterparty on the worksite or in the warehouse of Lamboo Medical is permitted only with the prior express Written consent of Lamboo Medical and only at locations designated by Lamboo Medical.

ARTICLE  15. | SUSPENSION

1. Lamboo Medical is entitled at any time to suspend or interrupt the execution of the Agreement in whole or in part. The Counterparty shall comply without delay.
2. If the suspension is not attributable to a failure by the Counterparty, Lamboo Medical shall compensate the Counterparty for demonstrably and reasonably incurred direct costs; further compensation for damages is excluded.
3. The Counterparty shall limit damages resulting from the suspension or interruption by taking appropriate measures.
4. Measures taken by the Counterparty as a result of suspension or interruption shall be submitted for prior Written approval as additional or reduced work, unless the suspension or interruption is the result of an attributable failure by the Counterparty.
5. The Counterparty expressly and unconditionally waives any right of suspension or retention, except if Lamboo Medical fails to fulfil its obligations for more than three months after proper Written notice of default.
6. The Counterparty guarantees that any subcontractors or auxiliary persons engaged by it likewise waive retention rights and imposes this obligation contractually.

ARTICLE  16. | TERMINATION OF THE AGREEMENT

1. Lamboo Medical may terminate the Agreement in whole or in part at any time, unless expressly agreed otherwise in Writing. In such case, the Counterparty is entitled only to:
   1. Payment for Goods or Work already delivered and (intermediately) accepted by Lamboo Medical; and
   2. Reasonable compensation for demonstrably incurred, non-avoidable direct costs directly related to not completing the Agreement, up to a maximum of the total contract price. The Counterparty shall minimise damages wherever possible. Termination shall be justified in Writing.
2. Lamboo Medical may dissolve the Agreement in whole or in part due to an attributable failure by the Counterparty that is not remedied within a reasonable period after Written notice of default. No notice of default is required in the event of:
   1. (application for) bankruptcy, suspension of payment, liquidation, or guardianship of the Counterparty or its guarantor or security provider;
   2. attachment not lifted in time;
   3. discontinuation/transfer of the company;
   4. justified fear of non-performance (significant deterioration of financial position/creditworthiness);
   5. or significant changes in control/shareholding that materially increase execution risks.
3. Lamboo Medical may demand security, failing which it may dissolve the Agreement in whole or in part or suspend its obligations.
4. Upon termination or dissolution:
   1. all claims of Lamboo Medical become immediately and fully due;
   2. Lamboo Medical may complete the remaining work itself or through third parties at the Counterparty’s risk and expense, making use of materials, tools, (semi-)finished products, and/or facilities provided by or on behalf of the Counterparty;
   3. Lamboo Medical may use items, documentation, drawings, source files, software, (intermediate) products, and other tools placed or produced under the Agreement insofar as reasonably necessary for completion.
5. Termination or dissolution does not affect Lamboo Medical’s right to compensation for damages. In such case Lamboo Medical, shall not owe damages to the Counterparty.
6. Obligations that by their nature are intended to continue (including guarantees, liability, confidentiality, IP, indemnities, invoicing, payment, and disputes) shall remain in full force.
7. After termination or dissolution, the Counterparty shall immediately and free of charge provide all reasonable cooperation for orderly handover or continuation (return/delivery of Goods, documents, and transfer of relevant (digital) documentation and work files provided or paid for by Lamboo Medical).

ARTICLE  17. | PRICE

1. The agreed price is fixed, binding and not subject to revision, unless the Parties have expressly and in Writing agreed otherwise. Under no circumstances may the price be increased as a result of changes in: (a) exchange rates; (b) purchase prices; (c) freight rates; (d) import/export duties; (e) excise duties; (f) levies/taxes; (g) costs of raw materials/semi-finished goods; (h) wages; or (i) other costs owed to third parties.
2. Unless expressly and in Writing agreed otherwise, the price includes all costs associated with or arising from the complete execution of the Performance, including but not limited to:
   1. import duties, excise duties, levies and taxes, excluding VAT;
   2. fees and all costs for applications and obtaining required permits, approvals and certifications;
   3. fees for use of intellectual or industrial property rights (including licences) required for execution;
   4. all costs of packaging, transport, storage, insurance, (dis)assembly, installation and commissioning on site, even where execution involves tools or resources supplied by Lamboo Medical;
   5. other charges arising from the Agreement or these General Purchase Conditions; and
   6. all efforts, resources and facilities required to execute the order or assignment fully, timely and in accordance with the Agreement (including work preparation, engineering, testing, trials and delivery documentation).

ARTICLE  18. | INVOICE AND PAYMENT

1. Invoicing takes place only after the Performance has been fully delivered, (inter)accepted by or on behalf of Lamboo Medical, and all required documents and records have been submitted. Unless expressly and in Writing agreed otherwise, advance or partial payments are not owed.
2. Lamboo Medical shall pay correct and approved invoices within sixty (60) calendar days of the invoice date. Payment does not constitute (final) acceptance or acknowledgement and does not release the Counterparty from any of its obligations.
3. Invoices shall comply with legal requirements and at minimum include:
   1. Invoice date/number;
   2. name, address, registered office, trade register number, VAT and IBAN number of the Counterparty;
   3. Lamboo Medical purchase order number;
   4. clear description of the Performance, location, period and (interim) delivery date;
   5. specified amounts with VAT breakdown and, where applicable, reverse-charge VAT indication;
   6. signed delivery notes, performance statements and/or timesheets where applicable.
      One invoice shall be issued per purchase order, unless expressly and in Writing agreed otherwise.
4. If any required data/documents are missing or the invoice is incorrect, the invoice shall not be accepted and payment shall be suspended. The payment period restarts once a correct replacement invoice is received.
5. Lamboo Medical may offset outstanding invoices with (future) claims on the Counterparty or affiliated legal entities; it may suspend payment if legally required documents are missing, if the Performance is not yet compliant (including latent defects), or in case of suspension of payment/bankruptcy or similar measures at the Counterparty.
6. Invoices submitted more than six months after (final) delivery or (final) acceptance will not be accepted; the right to payment lapses after this period.
7. Claims of the Counterparty against Lamboo Medical are non-transferable and cannot be pledged without prior express Written consent of Lamboo Medical (Art. 3:83(2) Dutch Civil Code). Payment to any account other than the account known to Lamboo Medical shall only occur after Written notice and verification.
8. No act or omission by Lamboo Medical (including partial payment, (interim) acceptance or use) constitutes waiver of any rights.
9. If Lamboo Medical does not pay on time, it shall—after Written notice of default granting at least fourteen (14) additional calendar days—owe statutory commercial interest under Art. 6:119a Dutch Civil Code, without compound interest.
10. The Counterparty is not entitled to suspend its Performance or reclaim Performance already delivered due to any (alleged) payment dispute.

ARTICLE 19. | INSURANCE

1. The Counterparty shall maintain adequate insurance coverage at its own expense for the duration of the Agreement and—where relevant—the warranty period, including at least: (i) public liability insurance, (ii) product liability insurance, and (iii) professional liability insurance for services such as design and consultancy. The minimum coverage per type of insurance shall be €2,500,000 per occurrence, unless expressly agreed otherwise in Writing.
2. Where reasonably possible, the Counterparty shall designate Lamboo Medical as co-insured or include a third-party clause, and shall provide proof thereof on first request.
3. If adequate insurance coverage is lacking, Lamboo Medical is entitled to obtain appropriate insurance(s) at the expense of the Counterparty, without prejudice to its other rights.

ARTICLE  20. | LIABILITY AND INDEMNIFICATION

1. The Counterparty indemnifies Lamboo Medical against all claims from third parties, including the Principal, arising from or related to the Performance, including product liability, defective goods, unsafe situations, non-compliance, wrongful acts, and infringements of intellectual property rights.
2. The Counterparty shall indemnify Lamboo Medical against all claims from third parties – including the Principal, employees of the Counterparty and third parties engaged by the Counterparty and/or their insurers – that relate to Performance of the Agreement and whose cause is not attributable to Lamboo Medical, as well as all associated costs and damage, including reasonable legal costs.
3. Nothing in the Agreement limits the liability of the Counterparty, including liability for infringement of intellectual property rights, breach of confidentiality, product safety, or data protection legislation.

ARTICLE  21. | INTELLECTUELE EIGENDOM EN RESULTATEN

1. All intellectual property rights to results created by or on behalf of the Counterparty in the context of the Agreement vest exclusively in Lamboo Medical, unless explicitly agreed otherwise in Writing.
2. Where transfer is required, the Counterparty shall transfer such rights to Lamboo Medical and perform all required actions and sign all necessary documents to effectuate such transfer upon first request.
3. If open-source components, standard components, or background IP are used, the Counterparty grants Lamboo Medical a perpetual, irrevocable, worldwide, transferable, sublicensable licence to use such components, including the right to modify or have them modified.
4. The Counterparty warrants that the Goods, Work and Results delivered do not infringe any intellectual property rights of third parties, and indemnifies Lamboo Medical against all related claims, damages, and costs, including reasonable legal fees..
5. The Counterparty shall, upon first request, provide all means necessary for Lamboo Medical to fully use and continue the Work and Results, including but not limited to source files, login credentials, API keys, access rights, and documentation.
6. The documents, source files, software, materials, and other items referred to in this Article shall be delivered to Lamboo Medical in full, unencumbered, and organised per order.
7. In the event of (pending) infringement on Lamboo Medical’s IP rights, the Counterparty shall immediately notify Lamboo Medical and provide all reasonable cooperation in enforcement actions.

ARTICLE  22. | CONFIDENTIALITY AND PUBLICITY

1. The Counterparty shall keep all confidential information strictly secret, shall use such information solely for the performance of the Agreement, and shall not disclose it to any third party without Lamboo Medical’s prior explicit and Written consent. “Confidential information” shall in any case mean: all information from or concerning Lamboo Medical of which the Counterparty knows, or reasonably should know, that it is confidential, including technical, commercial, financial, business or product information, regardless of the form in which it is provided.
2. The Counterparty shall impose identical confidentiality obligations on any engaged third parties and shall be liable for their compliance.
3. Without Lamboo Medical’s prior explicit and Written consent, publicity or external communication regarding (the content of) the Agreement or cooperation is not permitted.
4. In the event of a breach of this article, the Counterparty shall, without any further notice of default, forfeit an immediately payable penalty of €10,000 per violation and €1,000 for each day the violation continues, without prejudice to Lamboo Medical’s right to full compensation of damages.
5. Without Lamboo Medical’s prior explicit and Written consent, the Counterparty shall not make any (direct or indirect) offers to, nor conduct negotiations with, the Principal, insofar as such relate to the specific scope of the Agreement or the respective project and for the duration thereof; this provision does not restrict regular market activities outside the project scope.
6. Upon Lamboo Medical’s first Written request, the Counterparty shall promptly and free of charge return or destroy all confidential information (including copies and digital files), subject only to statutory retention obligations.

ARTICLE 23. | DATA PROTECTION

1. The Counterparty processes personal data in accordance with applicable privacy laws, including the GDPR and Dutch Implementation Act (UAVG).
2. If the Counterparty processes personal data as a processor, the Parties shall enter into a data processing agreement in accordance with Article 28 GDPR prior to commencement of such processing.

ARTICLE 24. | OWNERSHIP, RISK AND ITEMS PROVIDED

1. The risk of loss or damage of Goods and Results transfers to Lamboo Medical only upon (final) acceptance. In case of rejection, the risk remains with the Counterparty.
2. Items provided by Lamboo Medical to the Counterparty remain the property of Lamboo Medical. The Counterparty shall handle, store and use these items appropriately and insure them at its own cost against customary risks.
3. The Counterparty expressly waives any right of retention with respect to items belonging to Lamboo Medical and ensures that all third parties engaged make the same waiver.
4. If Lamboo Medical makes an advance payment, all Goods manufactured or intended for the Agreement shall be considered the property of Lamboo Medical and may not be used for any other client.
5. Upon receipt of any items made available by Lamboo Medical, the Counterparty must inspect these immediately and report defects. Failing such notification, the items are deemed received in good condition.

ARTICLE 25. | APPLICABLE LAW AND JURISDICTION

1. Dutch law exclusively applies to every Agreement and all related legal relations between the Parties. The applicability of the Vienna Sales Convention (CISG) is excluded.
2. The competent court in the district of The Hague shall have exclusive jurisdiction, unless Lamboo Medical chooses a different legally competent court.

ARTICLE 26. | LANGUAGE AND AUTHORITY

1. These general purchasing conditions are drawn up in Dutch. In the event of discrepancies between a translation and the English text, the Dutch version prevails.
2. The Counterparty guarantees that it is validly represented and authorised to enter into the Agreement, unless explicitly agreed otherwise in Writing.

ARTICLE 27. | AMENDMENTS TO THESE GENERAL PURCHASE CONDITIONS

1. Lamboo Medical may amend these general purchasing conditions. The amended version shall apply to new Agreements and may be declared applicable to ongoing Agreements, provided the Counterparty is notified.