General Terms and Conditions
of Sale

ARTICLE 1 – DEFINITIONS

“PRODUCTS”: The medical devices and services marketed by SERF.

“SERF”: SOCIETE D’ETUDES DE RECHERCHES ET DE FABRICATION S.A.S., 85 avenue des Bruyères – 69 150 Décines-Charpieu (France).

“CLIENT”: Any individual or legal entity who places an order with SERF, whether or not they are an end user of the PRODUCTS.

ARTICLE 2 – PURPOSE

The purpose of this Agreement between SERF and the CLIENT is to define the terms and conditions under which SERF undertakes to sell the PRODUCTS to the CLIENT, and under which the CLIENT undertakes, by accepting them without reserve, to purchase the PRODUCTS under the conditions (“GTCS”) set out below.

ARTICLE 3 – ORDERS

Orders shall be final as soon as they are sent to SERF, by any means. The sale shall only be considered valid upon SERF’s written acceptance of each order, or at the latest upon delivery of the PRODUCTS to the CLIENT. The order is for the personal benefit of the CLIENT and cannot be transferred without SERF’s prior agreement.

ARTICLE 4 – SHIPPING – DELIVERY – ACCEPTANCE

The PRODUCTS, whether firm sales or consignment, shall be transported at the CLIENT’s risk, even when shipped carriage-paid. SERF shall not be held liable for any alterations, loss or damage incurred during transport. Deliveries shall be made either via direct delivery of the PRODUCTS to the CLIENT, or by handover to a carrier at SERF’s premises. Deliveries are only made on a first-come, first-served basis. SERF may make partial or complete deliveries. Delivery times are provided for information purposes only, and are dependent on SERF’s supply and transport capacities. Late deliveries shall not give rise to damages, retention or cancellation of pending orders. SERF’s liability shall not be invoked for any delayed or non-delivery. SERF shall be released from its obligation to complete an order in the case of a force majeure event. Acceptance is marked by the CLIENT’s signature of the delivery note. The CLIENT shall check the PRODUCTS upon delivery and, where applicable, shall express any reserves in the case of damage or failure to comply with the procedures and time frame set out in Article L. 133-3 of the French Commercial Code. The CLIENT shall notify the carrier having made the delivery, by registered letter with acknowledgement of receipt, of any damage or loss noted on delivery, within three days following receipt of the PRODUCTS, pursuant to Article L. 133-3 of the French Commercial Code, and it shall be the CLIENT’s responsibility to exercise any recourse against the carrier. In the absence of any reservations, SERF’s liability cannot be invoked. Notwithstanding the retention of title clause below, all risks of loss and deterioration to the PRODUCTS sold, as well as any damage they may cause, are transferred to the CLIENT as of the date of the PRODUCTS’ delivery.

ARTICLE 5 – PRICE

In the absence of an express, written agreement, the PRODUCT prices presented in SERF documentation are provided for information purposes only, and invoices shall always be prepared based on prices applicable on the date of shipment and, for certain PRODUCTS, on the price determined by applicable legal and/or regulatory provisions. The terms and conditions stated on pro forma invoices issued by SERF shall be valid for (1) month. Prices are presented excluding taxes, Ex Works Décines-Charpieu (Incoterms® 2010), plus VAT at the legal rate. Any taxes, levies, duties or other amounts to be paid pursuant to French and EU regulations, or those imposed by an importing country or transit country, shall be borne by the CLIENT.

ARTICLE 6 – PAYMENT – LATE PENALTIES

An invoice shall be drawn up and issued upon each delivery. Invoices are payable to the SERF registered office. Invoices issued by SERF are payable to any professional practicing as a sole trader, and within thirty (30) days after the end of the month following the delivery date of the PRODUCTS for other CLIENTS. No discount is granted for early payment. The CLIENT shall not be entitled to offset invoice amounts against any amounts owed to them by SERF. Under this clause, and in the event of deferred payment or payment in instalments, payment shall constitute not the mere delivery of bills of exchange or a cheque involving the obligation to pay, but rather the actual settlement on the agreed upon due date. Under no circumstances shall any complaint made by the CLIENT delay or suspend payments. In the event of late payment, SERF may suspend all pending orders until payment is made in full by the CLIENT, without prejudice to any other course of action. As a penalty clause, and as from the due date stated on each invoice, late payments shall automatically give rise to late penalties equal to the statutory interest rate plus 7 basis points, pursuant to the French Commercial Code (Art. L.441-6), and a fixed recovery fee of €40. Any costs incurred to recover the amounts owed by the CLIENT in excess of the fixed fee of €40 shall be borne by the CLIENT, upon presentation of receipts.

ARTICLE 7 – RETENTION OF TITLE

SERF shall retain ownership of the PRODUCTS until full payment of the price, fees and taxes. In the event of non-payment by the due date, or if the CLIENT is subject to rehabilitation proceedings or court-ordered liquidation before payment is made in full, SERF hereby reserves the right to request the return of the PRODUCTS by registered letter with acknowledgement of receipt, under the terms and conditions set out in Articles 1599 and 2279 of the French Civil Code. SERF and its carrier shall be authorised to enter the premises where the PRODUCTS are located during the CLIENT’s business hours, in order to remove them. Accordingly, (1) in the event that the PRODUCTS are recovered, any amounts paid by the CLIENT shall definitively accrue to SERF, (2) the CLIENT shall insure the delivered PRODUCTS at the replacement value against risks of loss, damage, destruction or theft, and shall inform SERF of any steps taken by third parties concerning the PRODUCTS, in particular in the case of seizure (3) in the case of resale and/or transformation of the PRODUCTS delivered, the CLIENT hereby undertakes, upon first request by SERF, to assign all or part of the receivables from buyers for the amounts due. These provisions shall not prevent, upon delivery of the PRODUCTS by SERF to the carrier or shipper, the transfer to the CLIENT of the risks of loss or deterioration of the PRODUCTS subject to retention of title, as well as any damage they may cause.

ARTICLE 8 – WARRANTY – COMPLAINTS REGARDING QUALITY – LIMITED LIABILITY

SERF hereby warrants that the PRODUCTS delivered shall comply with applicable regulations and the specifications set out in any notices, throughout the term of validity of the PRODUCTS delivered, subject to compliance with the conditions of storage and use for the PRODUCTS. Any complaints regarding the PRODUCTS delivered must be sent to SERF immediately. It shall be the CLIENT’s responsibility to provide any evidence to support its complaints. Any doubts about the quality of the PRODUCTS shall not exempt the CLIENT from paying the amount owed on the due date. SERF offers no express or implicit guarantee as to the suitability of using the PRODUCTS for a particular purpose. In any event, SERF’s liability shall be limited to the replacement or repair of equipment recognised as defective; under no circumstances shall SERF be held liable, whether pursuant to a claim alleging contractual or tortious liability or any other action, any direct or indirect, incidental or consequential damage, or of any nature whatsoever, or any loss, including but not limited to financial and commercial losses, such as loss of earnings, revenues, customers or data, resulting from the use of the PRODUCTS.

ARTICLE 9 – PRODUCT RETURNS

Excluding any complaints regarding PRODUCT quality, any PRODUCT returns, in particular in the case of an error in the CLIENT’s order, must be the subject of formal, written agreement between SERF and the CLIENT. Subject to SERF’s agreement, PRODUCTS must be returned together with the Return Slip previously sent to the CLIENT by SERF, and must be returned to SERF in full, in the condition in which they were delivered, unopened, and still in their original packaging. PRODUCTS shall only be sent to SERF with a carrier mandated by SERF for this purpose. No PRODUCT returns shall be accepted by SERF without its consent, on the sole initiative of the CLIENT.

ARTICLE 10 – TRADEMARKS AND INTELLECTUAL PROPERTY – PRODUCT USE – PRODUCT RESALE

SERF, as well as all of the distinctive signs and designations used on the PRODUCTS, are registered trademarks, the use of which is not granted to the CLIENT under this agreement. These GTCS entail no transfer of patent licenses or any other industrial property rights or marketing and/or distribution rights from SERF to the CLIENT over the PRODUCTS sold. Any research, plans, drawings or documents submitted or sent by SERF to the CLIENT shall remain the property of SERF, and may not be disclosed to third parties. The CLIENT must comply with all laws, regulations and/or directives applicable to the use of the PRODUCTS. The CLIENT hereby certifies that the PRODUCTS shall be used under its sole responsibility, without being able to invoke SERF’s liability in any way whatsoever in the case of complaints, damage or losses that may result from the CLIENT’s use of the PRODUCTS. Any reselling of PRODUCTS must be approved in advance by SERF.

ARTICLE 11 – MATERIOVIGILANCE AND TRACEABILITY

In light of the specific regulatory constraints applicable to medical devices, without prejudice to the provisions of the French Public Health Code, the CLIENT undertakes to: (1) ensure complete traceability of the medical devices for which SERF issues a batch number or series number, (2) promptly report any incident or malfunction that may affect the safety and/or health of patients or staff, (3) comply with any instructions that may be given by SERF or any public body in relation to the PRODUCTS or their use. Acceptance of the delivery entails unconditional acceptance of these three undertakings.

ARTICLE 12 – PERSONAL DATA PROTECTION

All of the CLIENT data collected is necessary for the execution of the PRODUCT sales contract (order, shipment, delivery, acceptance, traceability). SERF undertakes to respect the confidentiality of the personal data and information supplied by the CLIENT, and to process it in compliance with the French Data Protection Act (Loi Informatique et Libertés) of 6 January 1978 as amended. SERF hereby represents that this data will primarily be used by its departments to perform the PRODUCT sales contract. At any time, the CLIENT may exercise their right to access their data file, as well as their right to correct or erase their personal data, by posting a written request (including their email address, full name, and mailing address), to the following address: SERF, 85 av. des Bruyères, 69150 Décines-Charpieu.

ARTICLE 13 – APPLICATION – SCOPE AND COURTS WITH JURISDICTION

The act of placing an order and/or accepting the PRODUCTS ordered constitutes the CLIENT’s definitive, complete and unreserved acceptance of these GTCS. SERF’s applicable GTCS are those included in the most recent invoices issued by SERF and/or, where applicable, those sent directly to the CLIENT by SERF. In the event of a contradiction between the provisions of this hard-copy version of the GTCS and the provisions of another version, the provisions of the most recent version shall prevail. These GTCS shall prevail over any terms and conditions that may be included in the CLIENT’s documents, and shall apply to all SERF sales in France and abroad. Any conflicting condition set by the CLIENT shall be, unless expressly accepted, non-binding on SERF, regardless of when it is brought to its attention. Any additions, deletions or modifications to these General Terms and Conditions of Sale that are not approved by SERF shall be deemed null and void. No special condition or General Term and Condition of Purchase set by the CLIENT may take precedence over these GTCS, unless formally agreed to in writing by SERF. Should SERF choose not to invoke any provision of these GTCS at any time, this shall not be interpreted as a waiver of any subsequent right to invoke any of the provisions hereof. In the event of special agreements contractually provided for between SERF and the CLIENT, such agreements may deviate from some of the provisions of these GTCS, the other provisions of which shall remain applicable, to the extent that they do not conflict. These GTCS are governed by the laws of France. Any disputes relating to these GTCS shall be submitted to the Lyon Commercial Court.

Décines-Charpieu, 20 May 2016.