General Terms and Conditions of Sale

N.B.: In the General Terms and Conditions of Sale (also referred to as the GTCS) below, the company SPENGLER may also be referred to as SPENGLER MEDICAL, which is its trade name for its distribution activities.

1. ACCEPTANCE OF OUR TERMS: Our general terms and conditions of sale, as well as our specific terms and conditions, are deemed to be irrevocably accepted by our customer. Spengler reserves the right to amend these general terms and conditions of sale at any time. Where applicable, the new general terms and conditions of sale will be brought to the customer’s attention by an online update and will apply only to sales made after the update. All sales transactions between Spengler and the customer are therefore subject to our terms below, notwithstanding any contrary stipulation that may be stated on the customer’s purchase orders. The customer’s general purchasing terms shall be binding on us only insofar as they have been expressly accepted in writing by Spengler.

2. ORDER: Orders for all products excluding medical gases: Any order must be sent by email to commandes@spengler-med.fr, or via the website spengler-med.fr. For any addition to an order in progress, the customer must contact the sales department by telephone or email in order to obtain its approval. Failing this, the addition will be considered a new order. For any order addition, Spengler reserves the right to treat the addition as a new order if the order preparation has already been completed. Spengler reserves the right to decline any order that does not comply with these GTCS.

Orders for medical gas products: Products from Spengler’s medical gas business are distributed to end-user customers. Orders must be sent by email to gaz-medicaux@spengler.fr. For any order addition, Spengler reserves the right to treat the addition as a new order if the order preparation has already been completed. Spengler reserves the right to decline any order that does not comply with these GTCS.

3. PRICES: In the absence of a specific supply agreement, the prices applied by Spengler are those shown in the price list in force on the day the order is placed. Quotations are valid for 30 days from the date of issue, unless otherwise specified at Spengler’s initiative. Prices are in euros, excluding tax (VAT at 20% unless otherwise stated, or for sales in a country other than France), with products made available at our premises, with costs, packaging and taxes extra (or EXW Aix-en-Provence). Shipping costs are borne by the customer unless specific provisions apply for carriage paid. Prices may be changed at any time, in particular in the event of variations in raw materials or currencies. In the event of a price change between order confirmation and the actual delivery date, and subject to the customer being informed by Spengler, the customer may refuse delivery.

4. PRICE LISTS AND SALES PRICES: All products excluding medical gases: In order to preserve the consistency and image of the marketed brands, Spengler publishes a general price list with a recommended indicative public price excluding tax. In accordance with applicable regulations, the distributor remains free to set its sales price.

Medical gas products: Spengler publishes a rental and provision price list for cylinders and equipment, with the public price excluding tax and the public price including tax.

5. COMMITMENTS: We reserve the right to decline any order that does not comply with our general terms and conditions of sale.

6. DELIVERY TIMES: Delivery times are established in good faith and are provided for information purposes only. Unless expressly agreed otherwise in writing, a delay may under no circumstances justify cancellation of an order—particularly an order for products requiring specific manufacturing—nor give rise to any compensation.

7. DELIVERY, COSTS AND RISKS: Our equipment is always deemed sold, received and accepted at our premises. It travels at the customer’s risk. Any reservations must be notified to the carrier by registered letter within 48 hours of delivery. Our customer undertakes to collect or accept our goods within 5 days after they are made available.

Delivery charges are invoiced for each order (excluding carriage paid—see Article 8). Spengler reserves the right to change delivery charge conditions at any time without notice.

a) If delivery is refused by the customer when Spengler has made no delivery or preparation error and the products are in good condition, transport costs will not be refunded when issuing any credit note; any discount applied to transport costs for a delivery (in particular if it is a

carriage-paid order) will be cancelled when the credit note is issued, and the customer will become liable for the full transport costs.

b) Any order containing one or more products unavailable at the time of ordering will be subject to specific handling. Where possible, the customer will be offered an equivalent substitute product.

c) Any partial delivery of an order must be subject to the customer’s written agreement (by prior written confirmation) and will result in transport costs being invoiced for each delivery.

Specific to the medical gas business: The collection of empty or full containers is carried out under the same conditions and at the same location as the delivery of full containers.

8. COMMERCIAL TERMS / DELIVERIES: Sales in Metropolitan France:

– For any delivery of €280 excl. VAT or more, excluding Corsica, delivery will be carriage paid.

– For Corsica, the carriage-paid threshold is set at €320 excl. VAT.

– For any delivery between €100.01 excl. VAT and €279.99 excl. VAT, transport costs will be invoiced at €35 excl. VAT.

– For any delivery of €100 excl. VAT or less, a flat fee of €50 excl. VAT, including transport costs and administrative fees, will be invoiced.

– Sales outside Metropolitan France: For any delivery outside Metropolitan France, delivery and invoicing terms are specified in the quotation and will be subject to a specific agreement with the customer depending on the Incoterm applied.

9. CLAIMS AND AFTER-SALES SERVICE: Any claim concerning the goods supplied must be made by email to sav@spengler-med.fr within 5 days of receipt, referring to the delivery note number and date, the customer number, the product reference and quantity, and stating the reasons for the request. After this period, the claim will no longer be considered.

a) No return of goods will be accepted without prior written request, and provided they are returned to us in new condition and in their original packaging.

b) As part of after-sales service, the returned product must be free of any dirt; failing this, it will not be handled by our after-sales service.

c) A return number (RMA—Return Merchandise Authorization) valid for 15 days, obtained from our after-sales service, must be clearly visible on the packaging. Any parcel without a valid RMA return number will be refused.

d) In the event of an after-sales return, if after inspection the product shows no malfunction or is not covered by the warranty, a diagnostic flat fee—whose amount will depend on the nature of the product—will be systematically invoiced (the diagnostic flat fees are listed in our public price list).

e) Any claim concerning our invoices must be brought to our attention by registered letter within 10 days of receipt. Failing this, they will be deemed accepted without reservation.

f) Incomplete supply of an order cannot justify refusal to pay for the goods delivered. Partial invoices may also be issued as the goods are supplied.

g) Payment of invoices may never be conditional upon installation or commissioning of the equipment.

h) Any dispute between the customer and Spengler shall in no way suspend payment of the undisputed portion of the invoice.

In general, the customer undertakes to forward to Spengler all claims made by direct users. Spengler, for its part, undertakes to process them and act accordingly. If Spengler requests a product recall, the customer undertakes to carry it out. To facilitate this operation and as a preventive measure, the customer, where possible, keeps a register of direct users.

10. WARRANTY:

a) Products of the brands in our Group (Spengler, Holtex, De Boissy, DDM, ECM, Luxamed), excluding consumables and accessories, are warranted for 1 to 5 years. Information on warranty periods is available in our catalogues or, failing that, upon simple request to Spengler.

b) Other products that may be distributed by Spengler benefit from the warranty granted by their manufacturer and bind only that manufacturer.

c) For the brands belonging to its Group (Spengler, Holtex, De Boissy, DDM, ECM, Luxamed), after they are discontinued, Spengler will ensure the availability of spare parts for a period of two years beyond the warranty period. The availability of spare parts for other products that may be distributed by Spengler is not guaranteed by Spengler, and will be ensured by their manufacturer only within the limits of its commitments. Spengler may not under any circumstances be held liable in the event these spare parts are unavailable.

d) Under no circumstances do we guarantee that the goods supplied are suitable for addressing a particular issue specific to the user’s activity.

We shall not be liable to pay any compensation to the user or to third parties for the consequences of the use of the goods, whether direct or indirect damage, personal injury accidents, damage to property other than our equipment, loss of profit or loss of earnings, or damage arising from or to arise from deterioration or loss of data recorded by the user. This article constitutes the sole and exclusive warranty granted by Spengler, to the exclusion of any other warranty, in particular any warranty concerning the quality of the service provided by the equipment or its suitability for the objectives or use assigned to it by the customer or the end customer. The customer, having become aware of the technical characteristics of the products, has, under its own responsibility and according to its needs as it has determined them, chosen the products covered by its order. Accordingly, Spengler does not guarantee the adequacy or suitability of the products to serve or meet the needs of the customer or its customer and/or for a specific or particular use for which the latter intends them.

e) In its capacity as a professional seller, the customer is responsible for the duties of advice and information intended to fully inform its own customer about the suitability of the equipment offered and sold to the specific needs of that customer. The implementation of these duties involves, in particular but not exclusively, appropriate use of the documentation supplied with the equipment.

f) As part of quality checks and maintenance, diagnostic flat-rate packages are offered to each of our customers according to the current price list published each year by Spengler (see Article 4).

11. LIMITATION OF LIABILITY: If Spengler’s liability were to be incurred as a result of non-performance or improper performance of the contract, the total compensation could not, by express agreement, exceed an amount equal to the price of the goods that gave rise to the damage.

12. OWNERSHIP: The customer shall refrain from modifying our goods in any way whatsoever. The customer shall refrain from counterfeiting our goods, allowing them to be counterfeited, or facilitating such counterfeiting in any way whatsoever. Our intermediary customers between our company and the users are required to include the above paragraph in their terms of sale, or a text having the same effect.

13. DEPOSIT: Deposits paid by our customer are credited against the price of the order and do not constitute earnest money, the forfeiture of which would allow the parties to withdraw from the contract.

14. RETENTION OF TITLE: Notwithstanding the transfer of risk, we shall retain full ownership of the goods until full payment of the price, taxes and accessories. In the same way as for all our general terms and conditions of sale, ordering a product listed in the catalogue implies the buyer’s unconditional acceptance of this retention of title clause.

The customer undertakes to notify us immediately, failing which it shall be liable for damages, of any seizure carried out by a third party. The customer undertakes to allow us to repossess our goods without prior notice, to authorize us to enter the premises, and to bear all costs of removing our goods. The name of the third-party purchaser must be communicated to us by registered letter.

In the event of non-payment, in full or in part, at the due date, Spengler may, without prior formal notice, repossess said products and accessories. Any sums already paid by the customer shall remain with Spengler as damages. The customer shall clearly identify these products as the property of Spengler and shall take out the necessary insurance to cover any damage or potential compensation.

For the Medical Gases business: Spengler remains the owner of the cylinders made available or rented.

15. PAYMENT TERMS:

a) Our invoices are payable under the following terms:

– Orders are payable, by default, in advance.

– A credit line may be granted, after review by our finance and sales departments, within the limits of legal conditions. Payment terms may be revised at any time and without notice, following review by Spengler’s finance department.

b) For VAT-liable parties, it is stated that only the tax corresponding to the price actually paid gives rise to a right to deduction. Consequently, failure to pay the invoice in full or in part by its due date shall automatically, without prior formal notice, entitle Spengler to fixed damages equal to 15% of the unpaid amount incl. VAT. Late payment penalties shall accrue in addition to these damages, at the contractual rate of 1.80% per month of delay. This interest will be calculated from the sending of a formal notice. If the contractual late interest rate were to become higher than the legal usury rate, this clause would not be null and void; however, the interest rate would be capped at the maximum rate provided by law. This clause does not affect the immediate enforceability of the debt.

c) In the event of termination and/or withdrawal from the contract due to the customer, Spengler shall be entitled to claim specific performance of the damages set at 30% of the minimum total sales price. Spengler also reserves the right to prove greater damage, in which case it must be compensated in full.

d) We also reserve the right to cancel unpaid orders or to suspend their performance. Following payment incidents, we reserve the right to modify previously granted payment terms.

16. PROCESSING OF PROFORMA INVOICES AND ADVANCE PAYMENT: If your order is subject to a proforma invoice and advance payment, upon receipt of the order we will send you a corresponding proforma invoice for the total amount of the products you ordered, without indicating availability. Upon receipt of your payment, the order will then be prepared and we will deliver, under the conditions in force, the available products; any backorders will be delivered later as soon as they are available and under the delivery conditions for backorders (see paragraphs 6 and 7).

17. NON-PAYMENT: Failure to pay an invoice at its due date, any request for a payment extension, or any fact that may imply the customer’s insolvency shall result in the loss of the granted payment term for all equipment delivered or in the process of being manufactured, making such payment immediately due and granting us the right to terminate ongoing contracts without further formalities than notification by registered letter, without this giving rise to any compensation whatsoever for our customer. Furthermore, if, during a previous order, the customer failed to comply with one of its obligations (late payment, for example), a refusal to sell may be validly asserted against it, unless the customer provides sufficient guarantees or prepayment. No discount for cash or early payment will then be granted.

18. MODIFICATIONS TO THE EQUIPMENT: The customer agrees that any equipment may be modified by the supplier without the customer’s prior consent, provided, however, that the level of the equipment concerned achieves comparable performance.

19. JOINT AND SEVERAL LIABILITY: If the invoice, at the request of the ordering party, is issued in the name of a third party, the ordering party and the third party shall be jointly and severally liable for payment thereof and for performance of the other commitments arising from the general and specific terms and conditions of sale.

20. EXPORT RESTRICTIONS: The customer undertakes to comply with the legal export control provisions issued by the United States, as well as the legislation issued by the European Union and its Member States in this area. In the event the goods are exported outside the European Union, the customer is required to obtain Spengler’s prior written authorization. In the event of non-compliance with this provision, the customer shall indemnify Spengler for all resulting damages, costs and expenses.

21. EXCLUSIVE JURISDICTION: Any dispute relating to the interpretation, performance or termination of the contract shall be governed by French law. In the event of a dispute for any reason whatsoever, the only jurisdiction recognized and accepted by both parties shall be that of the Commercial Court of Aix-en-Provence, notwithstanding any incidental claim or warranty claim or in the event of multiple defendants. This jurisdiction clause shall apply even in summary proceedings. Spengler nevertheless retains the right to bring proceedings before any competent court, in particular that of the customer’s registered office or that of the location of the delivered products.

22. CUSTOMER LIABILITY:

Liability of the medical equipment reseller: As a reseller of medical equipment, the customer acknowledges being aware of its responsibilities regarding feedback to the manufacturer of the medical devices it markets, in compliance with applicable regulations. In particular, it undertakes to report all complaints or notifications relating to incidents occurring during the use of said devices. The customer undertakes to follow the recommended storage and transport conditions for said products, and also to ensure their traceability up to the end user, in order to enable product returns in the event of a formal request from us. We expressly invite our customers to carefully read the instructions in the leaflet or on the labeling accompanying each medical device. Products with a limited shelf life or requiring specific storage conditions are the customer’s responsibility. The customer purchasing medical devices from Spengler is considered to have distributor status under the new EU Regulation 2017/745. We remind you that, as a distributor, the customer is required to comply with the requirements applicable to you (only EU Regulations 2017/745 and any amendments thereto on the EU website are authoritative). The customer and end users (where applicable, the customer’s direct customer) who become aware of an incident or risk of an incident involving a device that has resulted in, or may result in, death or serious deterioration in the state of health of a patient, a user or a third party must imperatively and immediately inform Spengler in writing of any incident likely to fall under the materiovigilance reporting obligation applicable to a medical device, and report it without delay to the specifically concerned French authority, namely the National Agency for the Safety of Medicines and Health Products (ANSM), including via the Agency’s website.

User liability for the Medical Gases pharmaceutical activity: the user must immediately (within 24 hours) inform Spengler of any anomalies observed: faulty cylinder or system, suspected adverse effect following administration of the gas to the patient.

23. PROCESSING OF PERSONAL DATA:

The personal information collected from the customer is subject to computer processing by Spengler and is essential for processing the order. This information and personal data are also retained for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary to perform the ordered work and any warranties that may apply after completion of such work.

In accordance with EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 and Law 78-17 of 6 January 1978 as amended by Law No. 2018-493 of 20 June 2018 (Official Journal of 21 June 2018), you have a right of access, a right to request rectification or erasure, a right to object on legitimate grounds and to restriction of processing, a right to data portability, and a right to define directives regarding the fate of your data in the event of cessation of activity. These rights may be exercised by sending a request accompanied by proof of identity to the Data Protection Officer by post to Spengler’s address or by email to informatique@spengler-med.fr.

Spengler undertakes to maintain the strictest confidentiality with regard to personal data communicated to it by the customer or by natural persons acting on its behalf. Information of this nature collected when placing an order (purchase order, email, telephone, fax, etc.) is processed to ensure proper processing and follow-up, and is intended for the relevant departments. If, after contacting us, you consider that your rights are not being respected, you may submit a complaint to the CNIL online or by post.

24. IDU FOR THE EPR STREAMS TO WHICH SPENGLER IS SUBJECT AS A PRODUCER

IDU IN THE PRODUCERS’ REGISTER: Registration number pursuant to Article L. 541-10 of the French Environmental Code: FR001480_05FQH2

IDU CITEO: Unique identification number generated by ADEME under the EPR scheme for household packaging and graphic papers: FR001480_01ZZVG

IDU VALDELIA: Unique identification number generated by ADEME under the EPR scheme for furniture: FR001480_10XTEG