TERMS AND CONDITIONS OF INNOVATION SUISSE SANTÉ SARL

Article 1: Scope of application

1.1 These General Terms and Conditions of Sale (hereinafter referred to as the "General Terms and Conditions" or "GTC") exclusively govern the business relationship between INNOVATION SUISSE SANTÉ Sàrl (hereinafter referred to as the "Company"), CHE-410.635.395, located at Dorfmatte 609, 3113 Rubigen, and its professional customers (hereinafter referred to as "Professional Customers" or "B2B Customers").

1.2 The Company specializes in the marketing of sanitary products, in particular hydroalcoholic gel and standard surgical masks, exclusively to companies, organizations, institutions and other professional entities.

1.3 These General Terms and Conditions apply to all commercial transactions carried out by the Company, including sales made via its website, its resellers, as well as orders placed by telephone, e-mail, oral statement or any other voluntary manifestation on the part of Professional Customers.

1.4 Access to and use of the Company's website by the Professional Customer, in particular for the purchase of the Company's products, implies full and unreserved acceptance of these General Terms and Conditions, which the Professional Customer declares to have read and accepted.

1.5 The Company reserves the right to modify these General Terms and Conditions at any time, at its sole discretion. It is the responsibility of the Professional Customer to consult them regularly in order to be informed of any modifications. The applicable conditions are those in force at the time the contract is concluded by the Professional Customer, unless the latter expressly accepts different provisions in writing.

Article 2: Conclusion of the Contract

2.1 The contract between INNOVATION SUISSE SANTÉ Sàrl and the Professional Customer is concluded when the Professional Customer explicitly accepts the commercial offer proposed by the Company. This acceptance may be manifested by confirmation of an order placed via the Company's website, by written correspondence, by verbal agreement, or by any other means agreed between the parties.

2.2 The order confirmation sent by the Company to the Professional Customer constitutes formal acceptance of the order and marks the entry into force of the contract. The contract is also deemed concluded when the Professional Customer uses the services or receives the products ordered.

2.3 The Company's offers are intended exclusively for a professional audience. By accepting an offer from the Company, the Professional Customer declares and guarantees that he/she is acting in a professional capacity and not in a personal capacity.

2.4 Any additions, modifications or additional conditions proposed by the Professional Customer shall form an integral part of the contract only if and insofar as the Company has expressly accepted them in writing.

2.5 The Company reserves the right to refuse any order from a new or existing customer in the event of non-compliance with previous payment conditions, or for any other legitimate reason relating to the customer's creditworthiness or payment behaviour.

Article 3: Rates

3.1 Unless otherwise specified, all prices are quoted in Swiss francs (CHF). The Company reserves the right to indicate prices in other currencies, adapted to the international markets where its products are sold.

3.2 The prices offered to Professional Customers include amounts relating to value-added tax (VAT), where applicable. The rate of VAT is determined according to the legislation in force in the countries of destination of the products.

3.3 The prices indicated do not include any taxes, customs duties or other additional charges that may apply depending on the jurisdiction of the Professional Customer.

3.4 Postage, packaging and other logistical costs are not included in the prices indicated and will be invoiced separately, unless otherwise stated or specifically agreed with the Professional Customer.

3.5 The Company reserves the right to modify its prices at any time. The applicable prices are those in force at the time the contract is concluded, unless otherwise agreed in writing between the Company and the Professional Customer.

3.6 In the context of B2B commercial relations, preferential rates or discounts may be granted on the basis of order volume, regularity of orders or other criteria defined by the Company.

Article 4: Payment

4.1 The Company offers Professional Customers various payment methods, in particular by invoice, credit card or bank transfer. Specific conditions may be negotiated and set out in individual contractual agreements.

4.2 In general, the sale price must be paid in full by the Professional Customer upon conclusion of the contract, unless otherwise agreed. Products ordered will be shipped upon receipt of full payment by the Company.

4.3 In certain cases, the Company may, at its sole discretion, grant deferred payment to the Professional Customer. In such cases, an invoice will be issued and products may be shipped prior to full payment. The Professional Customer undertakes to pay the invoice within 30 (thirty) days of its date of issue.

4.4 In the event of late payment, the Professional Customer will be given formal notice. Late payment interest of 5% per annum will be applied from the first formal notice.

4.5 The Company reserves the right to require advance payment for any order, at its discretion and without the need for justification.

4.6 When ordering via an internet platform, payment must be made electronically during the order process (credit card, PayPal, or other electronic payment systems).

4.7 It is not permitted for the Professional Customer to offset an amount due against other claims against the Company, except with the Company's written consent.

4.8 In the event of non-compliance with payment conditions, the Company reserves the right to suspend deliveries or services until the situation has been rectified.

4.9 terms.mfgroup.ch/agbfiles/Endkundeninformationen_AGB_en.pdf

4.10 terms.mfgroup.ch/agbfiles/Endkundeninformationen_Checkouthinweis_en.pd

Article 5: Company obligations

5.1 The Company undertakes to deliver the products ordered within 10 (ten) to 20 (twenty) working days for deliveries in Switzerland, and according to agreed lead times for international sales. These times may be adjusted to suit the specific requirements of Professional Customers.

5.2 If delivery within the agreed timeframe is not possible, the Company will inform the Professional Customer of any delay and of the new planned delivery date, within 5 (five) working days of becoming aware of the delay.

5.3 In the event of force majeure affecting the Company's ability to deliver (e.g. natural disasters, strikes, political unrest), the Company is released from its delivery obligations for the duration of these events. If the delay exceeds 30 (thirty) days, the Professional Customer or the Company may cancel the order, with a full refund of the sums already paid.

5.4 Unless otherwise agreed, the place of performance for the delivery of products is the Company's registered office.

5.5 The risk of loss or damage to the products is transferred to the Professional Customer when the products are handed over to the carrier.

5.6 Orders may be cancelled at no extra cost if the cancellation request is received at least 48 (forty-eight) hours before the scheduled delivery date. If the products have already been dispatched, the Professional Customer must return them at his own expense for reimbursement. Products must be returned in their original, unopened packaging.

5.7 The Company may employ auxiliaries to perform its contractual obligations. The liability of such auxiliaries to the Professional Customer is limited in accordance with these General Terms and Conditions.

Article 6: Exchange

6.1 The exchange of delivered products is excluded in principle. Products are sold as is, and no request for exchange will be processed, except in the cases specified below.

6.2 An exchange is only possible in the event of a manufacturing defect or proven non-conformity of the product with the order specifications. In such a case, the Professional Customer must notify the Company within 5 (five) working days of receipt of the product.

6.3 To initiate an exchange procedure, the Professional Customer must provide proof of the defect or non-conformity, and return the product in its original condition, with its original packaging. The cost of returning the product will be borne by the Professional Customer, unless otherwise agreed in writing by the Company.

6.4 Upon receipt of the returned product, the Company will evaluate the exchange request and, if deemed valid, will proceed to exchange the product or provide a suitable alternative solution.

6.5 Products ordered to measure, personalized or specially adapted to the needs of the Professional Customer are not eligible for exchange, except in the case of non-conformity with the agreed specifications.

Article 7: Warranty

7.1 The Company excludes any warranty of quality or durability of products beyond what is expressly stipulated in individual contractual agreements with Professional Customers.

7.2 Where a warranty is expressly granted, it is limited to the warranty against defects in workmanship and materials for a period specifically agreed in the contract.

7.3 The warranty does not cover damage resulting from misuse, negligence, improper storage, or modifications made by the Professional Customer or third parties.

7.4 The Professional Customer is obliged to inspect the products immediately after delivery and to notify any defects in writing within 5 (five) working days. Failing such notification, the products shall be deemed to have been accepted, except for defects which were not visible at the time of the initial inspection.

7.5 In the event of a proven defect covered by the warranty, the Company may elect to repair or replace the defective product, or offer a price reduction, as deemed appropriate by the Company.

7.6 All warranty commitments take effect on the date of delivery of the product and are limited to a duration to be specified in the individual contract.

7.7 This warranty clause is exhaustive. Any other claim by the Professional Customer for defects or non-conformity of the products is excluded, unless explicitly stated otherwise in the contract.

Article 8: Liability

8.1 The Company shall only be liable for direct damage caused by its gross negligence or wilful misconduct. Any liability for indirect or consequential damages, such as loss of profit, business interruption or loss of data, is expressly excluded.

8.2 In any event, the Company's liability to the Professional Customer is limited to the amount of the sale price of the products or services concerned. This limitation shall not apply in the event of gross negligence or wilful misconduct on the part of the Company.

8.3 The Professional Customer is obliged to inform the Company without delay of any damage for which it intends to hold the Company liable. Failure to notify within a reasonable time may result in a waiver of any claim against the Company.

8.4 The Company's liability for the acts of its auxiliaries, to the extent that it is incurred, is limited in the same terms as its own liability.

8.5 The Company shall not be held liable for any failure to meet its contractual obligations if such failure is due to circumstances beyond its reasonable control, such as natural disasters, strikes, armed conflicts, intervention by the authorities or other cases of force majeure.

8.6 Any claim against the Company must be made within one year of the date on which the Professional Customer became aware or should have become aware of the damage.

Article 9: Intellectual property rights

9.1 All intellectual property rights concerning the products, services, trademarks, logos, documents, content and other elements provided or used by the Company, including on its website, belong exclusively to the Company or its licensors. Access to or use of the Company's services and products does not imply any transfer of these rights to the Professional Customer.

9.2 The Professional Customer undertakes not to reproduce, copy, distribute, sell, rent or otherwise use any of the Company's proprietary material for purposes other than those expressly authorized by the contract or without the Company's prior written consent.

9.3 The Professional Customer must ensure that in using the Company's products or services, it does not infringe the intellectual property rights of third parties. In the event of any alleged infringement, the Professional Customer undertakes to inform the Company immediately and to cooperate fully in resolving the situation.

9.4 The Professional Customer agrees to indemnify and hold harmless the Company against any third-party claim resulting from an infringement of intellectual property rights related to the Customer's use of the Company's products or services.

9.5 Any use of the data and content provided by the Company, in particular for promotional or advertising purposes, requires the prior written consent of the Company.

Article 10: Data protection

10.1 The Company undertakes to collect and use the personal data provided by the Professional Customer solely for the purpose of executing the contract, managing orders, providing services, communicating with the Customer and for direct marketing purposes, unless the Customer objects.

10.2 The processing of personal data by the Company will be carried out in accordance with applicable data protection laws and regulations.

10.3 The Company takes all necessary measures to ensure the security and confidentiality of personal data collected.

10.4 The Company may share the Professional Customer's personal data with third parties, such as service providers or business partners, in connection with the performance of the contract. In such cases, these third parties will be bound by similar confidentiality and data security obligations.

10.5 The Professional Customer has the right to access his personal data held by the Company, to request their rectification, deletion or limitation of their processing, as well as the right to object to their processing, within the limits provided by law.

10.6 In the event of a breach of personal data security that could affect the Professional Customer, the Company undertakes to notify the Customer without undue delay, in accordance with legal requirements.

10.7 Personal data will be retained by the Company for as long as necessary for the performance of the contract and in accordance with the retention periods required by law.

Article 11: Completeness

11.1 These General Terms and Conditions, as well as any individual contract concluded between the Company and the Professional Customer, represent the entire agreement between the parties concerning the subject matter of the contract. They supersede and cancel all previous declarations, negotiations, undertakings, written or oral communications relating to the subject matter of the contract.

11.2 Any modification or adjustment of these General Conditions or individual contracts must be in writing and signed by both parties. No modification shall be considered valid unless documented and approved in this manner.

11.3 In the event of any contradiction between the provisions of these General Terms and Conditions and those of an individual contract, the provisions of the individual contract shall prevail.

11.4 By accepting these Terms and Conditions and any individual contract, each party acknowledges that it has read, understood and accepted the terms and conditions set forth, and affirms that these documents represent a true and complete expression of their agreement.

Article 12: Salvage clause

12.1 If any provision of these Terms and Conditions or of any individual agreement is or becomes illegal, invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions.

12.2 In the event of nullity or invalidity of a provision, the parties will endeavour to replace the provision concerned by a valid provision which best corresponds to the original intention and economic interests of the parties as expressed in the invalid provision.

12.3 If a loophole is found in the General Terms and Conditions or in an individual contract, the parties will agree a provision which corresponds to what they would reasonably have agreed in accordance with the spirit and purpose of these documents had the loophole been known.

Article 13: Confidentiality

13.1 The Professional Customer, the Company and their auxiliaries undertake to keep strictly confidential all information exchanged or acquired in connection with the performance of services or the supply of products. This obligation includes, without limitation, commercial, technical, financial and other sensitive information.

13.2 The obligation of confidentiality remains in force for the duration of the contractual relationship and continues after its termination.

13.3 Information is not considered confidential if it is or becomes publicly known without breach of this obligation of confidentiality, or if it must be disclosed by law or by order of a court or competent authority.

Article 14: Applicable law and place of jurisdiction

14.1 These General Terms and Conditions and all individual contracts concluded between the Company and the Professional Customer are governed by Swiss law, to the exclusion of its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

14.2 For all disputes arising out of or in connection with these General Terms and Conditions or individual contracts, the exclusive place of jurisdiction shall be the Company's registered office, unless otherwise required by law.

14.3 Notwithstanding clause 14.2, the Company shall have the right to institute legal proceedings at the domicile or registered office of the Professional Customer.

Article 15: Contact

For any questions, requests for information or assistance concerning these General Terms and Conditions or the Company's products or services, Professional Customers may contact the Company at the following e-mail address: info@dispositifmedical.ch.