Terms and conditions

ARTICLE 1: SCOPE AND GENERAL REMARKS

These General Terms and Conditions (hereinafter the "GTC") apply for the sale and delivery of injectable hyaluronic acid-based dermalfillers and cosmetic products (hereinafter the "Products") between TEOXANE SA (hereinafter "TEOXANE") and professional purchaser(hereinafter the "Purchaser(s)").

The general terms and conditions of businessof Purchaser apply only if this is expressly agreed in writing.

The order of Products applies as an offer tobuy in accordance with these GTC. These GTC take precedence over other terms and conditionsunless agreed in writing by TEOXANE.

Failure or delay by TEOXANE to require, atany time, the performance of any provisions, terms conditions or obligations ofthese GTC shall not constitute a waiver or variation of its rights under these GTC.

ARTICLE 2: PRICES AND PAYMENT

2.1. Prices  

All prices of the Products are quoted in thecommercial offer to Purchaser on the basis of TEOXANE’s price list. TEOXANE isentitled to amend the price list at any time.

The prices of the Products are free of charge,in Swiss francs and excluding VAT. The Products are invoiced according to the price listthat is valid at the time of receipt of the Product order.

2.2. Terms of payment

Unless agreed otherwise, all payments shall be made by wire transferwithin thirty (30) days following the date of the invoice (the “Payment Deadline”). Information aboutthe Payment Deadline and the bank account of TEOXANE are printed on any invoice.After the Payment Deadline and in case of late payment, Purchaser isautomatically and without a reminder deemed to be in default and is liable topay default interest at a rate of 8% p.a. The right to claim additional damagesfor default (including the cost of reminders and the debt collection costs)remains reserved. In the event of default, TEOXANE reserves the right tosuspend or cancel any Product order until full payment of any outstandinginvoice without prejudice of any other action.

ARTICLE 3: ORDERS AND DELIVERIES OF PRODUCTS

3.1. Orders‍

Product orders must be made to TEOXANE by Purchaserin writing. All orders are subject to written confirmation by TEOXANE but doesnot require to be signed and may also be transmitted electronically. TEOXANE reserves the right to submit the confirmation to modifications to the order or specificconditions of trade TEOXANE may impose credit limits, which may be amended at TEOXANE’s discretion upon prior written notice. TEOXANE may request securityfor or the advance payment of the amount due and withhold the delivery of Productsif the Product order exceeds the applicable credit limit.

TEOXANE reserves the right to withdraw at any time certainProducts from its product range. TEOXANE shall not be liable for Product ordersthat TEOXANE confirmed and cannot be delivered due to such unavailability of theProducts.

Modifications to or cancellations of the orderby the Purchaser after confirmation by TEOXANE are only possible if suchmodifications or cancellations can easily be done and subject to TEOXANE’swritten or electronically transmitted consent. Acceptance of modificationsentails a delay of the delivery of at least fifteen (15) days following the requestof modification.

3.2.Deliveries

Delivery ismade by Teoxane. Delivery dates are only bindingif this has been expressly agreed. Delays in delivery neither entitle Purchaserto refuse to accept the Products nor to withdraw from the order or claim damages.

All deliveries are made according to the availability of TEOXANE within forty-five (45) days from the date on which the order was received.

Any deterioration in Purchaser's financial situation, inparticular in the event of transfer, lease, pledge or contribution of its assets, justify TEOXANE to suspend the execution of any order until security or advance payment has been provided by Purchaser.

3.3. Qualityof Products, Receipt and Claims

TEOXANE undertakes to ensure that the Products supplied to Purchaser are compliantwith Swiss laws and regulations applicable to medical devices.

3.4. Forcemajeure and changes to current legislation

In the event of strikes, lockouts, disruptionof operations, natural disasters, war, epidemics, pandemics, accidents orsimilar circumstances that affect the operations of TEOXANE or its suppliersand which make it impossible or unreasonable to deliver the Products or acts ofgovernment, namely any legislative or regulatory change, in particular of Swisslegislation on health and safety, TEOXANE may withhold the delivery of certainProducts or cancel an order without liability for damages.

3.5. Transferof ownership

The ownership of the Products is transferred when they are paidfor in full. TEOXANE is entitled to have a reservation of ownership entered inthe relevant register. Purchaser undertakes to provide the required cooperationand, as long as the ownership has not been transferred to Purchaser, to takeall necessary precautions for the proper maintenance of the Products. Anydeposit paid by Purchaser shall be retained by TEOXANE as flat indemnity,without prejudice to any other action against Purchaser. It is expressly agreed that the transfer ofownership is dissociated from the transfer of risks, said risks beingtransferred to Purchaser at the moment the Products leave TEOXANE’s warehouses.

ARTICLE 4: RESPONSABILITES

4.1.Information of Purchaser

Purchaser certifies that it has beeninformed, ahead of its order, of all characteristics and conditions of use ofthe Products.  Purchaser commits to use the Products inaccordance with their intended use, in compliance with the current regulation. Purchaser also commits to comply with the Products' storageinstructions set forth in Purchaser’scommitments, and especially to transport, store and keep the Products in theappropriate conditions to preserve the Products, i.e. at a temperature between2°C and 25°C.

4.2 Warranty  

The warranty period for defects in Products amounts to two (2) years fromdelivery of the Products. TEOXANE provides a warranty in respect of suchdefects subject to the following conditions:

The Products must be checked on delivery without delay and Purchasershall sign a delivery note confirming that the Products are complete and freeof defects. Written notice must be given to TEOXANE and, if the Products arenot delivered by TEOXANE, also to the carrier, within three (3) days ofdelivery of any incorrect deliveries, missing parts or defects. Defects thatremain unrecognisable if customary care is exercised and which are onlydetected at a later date must be notified in writing to TEOXANE and, if theProducts are not delivered by TEOXANE, also to the carrier within eight (8)days of their detection. If notification is not given in time, the Products aredeemed to be approved and all warranty claims are excluded.

In the event of timely notification, TEOXANE undertakes to assess the laim based on the notified defects and the order or dispatch note provided by Purchaserand, if the claim is justified, to replace the Products. Except by written authorisation or instruction by TEOXANE, Purchaser shall refrain from takingany action for this purpose or from commissioning third parties. If TEOXANE fails to replace the defective Products despite being on two occasions beinggiven an adequate extension of time, Purchaser may demand a reduction in theprice or, in the case of serious defects, rescission.

No warranty is provided for desterilised Products or defects due to improper use or non-compliance with the instructions as defined in Purchaser’s commitments.

The existence of defects does not relieve Purchaser of its obligation to pay for and accept delivery of the Products.

Further rights and claims against in respect of defects in Products,including claims for consequential losses TEOXANE or damage caused by defects,loss of profits or other direct, indirect, immediate or collateral loss ordamage are excluded. This exclusion of liability shall not apply to loss ordamage caused by wilful misconduct or gross negligence or to claims arising from death or personal injury. Nor shall the exclusion of liability apply withregard to claims arising from the Product Liability Act.

4.3. Return of Products

Unless otherwise agreed, and except in thecase of product defects as specified in article 4.2, no return of Products willbe accepted by TEOXANE. Purchaser remains at all times liable and responsible forthird party claims and returns of Products, except in case that Purchaser canestablish that the third party claim and/or return is attributable to actionsor omissions of TEOXANE.

Returned Products will be transported at therisks of Purchaser. No return whatsoever shall be accepted after a period ofthirty (30) days from the delivery.

4.4 Quality of  Purchaser

Each order is concluded personally. Products are sold to Purchaser because of Purchaser’s skills and knowledge of regulatory and sanitary requirements. Purchaser recognizes that the Products that qualify as medical devices must be used only by healthcare professionals.  

4.5 Tracability and security

Purchaser shall:

1.Ensure, in accordance with applicable regulations and especially the MDR and Teoxane’s requirements and using atraceability form or using an equivalent system, traceability of the Products manufactured by TEOXANE up until use by the end-customer.

2.Keep the records relating to traceabilityand storage conditions up to date and make these documents available to TEOXANE,for a minimum of fifteen (15) years. These documents must be available to besent to TEOXANE upon simple request, at any time and within forty-eight (48)hours maximum.

3.Store and keep the products manufactured byTeoxane in the appropriate conditions to preserve the Products, i.e. at atemperature between 2–25°C.

4.Ensure that non-conforming Products cannotbe distributed by isolating them in the quarantine area.

5.Participate, where applicable, in any Productrecall organized by TEOXANE and to supply TEOXANE with all requested documentsupon simple request, at any time and within forty-eight (48) hours maximum.

6.Participate in the Product recall auditsregularly carried out by TEOXANE and follow the instructions given.

4.6 Liability

TEOXANE accepts noliability for any loss or damage under the warranty or due to non- orinadequate performance, tortious acts or on any other legal grounds other thanin the event of gross negligence or wilful conduct. The burden of proof in suchcases is on Purchaser. This exclusion of liability shall not apply to loss ordamage caused by wilful misconduct or gross negligence or to claims arisingfrom death or personal injury. Nor shall the exclusion of liability apply withregard to claims arising from the Product Liability Act. Liability for actscarried out by auxiliary persons of TEOXANE is excluded. It shall be Purchaser’sresponsibility to heed the instructions for use, storage and traceability madeavailable by TEOXANE. TEOXANE shall not be liable for loss or damage incurredas a result of improper use of these notices and prescriptions.

ARTICLE 5: SEVERABILITY

In any case of invalidity, illegality orunenforceability of any of the provisions contained herein, the remainingprovisions shall remain effective and binding upon TEOXANE and the Purchaser whoshall meet, as soon as possible, to negotiate in good faith a new clause toreplace the invalid, illegal, or unenforceable provision as to achieve the samebusiness purpose.

ARTICLE 6: ASSIGNMENT/TRANSFER

Purchaser shall not be entitled, without TEOXANE prior written consent,to assign or transfer to any third party all or part of the rights andobligations of this agreement. This agreement shall inure to the benefit of andbe binding upon the respective heirs, executors, administrators, successors andpermitted assigns of the Parties hereto.

ARTICLE 7: DATA PROTECTION

TEOXANE will collect and use personal data from Purchaser for themanagement of the contractual relationship between TEOXANE and Purchaser inaccordance with applicable data protection regulations.

7.1 Use ofcollected data

TEOXANE will use personal data of Purchasers with regard to themanagement, fulfilment and internal processing of orders (i) as part ofcompliance with TEOXANE's legal or regulatory obligations; or (ii) where such useof personal data is necessary due to legitimate interests of TEOXANE or itsrecipients (accountant; insurance) in accordance with the privacy policy ofTEOXANE in its current version.

7.2 Recipientof data

Access to personal data of Purchaser is strictly limited to TEOXANE staff, as well as service providers on a “need to know” basis.

In this context, personal data may be disclosed to affiliated companiesof TEOXANE in Switzerland and abroad. TEOXANE may also outsource the processingof personal data to companies in Switzerland and abroad which act on itsbehalf. Consequently, personal data may be transferred to countries where thereis no adequate level of data protection. In the case of transfers of personaldata to countries without an adequate level of data protection, TEOXANE agreesto apply adequate data transfer arrangements, usually based on the EU standardcontractual clauses, in order to provide an adequate level of data protectionin accordance with legal requirements, unless the transfer is exceptionallypermitted without such a data transfer agreement.

7.3 Retentionperiod

TEOXANE will retain personal data of Purchasers for a period of ten (10)years for the management of orders, the management of deliveries and themanagement of billing.

7.4 Customers'rights to their data

Purchaser may access, rectify, modify, delete, make portable or prohibit theprocessing of its personal data at any time by sending a notice to TEOXANE'sData Protection Officer at the following address: dataprotection@teoxane.com. Incase of disputes, Purchaser may lodge a complaint with the competent personaldata authority.

ARTICLE 8: NO SET-OFF

Purchaser waives its right to set off any claim made by TEOXANE against Purchaserunder or in connection with their contractual relationship against a claim thatPurchaser has itself against TEOXANE. Purchaser may not use any claim againstTEOXANE to defer payment of a due date in whole or in part. Only the actualcollection of bills of exchange or other commercial bills shall be deemed toconstitute full payment within the meaning of these GTC.

ARTICLE 9: INSURANCE  

Purchasershall maintain at all times sufficient and appropriate insurance coverage forits business activities.  

ARTICLE 10: CONFIDENTIALITY

Purchaser agrees that all information disclosed and communicated by TEOXANEto Purchaser shall be held and treated in the utmost and strictest confidenceand Purchaser undertakes not to disclose any information relating to thebusiness and sales methods, the manufacturing methods, the know-how, and as ageneral matter, the commercial and technical secrets of TEOXANE.  

ARTICLE 11: APPLICABLE LAW & ATTRIBUTION OF COMPETENCE

These GTC are governed by Swiss law excluding any conflict of law rule and of the Vienna Convention on the International Sale ofgoods (CISG). In the event of a dispute, the parties shall seek anamicable agreement before pursuing any litigation. All unresolved disputesshall be referred to the exclusive jurisdiction of the courts of the city of Geneva,Switzerland.