GENERAL CONDITIONS OF SALE OF THE COMPANY FRAMITRADE CONSULT SRL

1. Application of the General Conditions of Sale – enforceability
   

1.1. These General Conditions of Sale (CGV) and delivery constitute the basis of commercial negotiation and are systematically sent or given to each buyer to enable them to place an order. They will apply, unless otherwise agreed, between the parties concerned. 1.2. Any contrary condition opposed by the buyer will therefore, in the absence of express acceptance, be unenforceable against the seller regardless of when it may have been brought to his attention. 1.3. The fact that the seller does not avail himself, at a given moment, of any of these General Conditions of Sale cannot be interpreted as a waiver of subsequently availing himself of any of said conditions. 1.4. The purchaser who places an order accepts, without reservation, all the conditions referred to in these General Conditions of Sale.

2. Order placement procedure

2.1. All orders must be sent in writing with the words “good for agreement”, dated, stamped and signed on the quote presenting the final order, accompanied by payment see “3. Price, payment and ownership”. 2.2. Any order not paid under the conditions set out in “3. Price, payment and ownership” may be subject to suspension of delivery. 2.3. No definitive agreement concerning the sale or delivery will be made between FRAMITRADE CONSULT SRL and the buyer before FRAMITRADE CONSULT SRL has given its agreement in the form of an order confirmation (acknowledgment of receipt of order). 2.4. If FRAMITRADE CONSULT SRL’s order confirmation does not correspond to the buyer’s order, the latter must report this within 7 working days. Otherwise, the buyer will be bound by the terms of the order confirmation as resulting from the order acknowledgment. 2.5. Any cancellation or modification of an order will only be considered accepted upon written confirmation from FRAMITRADE CONSULT SRL. In the event of cancellation or modification, the buyer will reimburse FRAMITRADE CONSULT SRL for all costs incurred following the cancellation or modification of this order. 2.6. Estimated delivery times will be given on the order acknowledgment. 2.7. Issuing the order entails for the buyer acceptance of the seller’s general conditions of sale, acknowledgment of having full knowledge of them, and renunciation of relying on his own conditions of purchase. 2.8. No document, such as diagram, photograph, plan, specification of any kind in brochures and technical sheets, constitutes a guarantee but only a description of the performance of the products. FRAMITRADE CONSULT SRL reserves the right to make any modifications, even after payment of the order. 2.9. The buyer must express his needs and ask any questions prior to ordering: no reservations may be made by the buyer on a point not expressed before the order.

3. Price, payment and ownership

3.1. The products ordered are supplied at the net price in effect at the time the order is placed, expressed in euros, excluding tax. All amounts due under this agreement are payable in full to FRAMITRADE CONSULT SRL without deduction and are net of VAT. 3.2. In addition to these amounts, the buyer will pay all amounts relating to taxes (including, without limitation, value added and similar taxes). 3.3. If FRAMITRADE CONSULT SRL is obliged, in accordance with local regulations, to pay any local taxes or customs duties, the buyer must reimburse FRAMITRADE CONSULT SRL accordingly. 3.4. Prices are based on the following general payment conditions: • 30% of the total amount of the signed order, at the time of signing the order, either by transfer or by check as a deposit triggering entry into force of said contract. • The balance, i.e. 70% against commercial invoice or shipping document, either by transfer or by check 15 days before shipment. 3.5. Unless otherwise indicated by FRAMITRADE CONSULT SRL upon receipt of the order or by subsequent written notification, payment

can be made by bank transfer to the FRAMITRADE CONSULT bank account designated below: Bank: BANCA TRANSILVANIA BUCAREST ROMANIA IBAN : RO  25 BTRLEURCRT 0592468002 . Payments for the balance of the order will be made by the buyer within 10 days before shipment of the material from the invoice date. 3.6. Payments are considered made upon receipt without reservation into the FRAMITRADE bank account. In application of article 13/2011 of the Commercial Code, any payment made beyond the 30-day payment deadline will be increased by interest equal to three times the legal interest rate. 3.7. A lump sum recovery compensation separate from late payment penalties will also be automatically due by the debtor, the amount of this compensation is €40.

4. Payment incident

4.1. In the event of any payment incident, FRAMITRADE CONSULT SRL reserves the right to suspend current orders and refuse to honor any new orders until full payment of the amounts due. 4.2. The transfer of ownership of the products delivered or to be delivered is suspended until full payment of the price by the customer, without incident on the transfer of risks

5. Delivery conditions

5.1. All FRAMITRADE CONSULT SRL deliveries will be made from FRAMIRAL or its warehouses or partner warehouses. Unless otherwise agreed, transport will be carried out by the means that FRAMITRADE CONSULT SRL deems most appropriate without any liability on its part. 5.2. FRAMITRADE CONSULT SRL undertakes to take the necessary measures to ensure on-time delivery. In the event that a delay occurs which is not attributable to FRAMITRADE CONSULT SRL, the latter would be entitled to postpone delivery without this giving the buyer the right to cancel their order. 5.3. Any delay in delivery will under no circumstances entitle the buyer to claim compensation.

 5.4. Deadlines: • Deliveries are only made based on availability and in the order in which orders arrive. • The seller is authorized to make deliveries in whole or in part. • The delivery times indicated in the order acknowledgment are indicative. • The place of delivery is indicated in the order acknowledgment. • Exceeding delivery times cannot give rise to damages or withholding of payment. • The sole and exclusive remedy for the buyer, in the event of failure to deliver the product by FRAMITRADE CONSULT SRL, is the rescheduling of this delivery. In the event that the customer is responsible for the non-delivery, the rescheduling of the delivery will be at his expense. • Products sold and shipped exclusively by FRAMITRADE CONSULT SRL, in mainland France, Romania , Moldavia , Bulgaria and Austria , travel at FRAMITRADE CONSULT SRL’s risk. • Products sold outside mainland France travel at the risk of the customer who will be responsible for imperatively verifying the conformity and number of shipments received and taking action, if necessary, (in particular, damage, substitutions or shortages) against the carrier according to the procedures provided for by articles L133-3 et seq. of the Commercial Code.

6. Complaint

6.1. Complaints, whatever the reasons, must be made for national transport within 24 hours of receipt of the goods by registered letter with acknowledgment of receipt. Once the 24-hour period referred to above has expired, no complaints of any kind will be admissible. 6.2. Complaints, whatever the reasons, must be made for international road transport within 24 hours of receipt of the goods by registered letter with acknowledgment of receipt. Once the 24-hour period referred to above has expired, no complaints of any kind will be admissible. 6.3. It will be up to the buyer to provide any justification as to the reality of the defects or anomalies noted. 6.4. The buyer must allow FRAMITRADE CONSULT SRL every opportunity to identify these defects and remedy them. 6.5. The buyer will refrain from intervening himself or involving a third party to resolve the defect noted, under penalty of losing his warranty.

7. Reservations of title

7.1. Pursuant to Law No. 90.335 of May 12, 1980, the products sold remain the property of the seller & producer until full payment of the price and its accessories (reservation of ownership clause). 7.2. In the event of a dispute or dispute on the part of the buyer, no compensation of any kind can call into question the reservation of title clause. 7.3. This provision does not prevent the transfer to the buyer upon delivery of the risks of loss and deterioration of the products sold as well as the damage that it could cause to the equipment.

8. Commercial guarantee

8.1. All new FRAMITRADE CONSULT SRL products are guaranteed for two years, parts and labor, from the date of shipment, returned to the workshop, excluding wearing parts. 8.2. Computer components have a manufacturer’s warranty valid for 1 year. 8.3. However, any use not in accordance with the user manual provided or any impact on the delivered products voids this warranty.  8.4. Likewise, FRAMITRADE CONSULT SRL cannot be held liable due, in particular, to the following damages and events: • Non-compliance by the customer with the obligations provided for in these General Conditions of Sale and the conditions of use which will be attached to order. • Use not in accordance with the technical characteristics of the products delivered which will be attached to the order. • Possible voluntary or involuntary damage to the equipment. • Any abnormal use (i.e. not in conformity with the initial function of the equipment sold) or technical interventions by the customer or any third party mandated by the customer on the products will result in the cancellation of the warranty, unless these interventions are carried out by a professional approved and authorized by FRAMITRADE CONSULT SRL, and in writing. 8.5. Equipment under warranty will be handled exclusively at FRAMITRADE CONSULT SRL premises and only accompanied by proof of purchase provided by the customer (duplicate invoice). 8.6. Transportation costs for equipment damaged under warranty will be the sole responsibility of the customer. 8.7. For bulky equipment, travel may be planned to ensure on-site repair. In this case, a prior estimate will be established by FRAMITRADE CONSULT SRL (payment by the customer of travel and logistics costs). 8.8. The buyer who notices a defect in the product must immediately inform FRAMITRADE CONSULT SRL in writing and in detail of any defect in the delivered material. To do this, he must request a prior request for return of equipment from FRAMITRADE CONSULT SRL (RMA) 8.9. FRAMITRADE CONSULT SRL assumes no responsibility for any item returned without prior authorization from FRAMITRADE CONSULT SRL. 8.10. The buyer will send at his own expense the defective products, covered by the current warranty, to the repair site designated in the material return form which will be prepared by FRAMITRADE CONSULT SRL. This return of goods must be done with care and precautions in the original packaging so as not to cause additional damage. 8.11. Any resulting costs (such as customs duties, shipping, etc.) will be the responsibility of the purchaser. 8.12. After receipt of the defective product accompanied by the material return form, during the applicable warranty period, FRAMITRADE CONSULT SRL at its sole discretion and at its expense will repair or replace the product. 8.13. Any claim for material defect is null and void beyond the warranty period, following the invoice date 8.14. The warranty does not apply to apparent defects. 8.15. Also excluded are defects and deterioration caused by natural wear or by an external accident or by a modification of the product not planned or specified by the seller. 8.16. FRAMITRADE CONSULT SRL will make its best efforts to repair the defective product(s) within the foreseeable deadlines indicated to customers, which may vary taking into account the distance, the accessibility of the product, and the availability of parts. 8.17. FRAMITRADE CONSULT SRL is not responsible for direct or indirect losses suffered by the customer resulting from non-compliance with foreseeable repair times, and FRAMITRADE CONSULT SRL cannot incur any other contractual or tort liability due to a defect in the product or for not having resolved the defects within the foreseeable period referred to above. 8.18. FRAMITRADE CONSULT SRL’s warranty obligations are subject to adequate use of the products delivered and do not cover modifications or repairs made without prior written authorization from FRAMITRADE CONSULT SRL. 8.19. The FRAMITRADE CONSULT SRL warranty does not cover damage due to an external cause, such as shock, hazard, overvoltage, humidity, environmental conditions of the product, without this list being exhaustive. 8.20. It is the responsibility of the end customer to ensure with FRAMITRADE CONSULT SRL that the place of operation of the purchased equipment complies with the warranty conditions. 8.21. It is also the customer’s responsibility to have their equipment regularly cleaned and maintained.

9. Product return and FRAMITRADE CONSULT SRL intervention

9.1. Before any return of the product: the customer must first establish telephone contact with FRAMITRADE CONSULT SRL telephone assistance in order to identify the nature of the fault with a FRAMITRADE CONSULT SRL technician or engineer. 9.2. FRAMITRADE CONSULT SRL may request the return of the broken product in order to be able to examine it. In this case, an RMA form (material return form) is available to the customer upon request. 9.3. Any product returned without a numbered RMA card may not be processed. 9.4. If the product is too large and/or too heavy to be returned by a carrier, a trip may be planned in the event of a paralyzing breakdown within 15 days after the establishment of the RMA, subject to the availability of technical personnel and at the expense of the customer. In this case, a prior estimate will be established by FRAMITRADE CONSULT SRL.  9.5. FRAMITRADE CONSULT SRL’s liability for defective products is limited to the following points: • If defects are discovered in the design of the materials or the manufacturing of a FRAMITRADE CONSULT SRL item, the customer must complain immediately and in writing to FRAMITRADE CONSULT SRL. • If FRAMITRADE CONSULT SRL agrees that the item under warranty is defective and the buyer has submitted his or her complaint on time, FRAMITRADE CONSULT SRL will replace the item or repair it free of charge. • The customer takes responsibility for shipping their material, whether in terms of packaging or insurance. He will bear the cost. 9.6. The costs of returning repaired equipment will be borne by FRAMITRADE CONSULT SRL throughout mainland France for equipment under warranty exclusively.

10. Technical modifications and approval

10.1. FRAMITRADE CONSULT SRL reserves the right to make technical or other modifications to the products, including the products ordered, without notice if these modifications do not affect the agreed technical specifications.

11. Product Liability

 11.1. FRAMITRADE CONSULT SRL will be responsible for the products, in accordance with the applicable legislation in force in this matter, but will not assume any liability beyond that established by the legislation. 11.2. Any liability associated with the products, not established by law but which would be developed in accordance with legal practice relating to compensation, is expressly excluded. 11.3. FRAMITRADE CONSULT SRL cannot be held responsible in the event of operating loss, loss of profit, or other indirect losses resulting from defective FRAMITRADE CONSULT SRL products. 11.4. FRAMITRADE CONSULT SRL cannot be held liable in the event of an error in the mode of operation of the product, in the event of an accident and poor maintenance, incorrect installation and any accident linked to an intervention made directly by the customer. 11.5. The resale of a new or used device to a third party, for a fee or free of charge, is prohibited without prior agreement from FRAMITRADE CONSULT SRL. FRAMITRADE CONSULT SRL would in no way be responsible for an unapproved transaction.

12. Force majeure

 12.1. In the event of a force majeure event occurring during the execution of the contract, it will be suspended. 12.2. If the force majeure event persists for more than 15 days, either party may terminate the contract by registered letter with acknowledgment of receipt and without compensation. 12.3. In addition to events normally recognized by the jurisprudence of French courts, the following will be expressly considered as cases of force majeure or unforeseeable accidents: • Strikes or social conflicts, • Blockades and strikes in means of transport or supply, • Earthquake, • Fire, • Storm and flood, • Power cut, • Conflict and riot, • Telecommunications blockade. All without this list being exhaustive.

13. Attribution of jurisdiction – attribution of jurisdiction

13.1. For the application of these general conditions of sale and intervention, only French law is applicable. 13.2. For any dispute relating to the interpretation of these general conditions and/or the execution of FRAMITRADE CONSULT SRL’s services, they will be the exclusive jurisdiction of the Commercial Court of FRAMITRADE CONSULT SRL’s headquarters which has exclusive jurisdiction even in the event of a warranty or plurality of defendants.

14. Intellectual property rights

14.1. All FRAMIRAL and FRAMITRADE CONSULT SRL products are protected by French and Romanian  law and international conventions on intellectual property. 14.2. Any reproduction, modification or use not in compliance with the Intellectual Property Code, and where applicable the license accompanying the product, may be subject to criminal and civil proceedings. 14.3. These reservations include in particular, without the list being exhaustive, patents, trademarks, designs and models, all applications of these property rights, copyright, know-how, trade names and any other right intellectual property protected regardless of the country. 14.4. FRAMITRADE CONSULT SRL reserves all rights relating to the products and their design. 14.5. Products and software may not be copied or given to third parties for the purpose of copying.  14.6. All drawings and descriptions sent to the buyer will remain the property of FRAMITRADE CONSULT SRL and may in no way be copied, transferred or communicated to third parties without the authorization of FRAMITRADE CONSULT SRL. 14.7. In the event of violation of the aforementioned provision, the buyer must pay FRAMITRADE CONSULT SRL: • Compensation for losses attributable to an illicit copy, • Reimbursement of legal costs incurred by FRAMITRADE CONSULT SRL to enforce its rights. 14.8. The buyer undertakes, irrevocably, that all or part of the products and the documentation accompanying the purchase will never be made available to third parties without written agreement from FRAMITRADE CONSULT SRL. 14.9. The purchaser undertakes to request authorization from FRAMITRADE CONSULT SRL for any communication and/or publication or advertising referring to products manufactured and sold by FRAMITRADE CONSULT SRL

15. Confidentiality commitment

 15.1. FRAMITRADE CONSULT SRL undertakes to respect the confidentiality of its customers’ personal data. The data provided is used to fulfill the customer’s order, keep track of the transaction and to meet the traceability requirements of medical equipment. The customer’s personal data will be kept for the lifespan of the medical device acquired to meet regulatory obligations. 15.2. For any questions relating to FRAMITRADE CONSULT SRL’s privacy policy, the customer is asked to contact the company