GTC

GENERAL TERMS AND CONDITIONS OF SALE OF THE SGH MEDICAL PHARMA GROUP

APPLICABLE FROM NOVEMBER 21th, 2025

1 – PURPOSE

The purpose of these General Terms and Conditions of Sale is to govern the commercial relationship between the STIPLASTICS company as designated in the offer or in the catalogues to which these General Terms and Conditions of Sale are attached or the ROVIPHARM company, a simplified joint stock company registered in the Bourg-en-Bresse Trade and Companies Register under number 487 475 295, whose registered office is at ZA de Lucinges, 86 route du plan d’eau, 01370 VAL-REVERMONT – France (hereinafter collectively referred to as “SGH MEDICAL PHARMA Group Companies “) and any individual or legal entity, acting in a professional capacity, having placed an order with it (hereinafter referred to as “the Customer”).

These General Terms and Conditions of Sale apply to all sales of products and services by the SGH MEDICAL PHARMA Group Companies , unless a specific agreement prior to the order has been agreed in writing between the parties. Consequently, the placing of an order by the Customer automatically implies the latter’s unreserved acceptance of all the clauses in these General Terms and Conditions of Sale.

The GTCS may be supplemented or amended by special conditions.

All other documents issued by SGH MEDICAL PHARMA Group Companies , in particular catalogues, prospectuses, advertisements and notices, are for information purposes only and are non-contractual.

In the event that any provision of these terms and conditions is declared null and void or deemed unwritten, all other provisions shall continue to apply.

These conditions may be revised at any time and without prior notice by the SGH MEDICAL PHARMA Group Companies , it being understood that any new version will take effect as soon as it has been communicated to the Customer.

2 – ORDERS

An order is taken to mean any order relating to the products and services of the SGH MEDICAL PHARMA Group Companies.

Orders shall not be final until they have been confirmed by signature of the order form by the Customer’s legal representative or any person authorised for that purpose and accepted by the SGH MEDICAL PHARMA Group Companies.

Orders sent to the SGH MEDICAL PHARMA Group Companies are irrevocable for the Customer, unless written agreement from the SGH MEDICAL PHARMA Group Companies is obtained. In particular, any production carried out according to a production order confirmation signed and accepted by the Customer cannot be contested.

Orders accepted by the SGH MEDICAL PHARMA Group Companies may not be modified by the Customer after a period of three working days and must be accepted by the SGH MEDICAL PHARMA Group Companies. The costs and delivery deadlines of the modified order shall be notified to the Customer by the SGH MEDICAL PHARMA Group Companies.

If the Customer places an order with the SGH MEDICAL PHARMA Group Companies without having paid for one of its previous orders, the SGH MEDICAL PHARMA Group Companies may refuse or suspend the order, without the Customer being able to claim any compensation whatsoever, for whatever reason. When the order placed by the Customer includes screen printing, the Customer accepts that a loss rate of between 3 and 5% per screen printing pass will be tolerated.

3 – DELIVERY

3.1. DELIVERY LEAD TIMES

Delivery times for products and services are given as an indication only.

Late deliveries may not give rise to any penalty or compensation, nor can they justify the cancellation of the order.

3.2. TRANSPORT – TRANSFER OF RISK

Prices are for packaged goods, ex works.

Unless otherwise specified in the contract, the INCOTERM used for all modes of transport is the International Chamber of Commerce’s DAP (Delivered At Place) Incoterm, 2020 edition.

3.3 CLAIMS PERIOD

Delivered products are presumed to comply with the instructions given by the Customer. Products must be checked by the Customer at the time of receipt.

Any product that has not been the subject of a complaint by registered letter with acknowledgement of receipt within 15 days of receipt shall be deemed to have been accepted by the Customer. After this period, the SGH MEDICAL PHARMA Group Companies may no longer be held liable.

4 – LIABILITY AND WARRANTY

4.1. SALE OF PRODUCTS

The warranty granted by the SGH MEDICAL PHARMA Group Companies in connection with the sale of products is limited to the supply of products that comply with the order, with best practice, and are free from any latent defect arising from a defect in the material, the design or the manufacture affecting the delivered products and rendering them unfit for use. The Customer acknowledges having read and understood this clause prior to placing the order.

This warranty is limited to the replacement or reimbursement of products that are non-conformant or are affected by a defect. Non-conformity can mean an error in the type of model or the size of the product.

Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Customer, as well as in the event of normal wear and tear of the products or force majeure.

Under no circumstances may the SGH MEDICAL PHARMA Group Companies be held liable for any destruction, damage, loss or theft occurring during transport, even if it was they who chose the carrier.

The products we sell you that are intended to come into contact with foodstuffs comply with European regulations on food packaging. If, due to your use, other regulations apply to these products, please inform us.

In accordance with Article L.541-10-13 of the French Environmental Code, STIPLASTICS is registered in the national register of producers under the unique identification number (IDU) issued by ADEME: FR020652_20UBEY.

4.2. PROVISION OF SERVICES

In the context of the provision of services, the obligation of the SGH MEDICAL PHARMA Group Companies is an obligation of means and not of result.

The SGH MEDICAL PHARMA Group Companies undertake to perform the services in accordance with best practice, the terms and conditions of the order, and in compliance with the applicable legal and regulatory provisions.

In the case of studies, the Customer will be responsible, once the studies have been delivered, for the use and exploitation of the content they contain.

The Customer therefore releases the SGH MEDICAL PHARMA Group Companies from any liability in respect of the use and exploitation of the content of the studies and guarantees the SGH MEDICAL PHARMA Group Companies against any action that may be brought against them as a result.

Under no circumstances, and for whatever reason, shall the SGH MEDICAL PHARMA Group Companies be held liable for any immaterial or material damage that the Customer may suffer, such as, in particular, loss of production, loss of profits or loss of enjoyment of rights linked to the use and/or exploitation of the study by the Customer.

4.3. LIABILITY INSURANCE

The SGH MEDICAL PHARMA Group Companies have taken out a PUBLIC LIABILITY policy with a reputedly solvent insurance company. We cannot be held liable beyond the ceilings covered by our insurance policy.

The liability of the SGH MEDICAL PHARMA Group Companies shall in any event be limited to this ceiling.

4.4. CO-CONTRACTOR

In the event that the SGH MEDICAL PHARMA Group Companies are joint holders of a contract, their liability may not be sought beyond their share in said contract.

The Customer will therefore pursue remedies in such a way as to seek the liability of each of the parties involved for the part of the contract for which they are responsible.

5 – TOOLS

The production of a tool includes its design and development on the one hand, and its construction on the other.

The price of the tools invoiced to the Customer represents only their construction cost.

Once the corresponding invoice has been paid, the tools made under the Customer’s responsibility shall become the Customer’s property and shall only be used by the SGH MEDICAL PHARMA Group Companies to fulfil the Customer’s orders, unless the Customer gives its written authorisation.

The Customer formally undertakes not to claim these tools for a period of five years, starting from their completion, unless it pays compensation, the amount of which may not be less than one third of the invoiced value of the tools, as compensation for the costs incurred in their study and development.

In any event, the tools may only be returned once the balance of the Customer’s account in the books of the SGH MEDICAL PHARMA Group Companies has been paid, including invoices that are due, regardless of the due dates initially set.

In the event that the production of a tool is not followed by an order for the items initially planned within a period of six months after presentation of the samples, payment of the compensation provided for above shall be immediately due and payable.

The SGH MEDICAL PHARMA Group Companies shall maintain the tools in good working order. The cost of tool modification or restoration shall be met by the Customer. It shall be the responsibility of the Customer to insure the tools against deterioration or destruction, it being specified that the Customer waives any recourse in this respect against the SGH MEDICAL PHARMA Group Companies.

Tools are stored free of charge for a period of three years from the performance of the last order. After this period, if the Customer has not requested their return or an extension of their storage, which may be granted in return for payment, the SGH MEDICAL PHARMA Group Companies shall be entitled to proceed with their destruction without it being necessary to give the Customer any formal notice whatsoever.

6 – MEDICAL DEVICES

In the event that the products purchased by the Customer are medical devices, within the meaning of Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 concerning medical devices (hereinafter referred to as the “Regulation”), the Customer undertakes to comply with the general obligations of distributors mentioned in Article 14 of the Regulation, in particular to immediately inform the SGH MEDICAL PHARMA Group Companies of non-conformities, complaints or reports relating to incidents allegedly linked to the devices supplied by the SGH MEDICAL PHARMA Group Companies and to cooperate with the SGH MEDICAL PHARMA Group Companies in the event of the implementation of corrective measures. The Customer participates in the traceability of the devices by complying with Article 25 of the aforementioned Regulation.

7 – PRICE – PAYMENT

7.10. PRICE

Unless otherwise stated, all prices are in euros and exclusive of VAT. VAT is added to prices in accordance with the regulations in force at the time of invoicing.

7.2.  PAYMENT TERMS

Invoices are payable by bank transfer. Unless the Parties agree otherwise in writing in the commercial proposal, the Customer undertakes to pay the invoices within thirty (30) days of the end of the month following the date of issue of the invoice.

The customer may not invoke any reason whatsoever for refusing to meet payment deadlines, in particular delayed delivery times or events bringing into play the SGH MEDICAL PHARMA Group Companies’ warranty.

Where applicable, the costs of studies and start-up, the manufacture of tools, supplies, materials and advance payments that the SGH MEDICAL PHARMA Group Companies may have to pay to their own suppliers shall be covered by an advance paid by the Customer at the time the order is placed.

No discount shall apply in the event of early payment.

7.3.  LATE PAYMENT OR NON-PAYMENT

In the event of late payment, late payment penalties based on three times the legal interest rate plus a penalty clause of 15% will be payable from the first day of delay. In addition, a fixed indemnity of €40 will be payable by the Customer for any late payment, to cover collection costs.

In the event that the Customer resells the products before full payment of the sums due to the SGH MEDICAL PHARMA Group Companies, the Customer shall subrogate the SGH MEDICAL PHARMA Group Companies to the rights and actions that it holds in respect of the sub-purchaser to receive any payment that may still be due.

7.4.      RETENTION OF TITLE

In accordance with Article L621-122 of the French Commercial Code, the SGH MEDICAL PHARMA Group Companies nevertheless retain ownership of the sold products until payment, under the conditions set out in Article 8, of the full price (principal amount and incidentals) by the Customer, even if payment terms have been granted. Any clause to the contrary, particularly one included in the Customer’s General Terms and Conditions of Purchase, shall be deemed unwritten.

It is expressly agreed that the SGH MEDICAL PHARMA Group Companies may invoke the rights they hold in respect of this retention of title clause, for any of its receivables, with regard to all its products in the possession of the Customer, said products being presumed to be those unpaid, and SGH MEDICAL PHARMA Group Companies may take them back or claim them as compensation in respect of all its unpaid invoices, without prejudice to its right to cancel ongoing sales.

Throughout the period of retention of title, the Customer assumes the risk of loss and deterioration of these products, as well as responsibility for any damage they may cause.

8 – INTELLECTUAL PROPERTY

The sale of products and/or sub-assemblies to the Customer does not entail the transfer to the Customer of intellectual property rights for the corresponding design studies, which remain the property of the SGH MEDICAL PHARMA Group Companies.

Under no circumstances may the Customer use the studies, plans or prototypes for their own purposes or divulge them without the prior written consent of the SGH MEDICAL PHARMA Group Companies.

The Customer shall guarantee the SGH MEDICAL PHARMA Group Companies against all the consequences of any actions that may be brought against it as a result of the fulfilment of an order for products and/or sub-assemblies defined by the Customer and covered either by copyright, a patent or a registered design or, in general, by any proprietary right belonging to a third party.

9 – FORCE MAJEURE

In the case of force majeure events as defined in Article 1218 of the French Civil Code, the SGH MEDICAL PHARMA Group Companies shall notify the Customer in writing, in particular by fax or email, within seventy-two (72) hours of the date of occurrence of the events, the contract binding the SGH MEDICAL PHARMA Group Companies and the Customer then being suspended ipso jure without compensation, with effect from the date of occurrence of the event.

If the event lasts for more than sixty (60) days from the date of its occurrence, the contract of sale concluded between the SGH MEDICAL PHARMA Group Companies and the Customer may be terminated by the most diligent party, without either party being entitled to claim damages or compensation of any nature whatsoever.

This termination will take effect on the date that a registered letter with acknowledgement of receipt withdrawing said contract of sale is first presented.

10 – PROTECTION OF PERSONAL DATA

In accordance with Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, the SGH MEDICAL PHARMA Group Companies implement the processing of personal data for the purpose of selling and delivering the products and services defined in these GTCS. The Buyer is informed of the following:

• the identity and contact details of the Data Controller and, if applicable, the Data Controller’s representative: the SGH MEDICAL PHARMA Group Companies
• the contact details for the Data Protection Officer: contact@sgh.danka.work or 62 chemin des Plantées 38160 St Marcellin France
• the legal basis for processing: contractual performance
• the recipients or categories of recipients of personal data: the Data Controller, its marketing departments, the departments responsible for IT security, the department responsible for sales, delivery and orders, subcontractors involved in delivery and sales operations and any authority legally authorised to access the personal data in question
• no transfers outside the EU are planned
• the length of time data is kept: the commercial limitation period
• the data subject has the right to ask the Data Controller for access to, rectification or erasure of personal data, or for a restriction of the processing relating to the data subject, the right to object to the processing and the right to data portability
• the data subject has the right to issue a complaint with a supervisory authority;
• the information requested when the order is placed is necessary for the invoice to be drawn up (legal obligation) and for the delivery of the ordered goods; without this information the order cannot be placed. No automated decisions or profiling are carried out during the ordering process.

11 – MARKETING

Each party grants the other party the non-exclusive, non-transferable and free right to use the other party’s name and logo for information purposes, for example on the website and ON presentation documents.

12 – APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

All questions related to these General Terms and Conditions of Sale and the sales and service provisions they govern, which are not covered by these contractual stipulations, shall be governed by French law to the exclusion of any other law.

In the event of a dispute, and prior to any legal action, the parties must meet in order to attempt to reach an amicable resolution of the dispute, except in cases of urgency or if the dispute concerns public order.

If the parties fail to reach an amicable agreement, any dispute concerning the application of these General Terms and Conditions of Sale and their interpretation, their performance and the sales contracts entered into by the SGH MEDICAL PHARMA Group Companies or the payment of the price, shall be brought before the Court of Grenoble, even in the event of a third-party appeal or multiple defendants.

With regard to exports, all disputes concerning the performance of contracts shall be finally settled in accordance with the conciliation or arbitration rules of the International Chamber of Commerce, by one or more arbitrators appointed in accordance with these rules, the arbitration taking place at the registered office of one of the SGH MEDICAL PHARMA Group Companies.