Purchasing general terms and conditions B. Braun Medical Services

Article 1. The Parties

These General Purchase Conditions apply to any agreement between B. Braun Medical (hereinafter "BBMFR") whose registered office is located 26 rue Armengaud, 92210 Saint-Cloud (France), and a service provider (hereinafter the "SERVICE PROVIDER "). BBMF and PROVIDER have individually called "PARTY" and collectively as the "PARTIES".

Article 2. Object

These terms are intended to regulate relations between BBMFR and the SERVICE PROVIDER by which BBMFR entrusts the SERVICEE PROVIDER with the performance of services (hereinafter "SERVICES"), as specified in the purchase order issued by BBMFR or in the specific Conditions if applicable. Unless otherwise agreed by the PARTIES, any purchase agreement between BBMFR and a SERVICE PROVIDER shall consist of these General Terms and Conditions, the related Purchase Order and/or the Specific Conditions.

Article 3. Applicability of General Conditions of Purchase

Unless otherwise agreed by the PARTIES, acceptance / confirmation of order by the SUPPLIER implies full and complete acceptance of the present General Conditions. For purposes hereof, the orders placed by BBMFR will be deemed accepted by the PROVIDER in accordance with present General Conditions of purchase, and if needed, specific conditions, no later than eight (8) days following receipt by the PROVIDER. The absence of express reference herein can in no way be construed as a waiver by BBMF to take advantage of the present General Conditions.

Article 4. Obligations of the SUPPLIER

SERVICE PROVIDER hereby declares to be a professional of the realization of the SERVICES object of the present and in particular to have the technical means and the qualified employees in view of the good execution of its obligations as specified herein. The SERVICE PROVIDER undertakes therefore to deliver to BBMFR on time and as a counterpart of the price agreed for the realization of the SERVICES and if necessary of the associated Deliverables, object of the present, in accordance with the legal, regulatory and contractual requirements. As such, unless otherwise agreed by the PARTIES, SERVICE PROVIDER owes an obligation of result and undertakes to carry out the SERVICES entrusted to it with the greatest care, according to the terms and conditions herein, in accordance with the standards in force and the rules of the Art in its business, to exert his obligation to advice compared to the objectives and the stakes of the SERVICES, to regularly inform BBMFR of the evolution of the SERVICES and, without delay, of any technical, organizational, human, financial or other difficulty which would occur, and not to deal with third parties in the name of and for the account of BBMFR, not to present himself in any way or circumstance as the agent of BBMFR.

The SERVICE PROVIDER's employees remain under the hierarchical and disciplinary authority of the SERVICE PROVIDER in all circumstances and perform the SERVICES under its sole and entire responsibility.

The SERVICE PROVIDER may call upon a subcontractor to carry out all or part of its obligations resulting from the present contract, subject to the express and prior agreement of BBMFR. In this case, the SERVICE SUPPLIER will be responsible to BBMFR for the execution of the SERVICES by its subcontractor. Throughout the performance of this Agreement, BBMFR and/or any third party designated by BBMFR shall be entitled to carry out any audit of the SERVICE PROVIDER and/or its subcontractor that it deems necessary, subject to prior notification.

Article 5. Execution of SERVICES and Deliverables

The SERVICES may be supplemented by Deliverables described in this general Conditions, the Order Form and, if applicable, the Specific Conditions. Any delay in the execution of the SERVICES and in particular the deadlines fixed between the Parties will result in the immediate application by BBMFR against the SERVICE PROVIDER of penalties in an amount equal to one and a half percent (1,5%) per week of delay calculated on the total amount of undelivered deliverables and the SERVICES not performed.

Article 6. Reception

The final acceptance corresponds to the acceptance of the SERVICES and if necessary of the Deliverables by BBMFR as the final acceptance report signed by both PARTIES without reserve and makes run the deadline for the payment of the order by BBMFR.

Article 7. Price and terms of payment

The prices charged on purchase orders are in Euros and do not include taxes. They are fixed, final and not subject to revision. Unless otherwise stated, prices include the performance of the SERVICES and, if applicable, the delivery of the associated Deliverables. Unless otherwise agreed by the PARTIES, full payment of the price shall be due upon final receipt of the SERVICES and, if applicable, the associated Deliverables, by BBMFR or upon the date of performance of the SERVICES. The SERVICE PROVIDER shall send invoices to BBMFR's ACCOUNTING DEPARTMENT whose address is indicated on the order form. Invoices must also mention the mandatory legal mentions: order number, references SERVICES delivered, quantity, number and date slips corresponding delivery. All invoices issued hereunder will be set at Sixty (60) days from date of invoice by bank transfer. Any delay in payment from BBMF may result in the application of late penalties on amounts due but not paid, equal to Three (3) times the legal interest rate in force on the day following that on which payment of the invoice is due, as well as the application of a lump sum of € 40 for recovery costs.

Article 8. Transfer of risks, transfer of ownership

Unless otherwise agreed by the PARTIES and if applicable, risk transfer occurs at the time of delivery and transfer of ownership takes place at the time of billing including VAT.

Article 9. Intellectual Property

In case the agreement between the SERVICE PROVIDER and BBMFR relates to the realization of SERVICES comprising Deliverables, results or any element emanating from the SERVICES, the aforementioned deliverables, results or any other element emanating from the SERVICES are the exclusive and whole property of BBMFR.

The SERVICE PROVIDER expressly undertakes not to use the said elements for its own needs, nor to market them.

The SERVICE PROVIDER guarantees BBMFR against all claims of third parties, including its employees, and relating to the aforementioned elements.

The SERVICE PROVIDER undertakes not to use the name, the company name or the logos and/or trademarks of BBMFR without its prior and express agreement.

Article 10. Force majeure

Neither Party hereto shall be liable to the other Party for failure to perform any of its obligations to the extent that it proves that the performance of its obligations, in whole or in part, is delayed or prevented as a result of a situation of force majeure as defined by Article 1218 of the French Civil Code.

Article 11. Hardship

Hardship Unforeseen circumstances are defined as a significant change in economic conditions, monetary, technical or commercial, directly and significantly affecting the performance of the obligations of either PARTY, such change to be unforeseeable on the date of execution hereof and being such that the affected PARTY could not reasonably perform its obligations hereunder. In this case, the affected PARTY shall inform the other PARTY of the situation by registered letter with acknowledgement of receipt, as soon as possible, specifying the nature and direct and/or indirect consequences of the circumstances directly and significantly affecting the performance of its contractual obligations under the present agreement. In the event of an unforeseen circumstances’ case affecting the contractual commitment of one of the PARTIES, each PARTY hereby undertake to organize, in good faith and as soon as possible, an attempt to renegotiate the contractual conditions, refraining itself from any refusal to renegotiate. Any referral to a court, in violation of this clause of attempted renegotiation would constitute a ground for motion to dismiss. During the renegotiation phase, and as of the notification by the other PARTY of the occurrence of such event, the PARTIES undertake to continue the proper performance and execution of their contractual obligations. Unless the PARTIES expressly agree otherwise in writing, this amicable renegotiation attempt phase may not exceed two (2) months. The PARTIES may extend the duration of the amicable renegotiation attempt by an exchange of written agreement. If the renegotiation is successful, the PARTIES shall establish an amendment to the present contract formalizing the result of the renegotiation. If the PARTIES fail to reach an agreement within the aforementioned period, the attempt of amicable renegotiation shall be deemed to have failed and the PARTIES may each start legal proceedings before the competent court for revision or termination of the present contract.

Article 12. Confidentiality

Each of the PARTIES hereto agrees to treat all information in connection with this contract and received from the other PARTY, confidentially, and as such prohibited from disclosing such information to unauthorized third parties during the term of validity of this Agreement and the Five (5) following years. Each Party undertakes to take all necessary measures to ensure that its staff comply with these confidentiality obligations. The provisions of this Article shall not apply to information that : are already known to the other PARTY, provided that they have not been disclosed to him by a third party related to the issuing PARTY by a confidentiality agreement, are directly obtained by any of the PARTIES under its own work; do emerge from the public domain; are disclosed by either PARTY at the request of a competent authority at the request of the judicial authority subject to having duly informed the other PARTY in strict compliance with the confidentiality of the proceedings.

Article 13. Personal data protection

BBMFR undertakes to maintain the strictest confidentiality with regard to the personal data concerning the SUPPLIER or the natural persons acting on its behalf of which BBMFR would be aware during the order process (purchase order, e-mail, telephone, fax, etc.).

In accordance with Law No. 78-17 of 6 January 1978 and Regulation (EU) 2016/679 of 27 April 2016, any natural person has a right to request access to the personal data concerning him/her and, in the circumstances given by the regulations, a right to request rectification or erasure of the data, restriction of the processing, to object on legitimate grounds to the processing as well as the right to data portability and to define general guidelines regarding the fate of the data after his/her death. These rights can be exercised by sending a request accompanied by a proof of identity to BBMFR's Data Protection Officer by mail to BBMFR's address or by e-mail to donneespersonnelles.fr@bbraun.com. If, after contacting BBMFR, the data subject considers that its rights are not respected, it has the right to lodge a complaint with the CNIL online or by mail.

Article 14. Termination clause

This Agreement may be terminated as of right by BBMFR for breach of all or part of its essential obligations by the SUPPLIER. This resolution shall take effect following notice of the SERVICE PROVIDER by BBMFR by registered letter with acknowledgment of receipt, remained without effect for fifteen (15) days.

Article 15. Compliance - Insurance

The SERVICE PROVIDER declares that it owns an insurance policy covering its civil and professional liability. The SERVICE PROVIDER shall provide BBMFR, upon request, with the insurance policy certificates specifying the amount of the guarantees and the proof of payment of the premiums

If needed, the SERVICE PROVIDER must inform BBMFR systematically when obtaining, renewing or suspending a certification and provide a copy of the valid certificate.

The SERVICE PROVIDER undertakes to respect all the provisions relating to the protection of the environment.

The SERVICE PROVIDER certifies that it regularly employs its employees with regard to the provisions of the French Labor Code, and that it only employs persons duly authorized to carry out a professional activity. Furthermore, the SERVICE PROVIDER undertakes to comply with all the tax and social obligations incumbent upon it and to provide BBMFR with all the documents referred to in article D 8222-5 of the French Labor Code.

Article 16. Anti-Corruption

The SERVICE PROVIDER declares, in its own name and on its own behalf, that it will comply with the applicable laws on the prevention of corruption and influence peddling.

SERVICE PROVIDER further declares that it will not offer, promise, give, authorize or accept any undue advantage, pecuniary or otherwise, of any kind whatsoever, to or from any person invested with a specific function, for example in connection with the awarding of public or private contracts, regulatory approvals, taxation, customs, judicial and legislative proceedings.

Article 17. Applicable law and jurisdiction

THIS AGREEMENT IS GOVERNED BY THE PROVISIONS OF FRENCH LAW. A LACK OF MUTUAL AGREEMENT, ANY DISPUTE RELATING TO THE INTERPRETATION OR PERFORMANCE OF THESE WILL BE SUBMITTED TO THE COMMERCIAL COURT OF NANTERRE.

validity date : 01/02/2022