General Sales, Delivery, and
Payment Terms and Conditions

General

In these General Sales, Delivery, and Payment Terms and Conditions (the "Terms"), the following definitions apply:

• "EUROCEPT" means Eurocept International B.V., a private limited company with its registered office in Ankeveen.
• "Other Party" means any potential or actual customer of goods, equipment, and/or instruments from EUROCEPT.
• "Goods" means all products manufactured and/or marketed by EUROCEPT excluding equipment and/or instruments.

Applicability

2.1 These Terms apply in full to all legal relationships where EUROCEPT acts as seller or supplier of goods, equipment, and/or instruments.

2.2 The Other Party is deemed to have accepted these Terms by placing an order or accepting delivery of goods.

2.3 EUROCEPT expressly rejects any general terms and conditions of the Other Party.

2.4 Deviations from these Terms are only valid if agreed in writing and signed by both parties.

2.5 Should any provision of these Terms be invalid or unenforceable, the remaining provisions remain fully effective.

2.6 Formation of Agreement: An agreement is formed upon either (i) EUROCEPT's written confirmation of the Other Party's order or (il) EUROCEPT commencing execution of the order, whichever occurs first.

Prices and Quotes

3.1 Al price quotations are non-binding and subject to change unless expressly stated otherwise in writing.

3.2 EUROCEPT may withdraw any offer in writing within 48 hours after acceptance by the Other Party.

3.3 Al prices exclude VAT and other applicable taxes.

3.4 If prices change between order and shipment, EUROCEPT may charge the price valid on the shipment date per its price list. The Other Party may rescind the agreement in writing in such cases. EUROCEPT may also pass on government-imposed costs or regulatory charges immediately.

3.5 Samples and models are provided as indications only.

3.6 Offers for stock are subject to stock availability.

Delivery and Delivery Periods

4.1 Delivery times are approximate and not binding deadlines.

4.2 Partial deliveries are permitted and invoiced separately as independent transactions. The Other Party must pay each invoice relating to a partial delivery as a separate transaction.

4.3 Delivery times commence once EUROCEPT has received all necessary information from the Other Party. If requested information is not provided, EUROCEPT has no obligation to proceed.

4.4 For deliveries under € 125 per shipment, an administrative charge of € 50 applies.

4.5 EUROCEPT reserves the right to require pre-payment, cash on delivery, or security before fulfilling any delivery and may suspend deliveries if these conditions are not met satisfactorily.

4.6 For deliveries within the Benelux region, Incoterms 2020 'Delivered At Place' (DAP) will apply unless otherwise agreed in writing. For deliveries outside the European Economic Area (EEA), individual written agreements wil be established with the respective parties.

Resale and Delivery Conditions

5.1 The Other Party must hold all necessary pharmaceutical permits and licenses to receive and handle goods, equipment, and/or instruments.

5.2 Wholesalers must sell goods, equipment, and/or instruments only in original, undamaged packaging.

5.3 Non-wholesaler Other Parties may not use goods, equipment, and/or instruments as gifts or bundle them with other products for a combined price.

5.4 EUROCEPT reserves the right to recall goods at its expense at any time for any reason. These goods, equipment and/or instruments will be refunded. The Other Party agrees to cooperate fully and follow all instructions related to such recalls.

5.5 The Other Party must be able to demonstrate to EUROCEPT upon request to whom it
has resold products and report any information received regarding product use by end users.

Payment

6.1 Payment must be made within 30 days of invoice date, in the agreed currency, without any deductions unless expressly permitted by law and Article 8.

6.2 If payment has not been received within 30 days as stipulated in Article 6.1, the Other Party shall automatically be in default without any further notice required. Without prejudice to EUROCEPT's other rights, the Other Party shall owe interest on the outstanding invoice amount at a rate of 1% per month or, if higher, the statutory interest rate.

6.3 Payment may not be withheld unless a valid complaint under Article 8 has been submitted and accepted by EUROCEPT. The Other Party is still required to pay the remaining invoice amount, which is the original invoice total minus the value of the valid complaint accepted by EUROCEPT, in accordance with the terms set out in Article 6.1.

6.4 EUROCEPT may charge collection costs in line with the Recommended Collection Rate of the Netherlands Bank Association, with a minimum of € 250, and without prejudice to EUROCEPT's right to seek compensation for all legal fees and other costs.

6.5 Regardless of any instructions otherwise by the Other Party, each payment by the Other Party shall be applied first to pay the legal and other costs owed and then subtracted from the interest owed, and, next, from the claim outstanding the longest.

6.6 EUROCEPT shall be entitled at all times to offset all payment discounts incorrectly deducted and all outstanding amounts which have become due against payments to be made by EUROCEPT to the Other Party.

Retention of Title

7.1 EUROCEPT shall retain the title to goods, equipment and/or instruments delivered or to be delivered by it until the Other Party has paid everything it owes EUROCEPT for goods, equipment and/or instruments delivered or to be delivered, or work performed or to be performed in that connection, as well as claims by EUROCEPT based on breaches by the Other Party.

7.2 EUROCEPT shall always be entitled to retrieve the goods, equipment and/or instruments belonging to it itself from the site they are located without a further notice of default or judicial intervention. The Other Party shall grant EUROCEPT an irrevocable power of attorney to enter the premises utilized for the storage by (or for) the Other
Party. Al costs related to retrieving the goods, equipment and/or instruments shall be paid by the Other Party.

7.3 If EUROCEPT is entitled to any goods, equipment and/or instruments under Article 7.1, the Other Party may only dispose these as part of its normal business operations, on the understanding that the Other Party shall not be entitled to create pledges or any other security interest on/in those goods, equipment and/or instruments.

7.4 The Other Party must inform EUROCEPT immediately if third parties assert rights regarding the goods, equipment and/or instruments owned by EUROCEPT pursuant to this Article 7, and must inform the third parties concerned of those ownership rights.

Complaints

8.1 The Other Party must inspect delivered goods immediately and report complaints in writing no later than in two business days after delivery.

8.2 The complaint by the Other Party to EUROCEPT referred to in Article 8.1 must include at least the following information:

• the Other Party's full name and place of business;
• a brief description of the complaint;
• a description of the good concerned, quantity and batch number;
• relevant photos, if applicable;
• complaint sample, if applicable;
• should EUROCEPT deem necessary under specific circumstances, EUROCEPT can demand an inspection report through a remunerated and impartial expert.

8.3 If a complaint is deemed well-founded, EUROCEPT must, at its option, deliver the missing item, equipment and/or instruments concerned, or reduce the purchase price proportionate to the defect.

8.4 Al possible liability claims and defenses regarding goods, equipment and/or instruments will expire twelve (12) months after the delivery date.

8.5 The Other Party must strictly comply with the statutory and other regulations regarding the storage, packaging and handling the goods, equipment and/or instruments delivered.

8.6 EUROCEPT will under no circumstances accept guarantee claims after the expiry date of goods, equipment and/or instruments.

Returns

Goods, equipment and/or instruments can only be returned if EUROCEPT has agreed beforehand to a return in writing.

Returns are subject to a € 100 handling fee unless:

• An error has been made by EUROCEPT during the processing and / or delivery of the order and as a consequence of this the Other Party has rightly complained.
• Goods are recalled (withdrawn from the market by the manufacturer or importer).
• A compensation scheme for (almost) expired articles, which applies to EUROCEPT and the Other Party.
• Otherwise written statement for acceptance of return that has been confirmed by EUROCEPT.

The following conditions are applicable:

• The risk of the shipment is the responsibility of the Other Party.
• Within 5 calendar days after receipt of the delivered goods the application for return must be reported by the Other Party to EUROCEPT and accompanied by a statement of order date and packing slip number.
If the request for return has been accepted by EUROCEPT, the Other Party will receive the "Return Merchandise Authorization / RMA" form by email. Without the completely filled in "RMA" form, the return shipment will not be processed.
• Goods, equipment and/or instruments were delivered directly by EUROCEPT, order date and packing slip number are available.

• Goods, equipment and/or instruments are not damaged and are in the original packaging, they have not left the facilities of the Other Party and have been continuously stored under the appropriate conditions and under control of the Other Party's responsible person (by means of a signed statement).

• In addition to that, for cold chain goods, relevant temperature data should be submitted to EUROCEPT to provide evidence that the Product did not get exposed to any incremental risks whilst being outside of EUROCEPT premises.

• Goods, equipment and/or instruments are standard and were not specifically ordered for the Other Party.

• An appointment will be made by EUROCEPT to pick up the returned goods. If the Other Party does not cooperate in the return process, independently on the root cause for return, EUROCEPT has the right to void the return and charge costs back to the Other Party, even if this return was originally accepted.

• The end-to-end return process should not take more than 7 calendar days all together, including the transportation back to EUROCEPT. It is primarily the responsibility of the Other Party to make sure that these deadlines are not violated - as they need to collaborate in the return process.

• It is the responsibility of the Other Party that the return goods are available in proper packaging.

• The signed RMA return form should be shared with EUROCEPT. In the absence of the signed return form, after one reminder, EUROCEPT will void this return and will charge costs back to the Other Party.

The Other Party is not allowed to return goods that:

• Were not purchased directly from EUROCEPT.

• Have left the location of the Other Party. The location of the Other Party is

defined as the "Delivery address" as per the invoice of EUROCEPT. For example,

if the goods have already been dispatched by the Other Party to the next party

in the distribution chain (e.g., from a wholesaler to a pharmacy or from a

pharmacy to a patient).

Fall under the general controlled drugs (narcotics and psychotropics) license.

• Are open or disassembled.

• Any of the above mentioned deadlines are violated (return should be reported by the Other Party within 5 calendar days after receipt of the delivered goods and the appointment for return should be made by the Other Party within max 6 calendar days post approval of EUROCEPT to return goods).

• Proof of temperature storage conditions is missing for cold chain goods (providing statement is not sufficient).

• In case of drug products, the 2D-data-matrixcode has not been deactivated and tamper evidence seal is intact.

These conditions are essential and mandatory; failure to meet any one of them shall constitute grounds for refusal of the return.

Liability and Force Majeure

10.1 EUROCEPT's liability is limited to property damage and / or personal injury only.

10.2 EUROCEPT shall not be liable for direct or indirect consequential damage.

10.3 EUROCEPT is not liable for damages caused by:

• Management acts (behaviors of its management and others who on behalf of EUROCEPT are involved) except in cases of gross negligence.
• Use of unsuitable means in its efforts to the Other Party. Force majeure events including strikes, lock-downs, illness, export, import and or transport prohibitions, transport problems, non-fulfillment of obligations by suppliers, production disruptions, fire or other events resulting in damage in factories or warehouses, and restrictive international or national measures of whatever nature, regulatory restrictions, and other unforeseeable events
beyond control.

10.4 In force majeure, EUROCEPT may suspend or rescind contracts without liability.

10.5 Liability is limited to the amount covered by EUROCEPT's insurance and received payment under that insurance policy.

Intellectual Property

11.1 EUROCEPT does not warrant that the goods shall not infringe any third-party intellectual property rights.

11.2 The Other Party may only exercise EUROCEPT's IP rights with EUROCEPT written permission and must comply with all EUROCEPT's instructions.

11.3 The Other Party shall immediately notify EUROCEPT of any IP infringements by third parties or alleged infringements by goods.

Rescission

If proper performance by EUROCEPT is impossible in whole or part as a result of one or more circumstances for which EUROCEPT does not bear the risk, including the circumstances stated in Article 10.3, EUROCEPT shall be entitled to rescind the agreement, without EUROCEPT being required to compensate the Other Party's damage, or vice versa.

Governing Law and Disputes

13.1 Dutch law governs all agreements and disputes between EUROCEPT and the Other Party.

13.2 Disputes between EUROCEPT and the Other Party shall in the first instance be exclusively settled by the District Court of Amsterdam (Arrondissementsrechtbank), except if EUROCEPT, as the claimant or petitioning party, opts for the competent court in the jurisdiction where the Other Party's domicile or place of business is.

Filing and Availability

These Terms have been filed with the Gooi-, Eem- en Flevoland Chamber of Commerce. Copies are available and may be obtained from EUROCEPT upon request, free of charge.