GENERAL CONDITIONS OF SALE SAS AXELIFE MEDICAL EQUIPMENT

The present General Conditions of Sale governs the relationships between SAS AXELIFE and its Clients who are deemed to have accepted the rules

upon their acceptance of the order. Only the latest version of our General Conditions of Sale are applicable. Communication of updated versions

occurs every time there is an significant modification, and each update, including this one, cancels and replaces all previous agreements.

ARTICLE 1 : ORDERS

1.1. With the first order, the Purchaser must specify his complete coordinates as well as his bank address. The minimum order is one product. If the

product is defective, and is returned, it will be replaced. The product is sold with its accessories (sensors, USB key and USB cable), only those

provided by SAS AXELIFE are compatible with the device. In the case of wear and/or defects, please replace them with SAS AXELIFE equipment.

1.2 Orders, sent to our company, are irrevocable by the Purchaser, unless the Vendor determines that it is not possible to honour the order based on

the intended condition of use.

1.3 Client validation of the order is deemed to be an acceptance of the present conditions, prices and product packaging, with full knowledge of the

associated facts and without any reservations. If an ordered product is not available, the Client will be informed and have the option to cancel the order

or be offered a replacement product.

1.4 Authorization, formalities, changes, special payment modalities, of any kind, especially for the purpose of import into the destination country, are

the Client’s responsibility.

ARTICLE 2 : PRICES

2.1 Our prices are Incoterms “Ex Works, and do not include taxes”, VAT, or possible port fees. The invoiced prices will be those in effect at the time of the order. In the case where the prices are increased due to currency fluctuations, the Client may cancel the order, without indemnity, if such cancellation takes place within the seven days after placing the order. After that period, the order will be considered to be definitive at the new price.

ARTICLE 3 : PAYMENT – RETENTION OF OWNERSHIP

3.1 All sums paid by the Client, in advance with the order, are considered down-payments and not deposits. The payments modalities are: cheque, bank transfer. The Client guarantees SAS AXELIFE that he has the authority to use the payment method chosen when the purchase order is validated. Each payment must be made in the same currency as that of the invoice. In the case where a cheque is used, payment will only be considered complete when the cheque has cleared the bank. The Purchaser will be responsible for objecting, by all legal means, attempts by third parties to seize, confiscate, or in any way take possession of the purchased goods. As soon as he is aware of any such attempts, he must advise the vendor so that the Vendor can protect his interests. An invoice will be created and issued for each delivery. Invoices issued by AXELIFE SAS are

payable before the product delivery date.

3.2 The Client shall not reduce the amount indicated on the invoices, by any sums that AXELIFE SAS may owe him. In the case of a deferred, or late,

payment, three times the legal interest rate, applicable from the day following the due date indicated on each invoice, will be applied. The Client shall also be responsible for all fees incurred to collect contentious payment.

3.2 In the event that sums, owed under the sales contract, are not paid by the invoice due date, as well as non-execution of any of the Purchaser’s commitments, shall automatically lead to a request for all sums owed and the Vendor reserves the right to suspend execution of his own obligations until complete payment of arrears, and, if the Vendor so chooses, eight days after notification, by registered mail goes unheeded, the sales contract will be automatically cancelled without the requirement for any legal formalities. Recall of the product, by the Vendor, automatically means the Purchaser must pay for damages due to depreciation and unavailability of the concerned goods, for any reason whatsoever. In consequence, the Purchaser must, under the penal law, pay an indemnity of 1.5% of the agreed price, for every month he withholds recalled goods. If contract cancellation renders the Vendor a debtor for down-payments previously-received from the Purchaser, he will be authorised to pay that debt from the funds owed under the aforementioned penal clause. In the case of a total, or partial, payment default, the Purchaser must pay the Vendor a late fee equal to three times the legal interest rate applicable, in France, on the product delivery date. This late fee will be calculated from the amount still owed, excluding taxes, and will be applied from the payment due-date, without any prior formal notice being required. There will no compensation by reciprocal credits other than that specified above.

3.3 Ownership Retention - AXELIFE SAS reserves full ownership of the product(s) until full payment for the product(s) has been completed, including associated fees and taxes. Until that time, the Client cannot, in any manner whatsoever, dispose of the product(s), nor relocate them, without the prior approval of AXELIFE SAS. In the case where an order is recalled, the Client must contact an AXELIFE SAS advisor to find a friendly resolution. The

latter can be contacted by phone at: 06.60.87.23.20, or by email at contact@axelife.com The Client automatically agrees to the General Conditions of Sale when he places any order.

ARTICLE 4 : DELIVERY – DAMAGES

4.1 Our product(s) will be shipped after payment of the corresponding invoice. It is the Client’s responsibility to provide all the necessary details to ensure proper completion of that delivery and its acceptance and delivery slip signature upon reception. All products will travel at the Client’s peril and risk and AXELIFE SAS declines all responsibility for alterations, losses and damages that may occur during transport. The delivery period is only given

as a reference and is a function of supply availability and transportation. Delivery delays cannot lead to payment of damages, interest, withholding, or cancellation of current orders. The AXELIFE SAS manager cannot be held responsible for delivery lateness or delivery failures. In all cases, delivery within the agreed period will only take place when the Purchaser is up-to-date with his AXELIFE SAS obligations.

4.2 In the case of uncontrollable events that make delivery impossible, AXELIFE SAS shall be released from its responsibilities to complete one or more deliveries. In both cases, the merchandise must be removed within two months after the date they are made available. Beyond that period AXELIFE SAS may dispose of the merchandise and keep the down-payment. The Purchaser must take all precautions to protect himself against

transportation companies in the event that the goods are lost, damaged, late, etc. and take all steps to complete all necessary formalities within the required periods. In the case where the product(s) are damaged and/or lost during transport, it is the recipient who will be ina

position to report damaged or lost goods so it is the Purchaser’s responsibility to send his reservations, by registered mail, to the transporter, within 48 hours. The Purchaser will be directly indemnified by the transporter upon presentation of associated proof (indication of lost or damaged goods, delivery slips bearing mention of the damages along with a photocopy of the invoice). The delivery modalities, announced by the sales advisors, will not include any special methods required due to access and/or destination configuration

difficulties, and the Client shall be responsible for all additional fees incurred for such causes. Port Fees: Consult us. Access to products and services: by internet at www.axelife.com , by email at contact@popmetre.com, or by regular mail sent to AXELIFE SAS, 2-10 rue d’Oradou sur Glane, 75015. Delivery will be made to the address indicated on the purchase order by the Client. The identification code, assigned to the Client, must be kept by the Client and provided with each order. The information, requested from the Client, is necessary for order processing and will not, under any circumstances, be shared with AXELIFE SAS’s contractual partners.

ARTICLE 5 : RETURNS/RETURN MODALITIES

5.1 All returns are subject to prior, written agreement with the AXELIFE SAS after-sales department (assistance@popmetre.com) within a maximum period of three days beginning from its reception. Returns must be made, by the Purchaser and at his expense, directly to the company head-office within a period of 20 days. All products returned without the aforementioned prior approval will be rejected and not lead to the assignment of any credits. For products purchased by non-professional health-care personnel, the Client will have a period of seven business days, beginning from reception of the products, to return the product in its original packaging, in perfect condition, along with all its accessories, operational instructions and all other documentation, otherwise, no credits will be issued. The Client’s right to return can only be exercised with intact, unopened, untested products whose packaging is also intact. Returns will not lead to any penalties with the exception of return fees for which the Client will be held responsible. In such a case, the Client will be reimbursed for his purchase within fifteen days after receipt and inspection of the product at AXELIFE SAS, by cheque or a credit in an amount equal to the invoice difference.

5.2 Responsibility – The offered products conform to the laws applicable within French territory. AXELIFE SAS liability will not be engaged if the legislation in the destination country are violated. It is the Client’s responsibility to verify, with the local authorities, the laws governing importation and use of the products he wishes to order.

5.3 Brands and Intellectual Property Rights – Use of the products – ProductRe-Sale

AXELIFE SAS, along with all the trademarks and labels indicated on the product(s), are registered trademarks whose use is not granted to the Client by the present contract. The present General Conditions of Sale do not confer any patent licence rights or any other industrial ownership rights, of any kind, and/or any marketing and/or distribution rights to the Client. The Client must conform to all the laws applicable to use of the delivered product(s).

ARTICLE 6 – WARRANTIES

6.1 All claims concerning the quality of the delivered product(s) must be sent to AXELIFE SAS as soon as possible. It is the Client’s responsibility to provide all proofs necessary to support his claims. Any and all conclusions invoking the product’s quality as a root cause will not release the Client from his duty to pay the agreed price which remains due at the agreed due-date. The legal warranties for products purchased from AXELIFE SAS benefit from the legal warranty of hidden defects, by application of Article 1641, and following, of the Civil Code. The contractual warranties for products purchased from AXELIFE SAS may invoke a warranty whose conditions are indicated in the product notice. In order to benefit from the

warranty, the invoice must be presented. The warranty for accessories, provided in the hand- bag, is limited to 3 months. The warranties do not cover any of the following:

-replacement of consumables

-defects associated with incorrect connections, disrespect for the operational instructions and/or abnormal use of the product due to Client negligence or error

-replacement of parts that wear out in a normal manner or wear due to abnormal use

-damages after natural phenomena and/or accidents and/or any other external cause

In the case where the product is delivered to a destination outside of France, the Client is considered to be the importer and is therefore, responsible for verifying the import laws applicable in the destination country. If necessary, customs duties and formalities are exclusively the responsibility of the Client.

ARTICLE 7 – PRESERVATION OF THE PRODUCTS – PURCHASER’S OBLIGATIONS

7.1 The Purchaser is prohibited from, either in part or in whole, altering and/or stripping away any of the trademarks on the packages at the time of delivery and from selling any products that have sustained such alteration and/or stripping of trademarks. The room in which the device is stored, must have an ambient temperature of 15-30 ?C, and a relative humidity of 30 to 90%. The Purchaser is responsible for performing a visual inspection of each package upon reception of each order. No claims will be considered after a period of fifteen days from the shipping date. These conditions, prescribed for storage, must be respected by the Purchaser who is also responsible for informing his own Clients and consumers. By default, the Vendor cannot guarantee the quality of his products. It is prohibited to export our products outside of the country for which they were ordered unless otherwise specified by law. In the case where this prohibition is disrespected, the Vendor reserves the right to cancel delivery. When operating the device, please do not use any other accessories than those provided by AXELIFE SAS.

ARTICLE 8 – UNCONTROLLABLE EVENTS

8.1 In the case of uncontrollable events, the Vendor is not responsible for any delivery delays, incidents or failures. The following are considered to be such events: fire, explosions, complete or partial destruction or degradation of the manufacturing plant and/or stores, attacks, lock-outs, and all other events that are outside of the Vendor’s control.

CHOICE OF MAILING ADDRESS AND LEGAL JURISDICTION

The rights and obligations of the parties are governed by French law. The chosen mailing address is that of the Vendor’s head-office. In the case of contestations, the business courts will alone rule. Nevertheless, we reserve the right to bring all legal actions concerning the payment, collection of debts and/or return of products to any courts ruling the jurisdiction of the Purchaser’s head-office, or that of the district in which his assets, or our products, are located, and will only be considered upon presentation of adequate proof (a note or delivery slip indicating loss or damage, along with a photocopy of the associated invoice).

AXELIFE SAS - 2-10 rue d'Oradour sur glane - 75015 Paris 15 - France

Siret : 520 759 150 - 00037 - Paris - Naf : 7112B - TVA : FR21520759150

SAS au capital de 2 730 620 €

Tel : +33 (0)1 89 71 54 68 - Email : contact@axelife.com

Site internet : www.axelife.com