Terms and conditions of sale

LABORATOIRE NOUVEAU VISAGE S.A.S.
58 Avenue de Wagram, 75017 Paris, France
SIREN : 977 511 948 – SIRET : 977 511 948 00027
VAT : FR40977511948

1. Preamble

1.1 These Terms and Conditions apply to all B2B sales and deliveries of products by LABORATOIRE
NOUVEAU VISAGE (“Manufacturer”) to any distributor (“Customer”).

1.2 The Manufacturer is the owner of the formulations and intellectual property related to the products
it manufactures and sells.

1.3 These Terms and Conditions apply to all products including but not limited to medical devices,
cosmetics, dermo-aesthetic products, and disposables (“Products”), unless otherwise agreed in writing.

2. Orders

2.1 A binding sale occurs when the Manufacturer issues a proforma invoice confirming the Customer’s
order.

2.2 Terms on the Customer’s purchase documents are non-binding unless explicitly accepted in writing.

2.3 Proforma invoices are subject to availability and may be cancelled per clause 14.

2.4 Submitted purchase orders are binding on the Customer

3. Territory and Restrictions

3.1 Products are intended only to be sold, promoted, or distributed within the Customer’s authorised
territory as agreed with the Manufacturer.

3.2 Resale or export of Products outside the authorised territory is against the distribution agreement
signed. The Customer must do all to ensure that no third parties re-export the Products.

SAS LABORATOIRE NOUVEAU VISAGE | 58 AVENUE DE WAGRAM, 75017, Paris, France

Email : contact@nouveau-visage.com | Tel : +33 6 69 14 66 81

4. Compliance Obligations

4.1 The Customer assumes full responsibility for complying with all applicable local laws for import,
distribution, marketing, handling, and sale of Products in the country they are importing, distributing,
marketing and selling Manufacturers products.

4.2 The Customer must obtain and maintain all required local licenses, registrations, or authorizations.

4.3 The Customer is responsible for all post-market obligations, including reporting adverse events and
managing recalls.

4.4 The Customer bears all costs relating to local domestic registration or translation.

5. Pricing and Payment

5.1 Prices are EXW (Incoterms 2020) Paris, unless otherwise agreed in writing.

5.2 Prices exclude VAT, duties, and local charges.

5.3 Payment must be made in full before dispatch. Ownership remains with the Manufacturer until full
payment is received.

5.4 No offset of claims against sums due to the Manufacturer is allowed.

6. Delivery

6.1 Delivery terms are as per the proforma invoice. Default terms are EXW Paris.

6.2 No deliveries will be made if payments are overdue or if the Customer’s solvency is questionable.

7. Inspection and Claims

7.1 The Customer (or its buyers) must inspect Products upon delivery.

7.2 Claims for damage or non-conformity must be made within 3 days of receipt, in writing, with full
documentation.

7.3 The Manufacturer may, at its discretion, repair, replace, refund, or reduce the price for valid claims.

7.4 These remedies are exclusive.

SAS LABORATOIRE NOUVEAU VISAGE | 58 AVENUE DE WAGRAM, 75017, Paris, France

Email : contact@nouveau-visage.com | Tel : +33 6 69 14 66 81

8. Transportation Risk

8.1 Risk transfers to the Customer at the EXW point.

8.2 If other Incoterms are agreed, transit damage must be reported within 3 days of discovery, with
photos and carrier report.

9. Limitation of Liability

9.1 Liability is limited to the purchase price of the affected Products.

9.2 No liability is accepted for indirect or consequential loss, including profit or goodwill.

9.3 Any claim expires 3 months after delivery.

10. Intellectual Property

10.1 The Manufacturer retains all rights to its trademarks, scientific information, and proprietary data.

10.2 The Customer shall not register or use any trademark or information similar to the Manufacturer’s
unless otherwise approved.

11. Product Liability and Insurance

11.1 The Manufacturer’s product liability is limited to mandatory obligations under French law.

11.2 The Customer must maintain adequate product liability insurance in its territory.

11.3 The Customer must handle all first-line product complaints and immediately notify the
Manufacturer.

12. Adverse Events and Recalls

12.1 The Customer must notify the Manufacturer within 3 days of any adverse events or regulatory
incidents.

12.2 Recalls are coordinated by the Manufacturer. The Customer must comply and bear their own
recall-related costs unless otherwise required by law.

SAS LABORATOIRE NOUVEAU VISAGE | 58 AVENUE DE WAGRAM, 75017, Paris, France

Email : contact@nouveau-visage.com | Tel : +33 6 69 14 66 81

13. Confidentiality

13.1 All commercial, technical, and pricing information exchanged is confidential for 5 years after the
last order.

14. Force Majeure

14.1 The Manufacturer is not liable for delays caused by events beyond reasonable control.

15. Governing Law and Jurisdiction

15.1 French law governs these Terms. The United Nations Convention on Contracts for the International
Sale of Goods (CISG) does not apply.

15.2 Exclusive jurisdiction is the Tribunal de Commerce de Paris, unless otherwise required by
mandatory law.

15.3 The Manufacturer may pursue claims in the Customer’s jurisdiction if necessary.

These Terms supersede all previous versions and govern all current and future sales to Customers,
unless otherwise agreed in writing.