General Terms and Conditions of Sale and Delivery

for use in business transactions between entrepreneurs (B2B), in force from 10 July, 2026

1. General

1.1. Unless otherwise agreed upon in writing, these General Terms and Conditions of Sales and Delivery (“GTC”) shall govern all aspects of the sale and delivery of products (hereinafter referred to as “products” or “goods”) by Ascensia Diabetes Care Holdings AG, Peter Merian-Strasse 90, 4052 Basel, Switzerland (hereinafter referred to as "Seller") to a customer (hereinafter referred to as "Buyer").

1.2. The GTC shall form an integral part of the agreement between the Seller and the Buyer. By placing a purchase order with the Seller, the Buyer confirms that it has read, understood and accepted without restriction the GTC in force on the day of placing such order. This confirmation shall in no way be dependent on a handwritten signature of the Buyer.

1.3. Any GTC of the Buyer which are contrary to these GTC shall only be binding on the Seller if explicitly recognized in writing by the Seller.

1.4. The Seller reserves the right to amend these GTC at any time, with effect for future transactions with the Buyer.

2. Offers and Orders

2.1. All offers by the Seller are non-binding and without obligation.

2.2. The Buyer’s purchase order is deemed a binding contract proposal.

2.3. To accept the order, a written confirmation (e.g. order confirmation) by the Seller is necessary. With the acceptance of the order, a contract is established and legally binding between the Seller and the Buyer ("Contract").

2.4. The written confirmation is decisive for the content of the Contract, even if it shows minor or customary deviations from the order. Such deviations are deemed accepted by the Buyer if the Seller does not receive a written objection of the Buyer within seven (7) days from his reception of the written confirmation or before the goods are being shipped, whichever comes first.

3. Delivery

3.1. Unless otherwise agreed in writing, delivery is made in accordance “DAP” (Delivery at Place), Incoterms 2020.

3.2. All shipping dates are estimates shipping dates only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control.

3.3. The Seller reserves the right to make partial deliveries.

3.4. The risk of loss or damage to the goods shall be transferred to the Buyer in accordance with the applicable Incoterms.

3.5. If the Buyer is in default of acceptance or culpably violates other obligations to cooperate, the Seller is entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims are reserved.

4. Prices and Payment

4.1. Unless otherwise agreed in writing, prices are valid at the moment of the order according to the offer sent to the Buyer in writing.

4.2. Prices are determined in the currency stated in the confirmed purchase order and invoice, which shall be binding for all related payments.

4.3. Unless otherwise agreed in writing, the payment period is thirty (30) days net after the invoice date.

4.4. In the event of late payment, default interest of five percent (5%) will be charged on the total amount of the claim. The right to claim a higher damage caused by default is reserved.

5. Retention of Title

Unless otherwise agreed in writing, the delivered goods remain the property of the Seller until full payment as indicated in the invoice is received.

6. Acceptance, Inspection and Notification of Defects

6.1. Upon receipt the Buyer is obliged to inspect the delivered goods without delay.

6.2. Unless otherwise agreed in writing, the following conditions apply:

6.2.1. The Seller must inspect the goods for any visible defects within twenty-four (24) hours of the delivery date. If there are recognizable defects the Seller must be informed in writing within seven (7) days upon receipt of the goods. The Buyer must notify any hidden defects at the latest within fourteen (14) days from detection of the hidden defect, in writing.

6.2.2. If the Buyer fails to notify the defect or if the notification of defects is late, the delivered goods are deemed approved. The Seller’s warranty and liability obligations (clause 7) for any defect which has not been notified on time are excluded except in cases where the Seller has acted fraudulently.

7. Warranty

7.1. The warranty period is 12 months from the delivery date. During the warranty period the Buyer's claim is limited to the replacement of defective goods or the refund of the purchase price. All other claims exceeding this are, to the extent permitted by law, excluded.

7.2. Excluded from the warranty and liability are defects for which the Seller is not responsible, such as improper handling, utilization while disregarding the correct instructions for use (e.g. combining the Seller’s products with products from other manufacturers, incorrect and excessive use, unauthorized combination of types of material) as well as for the wear and aging of the products.

8. Returns

8.1. The Buyer is not entitled to returns that are not covered by the warranty. All returns require the prior written approval of the Seller. The Seller confirms the possibility of return by providing a return receipt, which must be enclosed by the Buyer with the return shipment.

8.2. Under no circumstances, except for warranty cases, it is possible to return goods if the original packaging is opened or damaged.

8.3. Products with a limited shelf life (e.g., testing strips, diagnostics), sterile, temperature-sensitive, or single-use items, are non-returnable under any circumstances, unless they are proven to be defective upon delivery and such defect is confirmed by the Seller. The Seller’s liability is strictly limited to either replacement or credit, at its sole discretion. No claims will be accepted for unauthorized returns, indirect losses, or consequential damages. Returns require our prior written authorization; unauthorized returns refused at your cost.

9. Liability

9.1. The Seller shall be liable without limitation for damage caused by unlawful intent or gross negligence. In the case of slight or ordinary negligence and damage to property or pecuniary losses caused thereby, the Seller will assume liability only for its breach of essential contractual duties the performance of which is indispensable for the proper fulfilment of the contract and the performance of which the Buyer must be able to specifically rely upon; however, such liability of the Seller is limited to the damage which is typical of the contract and which was foreseeable at the time of contracting. The liability of the Seller for delay is limited to 0.5% of the value of the service in delay per each completed week of such delay, up to a maximum rate of 5% of the said value. Any further liability for damages is excluded, irrespective of the legal nature of the claim asserted.

10. Force Majeure

10.1. The Seller’s liability shall be excluded in the event of force majeure, such as but not limited to epidemics, pandemics, war, riots, fire, floods, labour disputes, acts of government, coincidence, acts of the Buyer or of one of its customers, transport difficulties, problems with delivery of raw materials or any other causes beyond Seller’s reasonable control, irrespective of whether such acts of force majeure occurred at the Seller, the Buyer or a third party.

10.2. In the event of an act of force majeure, the delivery date shall be extended for the duration of the delay caused by said act of force majeure. Should the condition of force majeure last longer than three months, both the Seller and the Buyer may terminate the contract in writing giving seven (7) days prior written notice for the delivery of products not yet completed. In such event, the Buyer shall be responsible for payment of the unpaid portion of the delivered products. Any remaining obligations to perform on either part shall no longer apply.

11. Export, Import and Trade Compliance Restrictions

11.1. The Buyer may sell or otherwise transfer the products only within the territory for which they are approved, labelled, and originally supplied. Any sale or transfer outside that territory requires the Seller’s prior written consent, due to applicable regulatory, safety, and post-market surveillance obligations.

11.2. Both parties acknowledge, and shall comply with, all applicable import, customs, export controls, and trade and economic sanctions laws, rules and regulations.

12. Infringements of Intellectual Property Rights

Any and all intellectual property, including the know-how required to design, manufacture and deliver the products, shall remain the sole property of the Seller. Subject to the mandatory rights under any applicable intellectual property laws, the Buyer shall not be granted any rights to intellectual property or know-how.

13. Software

To the extent that software or documentation is embedded in or included with a product, no ownership rights in such software or documentation are transferred to the Buyer through the sale of the product. The Buyer shall only have a non-exclusive and non-transferable right to use the intellectual property rights of the Seller or its affiliates contained in the Software or Documentation to use the Software or Documentation in connection with and as embodied in the delivered Products or as supplied with the Products.

14. Regulatory Compliance, Traceability

14.1. The Buyer shall comply with all applicable medical devices laws, regulations (e.g. EU-MDR and IVDR) and standards applicable in the appropriate country or region where the medical devices are or have been made available.

14.2. The Buyer shall ensure that the Products are marketed, stored, supplied, and distributed only for their intended purpose and in accordance with the product labelling and instructions provided by the Seller. The Buyer shall not promote or encourage any use of the Products that is inconsistent with their intended use. Any modification, improper use, or promotion for unintended purposes performed by the Buyer or resulting from the Buyer’s actions is the Buyer’s sole responsibility and releases the Seller from any related liability. The Buyer acknowledges that such actions may result in loss of regulatory compliance and may cause the Buyer to be considered a manufacturer under applicable laws.

14.3. The Buyer shall notify the Seller of any complaint or incident, without any delay upon such complaint or incident has occurred. Notification with all pertinent information (including but not limited to product reference, batch or serial number, a detailed description of the complaint or incident) shall be sent by e-mail (info@ascensia.ch) under the subject "Adverse Event Reporting".

14.4. In the event of a recall, safety notice, or any post-market surveillance or corrective action, the Buyer agrees to provide full cooperation, including timely access to traceability records and implementation of necessary corrective actions as instructed by the Seller or the Competent Authorities for Medical Devices.

15. Data Privacy

Contact information that the Buyer provides or that is received or generated during the relationship with the Buyer will be used by Seller in accordance with applicable data protection laws. Seller, and its delivery partners, will use this information to provide the products, and to improve the products and related services. For more details of how Ascensia Diabetes Care Holdings AG, as data controller, uses your personal data, and to exercise your rights, please contact the Data Protection Officer: dp_office@phchd.com.

16. Applicable Law, Place of Jurisdiction

16.1. Swiss law shall exclusively apply to the legal relationship between the Seller and the Buyer. The application of the provisions of the United Nations Convention on Contracts for the International Sales of Goods (Vienne Convention 1980, CISG) is expressly excluded.

16.2. All disputes arising from the present GTC or the underlying agreement or in connection thereof shall exclusively be subject to the competent courts of the canton Basel-City, Switzerland.

17. Severability

If any provision of these GTC is or becomes invalid, unlawful, or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic intent and purpose of the original provision.