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General Terms of sale

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Version applicable from 01/01/2026

ARTICLE 1 – Scope of application

These general terms of sale (hereinafter the “General Terms of Sale”) shall apply to all services provided by the company SALVECO, registered with the Trade and Companies Registry of Epinal under number 399 664 846 00033, whose registered office is located at Avenue Pierre Mendes France, ZA Hellieule IV, 88100 Saint-Dié des Vosges, FRANCE (hereinafter “SALVECO”) to all professional clients (hereinafter the “Client”), and concern all services that SALVECO provides and may provide (hereinafter the “Services”).

ARTICLE 2 – Enforceability

2.1 Client’s Acceptance. These General Terms of Sale supplement the special terms of sale, notably the quotation issued by SALVECO and signed by the Client (hereinafter the “Special Terms and Conditions”).The signing of the Special Terms and Conditions of sale constitutes the conclusion of the sale, the Client’s unreserved acceptance of the Special Terms and Conditions, and adherence to these General Terms of Sale, which are sent free of charge by email or post upon simple request. The Client declares and acknowledges having full knowledge of them, and consequently waives the right to rely on any contradictory document, including their own general terms of purchase. The General Terms of Sale and the Special Terms and Conditions accepted form the contract between SALVECO and the Client (hereinafter the “Contract”). The General Terms of Sale constitute an essential element of SALVECO’s offer to contract. SALVECO reserves the right to adapt or modify the General Terms of Sale at any time and without prior notice. However, the General Terms of Sale applicable to the Service provision shall be those in force at the time the Special Terms and Conditions are signed. 2.2 Non-Waiver. The fact that SALVECO does not take advantage at a given time of one of the clauses constituting these General Terms of Sale cannot be interpreted as a waiver of its right to take advantage at a later date of any of the said terms.

ARTICLE 3 – Conclusion of the Service provision

Any order placed by the Client implies the full, entire, and unreserved acceptance by the Client of these General Terms of Sale. To place an order, the Client must send the signed Special Terms and Conditions to SALVECO. The receipt by SALVECO of the Special Terms and Conditions signed by the Client renders the payment of the entire price corresponding to the Service provision due.

ARTICLE 4 – Pricing and Payment

4.1 Pricing. The Services are provided by SALVECO at the price indicated in the Special Terms and Conditions. The remuneration due is invoiced in Euro (€), is always exclusive of taxes, and is subject to VAT at the rate in force on the day the order is placed, according to the nature of the Services, as specified in the Special Terms and Conditions. Any change in the VAT rate may be passed on to the Client. 4.2 Price Revision. SALVECO reserves the right to modify its prices at any time before the Special Terms and Conditions are signed. The applicable price is the one indicated on the Special Terms and Conditions signed by the Client. 4.3 Discount. No discount will be granted in the event of early payment. 4.4 Payment Terms. An invoice is issued for each Service provision according to the terms specified in the Special Terms and Conditions. The invoice is payable in Euro (€), by cheque or bank transfer, no later than fifteen (15) days from the invoice issuance date. A deposit on the price of the Services may be required when the Special Terms and Conditions are signed, if SALVECO deems it necessary. SALVECO will not be obliged to proceed with the Service provision ordered by the Client if the latter does not pay the price in accordance with the conditions and according to the terms indicated above. 4.5 Late Payment. In accordance with Article L. 441-10 of the French Commercial Code (II), in the event of late payment and transfer of the sums due by the Client beyond the deadline set above, and after the payment date indicated on the invoice addressed to the latter, late payment penalties equal to three (3) times the legal interest rate in force on the date of the conclusion of the Contract will be applied as from the invoice due date. These penalties are automatically and legally acquired by SALVECO, without any formality or prior notice, and without prejudice to any other action that SALVECO may be entitled to bring against the Client in this respect. A fixed indemnity for recovery costs amounting to forty (40) euros will also be automatically due, without prior notification to the Client (Decree No. 2012-1115 of 2 October 2012). SALVECO reserves the right to ask the Client for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents. In the event of non-compliance by the Client with the payment conditions indicated above and on the issued invoice, SALVECO also reserves the right to suspend or cancel any pending Contract with the Client.  4.6 Unforeseeability. In accordance with the provisions of Article 1195 of the French Civil Code, in the event of the occurrence of an unforeseeable change in circumstances or an external event beyond the control of the parties compromising the balance and general economy of the Contract to the extent of making its execution detrimental to SALVECO, the parties will negotiate in good faith the corresponding modification of the Contract. The following events constitute an unforeseeable change in circumstances allowing for the renegotiation of the Contract: variation in tax or labour legislation, modification of the regulation applicable to the ordered Service, etc. The parties agree that the renegotiation process will be conducted in accordance with the principles of reasoned negotiation and the collaborative approach developed as amicable dispute resolution methods. In the event of failure of the renegotiation, the parties undertake to resort to mediation before any referral to a judge, according to the terms defined in Article 15.3.

ARTICLE 5 – Execution of Service provision

5.1 Execution. SALVECO reserves the right to condition the execution of the Service provisions on the receipt of the corresponding full payment. SALVECO reserves the right to refuse an order if a dispute relating to the payment of a previous order is pending, or if the Client has not provided the information, documents, or elements necessary for SALVECO to properly execute a Service provision. SALVECO reserves the right to cancel, suspend, or postpone the Service provision, particularly when the Client does not respect their contractual commitments. 5.2 Duration and place of provision. The duration of the Service provisions is fixed in the Special Terms and Conditions agreed between SALVECO and the Client. The Service provisions will be carried out on SALVECO’s premises or in the places indicated in the Special Terms and Conditions.

ARTICLE 6 – Intellectual Property

6.1 SALVECO’s Property Rights. The name SALVECO and its logo are signs protected as a trademark. The Client is therefore prohibited from using these elements, as well as any trademark or distinctive sign belonging to SALVECO, without its prior written and express authorisation. All technical knowledge, technologies, methods, methodologies, plans, strategies, processes, data, documents, know-how, and other information and materials, and other Information in any form whatsoever, and all intellectual property rights related thereto, which (i) existed prior to the Contract, (ii) are made available to the Client by SALVECO, (iii) are used by SALVECO and/or (iv) are developed or generated by SALVECO for the performance of the Services (the “SALVECO’s Own Knowledge”) will remain its exclusive property, and the Client may not claim any right of any kind over this SALVECO’s Own Knowledge. SALVECO will be free to exploit its Own Knowledge and to file any industrial property titles thereon. The formulas of the products developed by SALVECO are the property of SALVECO, and the Client undertakes not to manufacture or have manufactured for resale and/or sell identical or similar products unless with SALVECO’s prior written agreement. In a general manner, the Client undertakes to respect all intellectual property rights, know-how, and trade secrets of SALVECO, and all other rights held by SALVECO. The Client undertakes not to disclose to third parties business, manufacturing, and company secrets that have been revealed to them or of which they became aware within the framework of the execution of the Contract. 6.2 Client’s Property Rights. All technical knowledge, technologies, methods, methodologies, plans, strategies, processes, data, know-how, and other information and materials, in any form whatsoever, and all intellectual property rights related thereto that could be communicated by the Client to SALVECO in the context of the Service provision will remain the exclusive property of the Client. 6.3 Warranty in case of counterfeiting. The Client guarantees that, at the time the Contract is concluded, the content of the studies and the specifications and their implementation conditions do not use the intellectual property rights or know-how held by a third party. The Client guarantees that they can freely dispose of them without contravening a contractual or legal obligation. The Client guarantees SALVECO against the direct or indirect consequences of any civil or criminal liability action resulting notably from an action for counterfeiting or unfair competition.

ARTICLE 7 – Obligations

7.1 SALVECO’s obligations. The Service provisions offered by SALVECO impose an obligation of means (obligation de moyen). SALVECO undertakes to implement all its skill, care, and diligence to fulfil all its obligations in compliance with (i) the terms of these General Terms of Sale and the Special Terms and Conditions, (ii) the rules and standards accepted in the profession, and in accordance with the legal and regulatory provisions in force. SALVECO undertakes in particular to provide all adequate human resources and to take all necessary care for the execution of the Service provision. The service is carried out on the basis of the information and documents transmitted by the Client. SALVECO declines all responsibility in the event of omission, insufficiency, inaccuracy, or error concerning the said information and documents. 7.2 Client’s obligations. The Client undertakes to respect all the commitments and obligations arising from the Contract, notably, they undertake to pay the price in compliance with the payment terms fixed in these General Terms of Sale and in the signed Special Terms and Conditions. The Client also undertakes to provide SALVECO with all the necessary means for the execution of the Service provision, notably all useful information and documents. 

ARTICLE 8 – SALVECO’s liabilities

8.1 Liabilities. Given the obligation of means incumbent on SALVECO, its liability can only be engaged if proof of its fault is provided. SALVECO cannot be held responsible for the misuse of information by the Client, or for the conformity and suitability of the Services to the Client’s needs. SALVECO cannot, under any circumstances, have its liability engaged when the delay, poor execution, or non-execution of the Contract is attributable to the Client or a third party, or if it is the result of a case of Force Majeure. In these cases, SALVECO may keep the sums paid up to the amount of expenses already incurred under the Service provision. The balance will be returned to the Client, but no indemnity will be due as damages. 8.2 Regulatory assistance. SALVECO undertakes to provide its regulatory assistance within the framework of the conformity of the products marketed by the Client with the legal and regulatory provisions in force in France and the territory of the European Union, only according to the scope defined by the Special Terms and Conditions of the Service provision. Within the framework of this mission, SALVECO may, in case of non-compliance with its warnings and recommendations by the Client, immediately terminate all its Service provisions, by simple email. The Client must carry out all necessary steps and formalities for the import and/or export of their products and, in particular, submit to customs formalities, obtain any import and resale licence, any authorisation or document required by the public authorities of the country concerned, without possible recourse against SALVECO. The Client must check the laws and regulations applicable in the importing and/or exporting country to ensure the conformity of their products with the applicable regulations. The Client undertakes to respect and, in the event of resale, to ensure that their customers respect all applicable regulations on the territory of commercialisation of the products, particularly concerning traceability, information on risks, and precautions to be observed for the use of the products. The Client must take note of, and in the event of resale, bring to the attention of the customers, the conditions of use and precautions for use of the products, and ensure the implementation of a product traceability procedure (notably collection of customers’ contact details and batch numbers). In this context, SALVECO is in no way responsible for the misuse of the products, the translation of the labelling and instructions, or the non-compliance with the instructions, this list not being exhaustive. 8.3 Formulation. SALVECO undertakes to implement the necessary means for the successful completion of the formulation projects, to the best of its knowledge and expertise in accordance with the Special Terms and Conditions of the Service provision and the specifications established by the parties. SALVECO cannot guarantee the conformity of the formulas and pilot batches provided with the regulations applicable to the formulation, composition, manufacture, and commercialisation of products in non-EU territories. The Client acknowledges that formulation is an experimental development that gives rise to unique situations where the results of the validation steps (stability, tolerance, etc.) may not be compliant with the initial realisation. If one of the tests has to be relaunched, the Client will bear the costs of the complementary tests. SALVECO guarantees the regulatory conformity of the raw materials and ingredients selected for the formulation within the strict limit of the information and restrictions stated in the product sheets established by the suppliers of the raw materials and other ingredients included in the pilot formulas validated by the Client. The product formulations developed by SALVECO will remain the property of SALVECO. SALVECO’s liability towards the Client is strictly limited to compliance with the Client’s formulation specifications stipulated in the Special Terms and Conditions of the Service provision and/or the specifications, excluding any liability of any nature whatsoever relating to the production phase. The Client is able, by virtue of their professional competence in their speciality and depending on the industrial means of production at their disposal, to precisely define their request based on their own industrial data or those of their customers. Furthermore, the Client remains, in their capacity as the party responsible for placing the finished products on the market, responsible for their conformity and safety towards consumers and national and European product surveillance authorities. SALVECO’s liability is excluded: – for defects and non-conformities with the state-of-the-art rules applicable to any technical test entrusted to external service providers; – for defects, hazards, and shortages arising from raw materials and packaging supplied by the Client; – for defects resulting from a design carried out by the Client; – for any failure relating to labelling, claimed allegations and certifications, or other information elements communicated to the consumer on the products; – for defects or any other failure relating to the packaging of the products; – in the event of abnormal or atypical use or use non-compliant with the product’s intended purpose, the state of the art, or SALVECO’s recommendations, particularly regarding compliance with the Regulation applicable to the products; – for defects resulting from the production process. 8.4 Limitation of liability. Should SALVECO’s liability be engaged, it is strictly limited to the reimbursement of only direct, personal, and certain material damages, which reimbursement cannot in any event exceed an amount capped at the price of the Service provision, the subject of the Contract. The Client can in no case claim compensation for indirect and/or intangible damages such as, in particular, operating loss, loss of profit, loss of data, commercial damage, or loss of opportunity.

ARTICLE 9 – End of the Contract – Termination Clause

In the event of total or partial non-performance of its obligations by the Client, SALVECO may terminate the Contract with immediate effect, thirty (30) calendar days after sending a formal notice by any means that has remained  unsuccessful. The termination of the Contract does not give rise to any refund or compensation to the benefit of the Client.

ARTICLE 10 – Force Majeure

SALVECO cannot be held responsible for the failure or delay in the execution of a Service provision when this failure or delay results from a case of force majeure understood in a broader sense than French case law (Articles 1218 and 1351 of the French Civil Code), such as: occurrence of a natural cataclysm; earthquake; storm; fire; flood; armed conflict; war; attack; epidemic or pandemic both nationally and internationally; a health or ecological crisis; labour dispute, total or partial strike at the supplier, service providers, carrier, etc.; imperative injunctions from public authorities; embargo, operational accident; or machine breakdown and explosion; act of prince (fait du prince). The Party invoking an event constituting force majeure must notify the other Party within eight (8) days following the occurrence of this event. Furthermore, it undertakes to deploy its best efforts to limit the consequences of this event. If the force majeure event continues beyond three (3) months, each party may terminate the Contract, without compensation, by notifying the other party by registered letter.

ARTICLE 11 – Confidentiality

11.1 Definition of Confidential Information. “Confidential Information” means all information, whether technical, commercial, financial, or otherwise, transmitted by SALVECO to the Client within the framework of the Contract and the Service provision, regardless of the medium (oral, written, digital, etc.). 11.2 Obligation of Confidentiality. The Client undertakes, for the entire duration of the Contract and the Service provision, and for a period of 5 years after its end, to keep all Confidential Information strictly confidential. The Client undertakes not to disclose this Confidential Information to third parties without the prior written consent of SALVECO, nor to use it for purposes other than the execution of the Contract. The results of the Services provided by SALVECO on behalf of the Client are strictly confidential and cannot be disseminated without prior written agreement. 11.3 Exceptions. The obligation of confidentiality does not apply to information: – which is already in the public domain at the time of its disclosure or which becomes so without this being due to a fault of the Client; – which the Client can prove they already knew before its disclosure by SALVECO; – which was legally obtained from a third party without an obligation of confidentiality; – the disclosure of which is required by law or by a court decision or a competent administrative authority. 11.4 Responsibility in Case of Breach. In the event of a breach by the Client of their confidentiality obligation, SALVECO reserves the right to initiate any legal action and to claim damages for the prejudice suffered.

ARTICLE 12 – Personal Data

Within the framework of their contractual relations, the parties undertake to comply with the regulations in force applicable to the processing of personal data, and in particular, the General Data Protection Regulation 2016/679 of 27 April 2016 and the French law 78-17 of 6 January 1978 as amended. SALVECO may be required to collect and store personal information relating to its Clients in its computer files, to the strict extent that such storage is necessary for the processing of the current or subsequent Service provisions and for the management of the customer relationship, and in any event for a maximum period of three (3) years after the last relationship with the Client. In accordance with the amended data protection law of 6 January 1978, the Client has a right of access to and rectification of personal data concerning them, by writing to our company. The Client may also, for legitimate reasons, object to the processing of data concerning them.

ARTICLE 13 – Insurance

The Parties undertake to take out, at their own expense, the necessary insurance guarantees to cover the liabilities they incur due to the execution of this Contract. As such, the Client undertakes to take out insurance covering any damage that may be suffered, wherever it may occur.

ARTICLE 14 – Ethics

The Client undertakes to comply with the laws, directives, and regulations relating to their activities and their professional environment, particularly concerning competition law, the fight against money laundering and conflicts of interest. The Client, its affiliated companies, their officers, representatives, employees, or agents undertake to comply with all applicable regulations concerning the fight against corruption, against bribes and extortions, notably the UK Bribery Act 2010, the US Foreign Practices Act, the Sapin II law, and the OECD Anti-Bribery Convention. ARTICLE 15 – Applicable Law, Disputes, Language of the Contract 15.1 Applicable Law. These General Terms of Sale and the Service provisions arising therefrom are governed by French law, with the exclusion of all conflict of law rules or others that may lead to the application of any provisions other than French law.  15.2 Indivisibility of clauses. If one of the clauses of these General Terms of Sale were to be cancelled or declared illegal, this nullity or illegality will not affect the other clauses and provisions, which will continue to apply. 15.3 Prior Mediation. Disputes that may arise concerning the validity, interpretation, execution, or non-execution of these General Terms of Sale will be first submitted to mediation, the parties choosing to refer in case of difficulty to the Centre de médiation Aix Med, located at 33 rue Emeric David, 12100 Aix en Provence, or any other independent mediator. During the mediation period, the parties are prohibited from initiating any legal action against each other for any dispute arising from the interpretation or execution of this General Terms of Sale. However, exceptionally, even during the mediation period, the parties may apply to the court for investigative measures based on Article 145 of the French Code of Civil Procedure. In no case is the mediator entrusted with an arbitration mission. They will carry out their mission with independence, impartiality, neutrality, and goodwill in accordance. Pursuant to Article 21-3 of Law No. 95-125 of 8 February 1995, the parties have decided to submit the mediation to the principle of confidentiality. Mediation costs will be borne, by default, equally by each of the parties, or, if they wish, according to another distribution which they will agree upon in writing. The parties agree that the mediation will be terminated either: – by the conclusion of a mediation agreement subject to the provisions of Articles 1103 et seq. of the Civil Code; – by the cessation of the mediation process at the initiative of one or the other of the parties and/or the mediator; – by the lack of agreement between the parties on the resolution of their dispute recorded by the mediator. 15.4 Competent Court. In the event of failure of the amicable process described above, any dispute to which these General Terms of Sale may give rise, concerning their validity, interpretation, execution, and termination, will be submitted to the jurisdiction of the competent Court of Epinal (88000), which will be the sole body authorised to decide the dispute. For this purpose, SALVECO elects domicile at Avenue Pierre Mendès-France, Zone d’Hellieule 4, SAINT-DIE DES VOSGES (88100), FRANCE. 15.5 Language. The General Terms of Sale are written in the French language. In the event that they are translated into one or more languages, only the French text shall prevail in case of dispute.