GENERAL TERMS AND CONDITIONS OF SALE APPLICABLE TO USERS (23/09/2024)

Conclusion of the Sales Contract

The company REMMA SAS (simplified joint-stock company), with a share capital of €12,067, headquartered at 7 Rue de Capri 75012 Paris, France, registered with the Paris Trade and Companies Register under number 953 816 436, represented by its president Mr. Alexandre EL HAROUCHY, provides users with the remma.fr platform, which connects purchasing users (buyers) and selling users (sellers) of second-hand medical equipment.

Remma is a service provider of information society services and not a seller of the equipment offered or an authorized distributor of any brand. Remma is not responsible for the equipment offered but only for the publishing of the standards of several guidelines to which users must adhere.

These General Terms and Conditions of Sale being subject to change, the selling user is subject to the version of the general terms and conditions of sale posted online at the time of making a sale. The different versions of the general terms and conditions of sale are accessible on the remma.fr website.

1) To create a user account:

See the Terms and Conditions of Use for the Website remma.fr.

To post an offer:

See the Terms and Conditions of Use for the Website remma.fr.

2) Equipment price:

The price of the equipment displayed on remma.fr is understood in Euros excluding VAT.

This price is based on the offer submitted by the Seller user for each piece of equipment.

Service prices : The prices of Remma's services (e.g., delivery, warranty, financing) are understood in Euros excluding VAT.

3) VAT treatment

Remma applies VAT in accordance with the applicable regulations, based on the location of both the Buyer and the Seller.

The information provided by user (place of residence, delivery location, and, if applicable, intra-community VAT number) determines the applicable VAT regime and rate for the Equipment and Services.

For intra-community transactions within the European Union, VAT is applied according to the intra-community VAT regime, subject to the validity of the Buyer's VAT number.

If there is no valid intra-community VAT number for the Buyer user, the VAT rate specific to consumers in the country of the Seller of the Equipment or Services is applied.

For extra-community (non-EU) transactions, VAT may be exempt in accordance with applicable export-related tax and customs regulations.

Each user is responsible for the accuracy of the information provided and for compliance with their tax obligations.

4) Payment method:

See the Terms and Conditions of Use for the Website remma.fr.

If the Buyer user selects a Financing Service, the financing terms are agreed upon in the Financing Agreement.

5) Product condition:

The Seller user is responsible for ensuring that equipment they offer for sale on the remma.fr website complies with the Product Condition Guidelines.

Upon familiarization with the requirements outlined in the Product Condition Guidelines, the Seller determines the category that best corresponds to the equipment they list on remma.fr. The Seller user also has the option to upload a maintenance log or a test report if the equipment they are offering for sale has been tested using specialized testing equipment.

6) Equipment availability:

The Seller user is responsible for the availability of the equipment they offer for sale on remma.fr and for updating their inventory. In case of unavailability of the equipment offered on the remma.fr website, the Seller informs Remma as soon as possible.

7) Estimate:

An Estimate is generated for informational purposes only and does not guarantee the availability of the equipment in the seller's stocks or the maintenance of the equipment price in the order.

8) Order reservation:

In the shopping cart, the Buyer user selects “Reserve”. Reserving an order implies acceptance of these Terms of Sale.

The order is reserved in the Seller's stocks for 48 business hours by paying the reservation option equal to 2% of the price of the equipment (excluding VAT).

A Reservation Confirmation is then issued.

• The Buyer has 48 business hours to "Validate the Purchase Order." The sale is deemed concluded for any confirmed order, and the Buyer is invited to pay the remaining amount due. The 2% of the price of the order (excluding VAT) corresponding to the reservation option is deducted from the remaining balance of the equipment.
• If, after 48 business hours, the Buyer has not validated their Purchase Order, their order is void. The Buyer is not entitled to any refund.

9) Order validation:

In their account, the Buyer selects "Validate the Purchase Order." Order validation implies acceptance of these Terms of Sale.

A Purchase Order is issued. The sale is deemed concluded for any validated order, and the Buyer is invited to pay for their validated order according to the following terms and conditions:

• 24 business hours - excluding financing service;
• 30 days - excluding financing service - for "Key Account" users.

10) Sale completion:

For any validated and paid order, the Buyer receives:

• an original electronic invoice corresponding to the equipment(s) ordered from the Seller user ("Invoice (equipment)");
• an original electronic invoice corresponding to the services sold by Remma ("Invoice (service").

11) Invoicing mandate:

The Seller user authorizes Remma to issue all electronic invoices, initial and/or rectified, on its behalf and for its account, issued as part of equipment orders placed on remma.fr for delivery to the Buyer user, in accordance with the provisions set out in Article 242 nonies of the French General Tax Code, Appendix II.

The electronic invoice issued by Remma on behalf of the Seller is transmitted to them as a second original.

Remma collects the amount of equipment sales made on behalf of the Seller in a dedicated escrow account.

Remma allocates the sales amount, minus its flat-rate commission, to the Seller user's wallet, which is directly accessible from their user account. The Seller can choose to withdraw all or part of the amount from their wallet at any time.

12) Remma's commission:

For each offer, the Seller inputs a Seller Price (excl. VAT), i.e. the amount they wish to receive for the sale of an equipment item, excluding any commission. Remma then automatically calculates the final Remma Price (excl. VAT), i.e. the final price displayed on remma.fr, by applying the following tiered commission structure:

This final price (Remma Price excl. VAT) is the only one displayed to the Buyer and appears on the product pages. It automatically includes Remma's fee.

Example :
Equipement price on Remma : €52,000 (excl. VAT)
Commission: (20% of 15,000) + (17.5% of 15,000) + (9% of 22,000) = 3,000 + 2,625 + 1,980 = €7,605 (excl. VAT)

The corresponding Seller Price excl. VAT is therefore:

€52,000 – €7,605 = €44,395 excl. VAT

The Seller may adjust their Seller Price excl. VAT at any time to change the displayed Remma Price.

13) Invoicing terms for the Seller user:

The Seller has access to:
• Invoices for equipment issued in their name and on their behalf by Remma,
• Invoices for Remma's commissions related to sales of equipment.

14) Provision of ordered equipment by the Seller user:

The Seller makes available all the equipment from the validated order within the deadlines indicated at the creation of the offer. Remma notifies the Seller of the date and collection modalities of the products from the order at their premises or at designated premises.

The Seller ensures the packaging and proper collection of the equipment from the order according to the Logistics Guidelines.

Remma notifies the Buyer user of the delivery information as soon as possible.

For orders delivered outside of Europe, equipment availability is managed under the EXW Incoterm (Ex Works): the Seller makes the packaged equipment available to the Buyer at their premises or another designated location. Transportation arrangements and pickup are the responsibility of the Buyer.

15) Transfer of ownership:

The transfer of ownership takes place upon receipt of the order by the Buyer or at the time of equipment pickup from the Seller’s premises in the case of EXW deliveries.

16) Transport risks:

Transport risks are borne by the Seller until the order is received by the Buyer. For orders outside of Europe under EXW terms, transport risks are borne by the Buyer from the time the equipment is made available by the Seller.

17) Order delivery:

The equipment offered for sale on remma.fr can be delivered within Europe.

The delivery price is indicated to the Buyer before order validation, provided that all necessary information, including the delivery address, has been provided.

The order is delivered to the delivery address indicated by the Buyer during the order placement.The delivery date depends on the type of equipment, the collection location, the delivery mode and location, and the equipment's location and cannot exceed 60 days from the payment date of the order, except under exceptional circumstances not attributable to Remma or the Seller.

For orders outside Europe, the equipment is made available by the Seller according to the EXW Incoterm (Ex Works) at the address provided by the Seller.

18) Order receipt:

Upon delivery of the equipment, the Buyer has 3 working days to confirm to Remma the receipt of the equipment in conformity; otherwise, it will be deemed accepted without reservation. In case of non-delivery of the order, the Buyer must notify the remma.fr platform via their personal account or directly at contact@remma.fr, specifying the order number.

For orders outside Europe, the 3 working days run from the date the equipment is collected from the Seller. In the event of non-conformity, the return of the equipment must be carried out by the Buyer to the same collection point.

Complaints : Upon reception of the equipment, the buying user checks its condition and is invited to take photos and videos of the package(s) received.

The buying user has the option to make three types of complaints:

• Packaging not as expected - damaged or opened (to be communicated immediately to Remma within 3 working days),
• Any damage related to transportation (damaged package, torn or opened packaging, missing product, or obviously damaged by transportation)- to be communicated immediately :
• To the carrier, on the delivery note, to specify the transportation damage and comply with the carrier's specific incident handling procedure,
• To Remma, regarding the delivery incident (contact@remma.fr), along with any declarations made to the carrier; failure to do so will result in the Buyer being deemed to have accepted the delivery without reservation.
• Any case of non-conformity of the equipment with the expected condition according to the Product Condition Guidelines within 3 working days from the reception of the order.

19) Management of After-Sales Service by Remma:

The Seller delegates to Remma all communication with the Buyer, including the management of after-sales service for the equipment sold on remma.fr. As such, complaints from Buyers – not covered by a warranty service - are handled by Remma, and remediation proposals are made by Remma.

A - In case of unavailability of the ordered equipment:

• Remma undertakes to offer the Buyer an alternative offer for the unavailable equipment.
• If the Buyer refuses the alternative offer, Remma issues a credit note or may proceed with canceling/refunding the order.
• If the Buyer accepts the alternative offer, a price adjustment may apply if necessary.
• If any equipment in an order containing multiple items is unavailable, the order will not be canceled in its entirety but only for the unavailable equipment.

B - In case of non-conformity of the equipment with the expected condition upon receipt:

• Remma may offer remediation to the buying user when possible.
• Remma may propose a compensation package to the Buyer, which is deducted from the selling price to be refunded to the Seller.
• Remma may offer the Buyer the cancellation and refund of the equipment order and the associated delivery service for the non-conforming equipment. The refund decision is binding on the Seller, who will bear the return costs of the equipment if necessary, or, in the case of a transaction outside Europe, must accept that the Buyer returns the equipment under EXW conditions to the collection point. The Buyer returns the defective equipment according to the packaging instructions of the Logistics Guidelines. Once the equipment is returned and received, the order is canceled, and the Buyer is refunded the amount of their order within 30 days by bank transfer to the account used for payment.

20) Liability exemption:

As a provider of information society services, Remma is not the seller of the equipment but merely hosts the offer. The Seller remains responsible towards the Buyer and Remma for the conformity of the equipment offered for sale with:

• The Product Condition Guidelines,
• The normal use that a Buyer may expect,
• The availability of the equipment,
• The ownership of intellectual and industrial property rights relating to the equipment offered for sale,
• Compliance with their legal, regulatory, and professional obligations.

The Seller indemnifies Remma against any claims from the equipment manufacturer. As healthcare professionals, users remain responsible for fulfilling mandatory formalities with regulatory bodies.

21) Applicable law:

These Terms of Sale are governed by French law.

22) Competent jurisdiction:

In the event of a dispute relating to the formation, conclusion, execution, interpretation, or validity of these Terms of Sale, the User may first request mediation by writing to the following address: mediation@remma.fr.

Furthermore, any dispute initiated:

• Against the Seller regarding the equipment sold must be brought before the competent jurisdiction of the 1/ residence of the Buyer at the time of the conclusion of the sales contract, 2/ effective delivery location of the equipment.
• Against Remma regarding the specific services offered must be brought before the competent courts of the jurisdiction of the Court of Appeal of Paris.

In case of discrepancy between the original version and its translation, the original French version shall prevail.

Annexes:

• Terms and Conditions of Use for the Remma.fr website
• Logistics Guidelines
• Product Conditions Guidelines
• Warranty Agreement
• Financing Agreement