B2C

Article 1: object

These General Terms and Conditions of Sale are intended to define the terms and conditions, in French, of the distance selling of the Products (hereinafter "the Products") presented on the site www.horus-epharma.fr (hereinafter the "Site") between:

- on the one hand, Horus Pharma, SAS (simplified joint-stock company) with a capital of 2,051,130.20 euros, which head office is located at SAINT LAURENT DU VAR (06700), 148 avenue Georges Guynemer Cap Var, and registered at the Trade and Companies Register of Antibes under the number B 445 317 043, CODE NAF 7219Z, intra-community VAT: FR 17 445 317 043 (hereinafter the "Seller").

The Seller's details are as follows:

Address:

Horus Pharma

148 avenue Georges Guynemer Cap Var

06700 saint Laurent of the Var

France

Phone number

04 93 19 54 05

Fax number:

04 93 19 54 05

E-mail adress 

Service.clients@horus-pharma.fr

The Seller's activity is the development and marketing of products dedicated to the health and comfort of the eye.

The Seller ensures the marketing of its products through the Site.

- on the other hand, any non-professional natural person residing in Metropolitan France, Corsica, or Monaco, having the legal age majority and the full legal capacity to conclude a sales contract, visiting and / or making a purchase on the website www.horus-epharma.fr (hereinafter "the Customer"),

The Seller and the Customer being hereinafter referred to collectively as the Parties (hereinafter "the Parties").

In addition, these General Conditions of Sale define the terms and conditions of the sale by the Seller to the Customer browsing the Site of the products offered on the Site (hereinafter the Product / s). Purchases of Products for resale are strictly prohibited.

Any order placed on the site www.horus-epharma.fr implies full and complete acceptance of these General Conditions of Sale by the Customer, with the exception of all others, and express adhesion to them. It is stated that the Seller reserves the right to adapt these Terms and Conditions of Sale or to modify them at any time. In this case, the parties will apply the General Terms and Conditions of Sale in force on the date of the order placed by the Customer.

Article 2 - Generalities and Terminologies

DEFINITIONS:

Products: All products offered by the Seller on his Site.

Site: The Seller's website accessible at www.horus-epharma.fr.

Member(s): Any internet user having entered personal data on the registration form on the Site and having after receiving a confirmation email definitively validating his HORUS PHARMA account.

Customer (s): Effective customer of goods or services offered by the Seller.

The Seller's General Terms and Conditions define the rights and obligations of the parties in connection with the Seller's sale of Products to the Members of the Website. www.horus-epharma.fr.

The Member declares to have read and accepted the rights and obligations relating thereto.

The Seller's General Terms and Conditions define the rights and obligations of the Parties in connection with the Seller’s sale of Products by the Seller to the Members of the Website. www.horus-epharma.fr (hereinafter referred to as “the Site ").

The Member declares to have read and accepted the rights and obligations relating thereto.

Article 3 - Products

The information on the essential characteristics of the Products and their prices are available in a visible and comprehensible manner within each Product file appearing on the Site. The Customer declares to have read it before placing an order.

The Seller warrants the detailed description of the Products presented. The photo associated with the description is not contractual.

The Seller's business is highly regulated and controlled by the National Agency for the Safety of Medicines and Health Products (Agence nationale de sécurité du médicament et des produits de santé). The regulations limit and regulate the communication regarding health or use of the Seller's Products.

This Site is not intended to provide, in any way, advice on health or pharmacy, or consultations in these areas. Any information in this regard should be requested from a doctor or pharmacist. Therefore, the Member or the Client acknowledges to be fully informed that the information contained on the Site is not intended, in any way whatsoever, to:

- Give medical advice;

- provide a diagnosis;

- Replace the consultation, advice or recommendations of a health professional.

Products offered for sale are photographed, described and presented as accurately as possible. However, the differences that may exist between the Products and their photographs, especially in terms of colors, cannot constitute grounds for cancellation of the sales contract nor engage in any way the responsibility of the Seller.

It is stated that the photographs illustrating the Products have no contractual value.

The purchase of Products on the Site for resale is strictly prohibited.

Article 4 - Access and Administration of the Site (Host)

The telecommunication costs inherent in accessing the Site remain the sole responsibility of the Customer.

The Seller reserves the right to terminate, modify, suspend, restrict or discontinue access to all or part of its sites, content, features or hours of availability, without notice.

Direct and permanent storage for the provision of the site to the public is provided by Alloga company.

Article 5 - Intellectual Property

Copyright and Secondary Rights:

The Seller owns the rights to the texts, the general architecture, the animated images or not, the graphics and the sounds of the Site.

In accordance with the Code of Intellectual Property, any representation or reproduction in whole or in part made without the consent of the Seller is unlawful. It is the same for translation, adaptation or transformation, arrangement or reproduction by any art or process.

The violation of the provisions of Article L122-4 of the Code of Intellectual Property constitutes an infringement within the meaning of Article L335-2 of the Code of Intellectual Property, which constitutes an offense punishable by 3 years imprisonment and 300 000 euros fine. The content of the Site, including text and images, is protected by copyright and other intellectual property rights and, unless otherwise indicated, may not be used, modified, transmitted or reused without prior written permission. from the seller.

The Member or the Customer agrees to report to the Seller without delay any case of fraud and / or unauthorized access of which he becomes aware. Similarly, all visual elements, whether or not registered as trademarks or otherwise, whether or not accompanied by acronyms, ®, or ©, as well as the presentation and content of all the articles, press reviews, and more generally any information appearing on the sites is the exclusive property of the Seller or third parties with which the latter has concluded agreements by allowing the diffusion.

Any use of the data or information coming from the Site must obligatorily mention the Seller as a source of information and is imperatively subordinated to the prior obtaining of a formal written authorization of the Seller.

The Customer who has a website for personal use and who wishes to place, for personal use, on its website a link directly to the Homepage of the Seller's site, must obligatorily request the Seller's permission. In any case, this said link cannot be understood as an implicit agreement.

Any unauthorized link must be removed upon request of the Seller, the latter reserving the right to introduce any procedure he deems necessary.

Brands:

The Seller's names and logos are registered and protected trademarks. Any use of the name and / or logo of the Seller or its products requires prior written permission of the Seller. In the absence of such authorization, the Member is liable to criminal prosecution. The reproduction, imitation, use, affixing, deletion or modification of a trademark constitutes an infringement punishable by 3 years of imprisonment and a fine of 300,000 euros.

The brands of Products, trade names and logos, designs and, more generally, all copyrights and industrial and intellectual property rights belonging to the Seller or its affiliates or of which the Seller or its affiliates have the rights of use (collectively the "Trademarks") appearing on this Site are Trademarks of the Seller and / or companies of the HORUS Group. No mention in the Site shall be construed as conferring, implicitly or otherwise, any assignment, license or right to use any Trademarks appearing in the Site without the prior written permission of the Seller or any third party holder of such Trademarks commercial.

Nothing in these General Terms and Conditions of Sale shall be construed as granting the Customer or the Member any right of any kind whatsoever over the elements protected by intellectual property, which the Seller may own or use. The Seller shall use all legal means to ensure the protection of its intellectual and / or industrial property rights, including any civil and / or criminal prosecution.

Article 6 - Product prices

Article 6.1: The prices

The prices of the Products are those indicated in Euros All Taxes Included on the Site on the day of the placing of the order. They take into account the VAT at the rate in force in France on the day of the order as well as the discounts consecutive to any promotional operations in progress (promotions ...).

They are guaranteed subject to a manifest error of typography or printing. These prices do not include any flat rate contribution to the shipping costs in force on the day of the order.

The price including all taxes of each product is indicated in the corresponding product sheet. The shipping costs of the Member's order will be indicated before the final validation of the latter. They are 6.60 € when the cart amount is lower than 34.90 €, and free if the order exceeds 34.90 €. Once the order has been validated, prices and fees will remain accessible in the "My Account" section, "Track my order" tab of the Website.

The Seller reserves the right to change prices at any time. However, the products will be billed based on the rates in effect at the time of order registration.

Non-compliance by the Customer with the obligations subscribed under these General Terms and Conditions of Sale, and in particular with regard to any incident of payment of the price of an order may result in the suspension of access to the service of www.horus-epharma.fr or even the termination of his Member Account depending on the degree of severity of the acts in question, without prejudice to any damages that may be requested by the Seller. Accordingly, the Seller reserves the right to refuse any order from a Member with whom such a dispute exists.

Article 6.2 Discount on prices:

Discounts will be applied to the Member's cart according to the amount of the cart:

- 5% discount for a cart amount between 49 € and 74.99 €,

- 10% discount for a cart amount between 75 € and 94.99 €,

- 15% discount for a cart amount above than 95 €,

- 20% discount for a cart amount above than 140 €.

Article 7 - Order

Article 7.1: Terms of orders

a / Customer Identification

Any new Customer must, prior to his order or during his order, identify himself and fill out a form containing the following mandatory information: title, surname, first name, postal address, email address, phone (landline or mobile), personal password. This information will be available to the Customer in the "My Account" section and will enable him, during subsequent orders, not to have to fill in again the identification information necessary for placing an order.

No order can be validated if the Customer has not previously completed all the mandatory fields of the identification form or if the Customer has not authenticated through his existing account.

b / Establishment and validation of orders

Members have the possibility to order on the internet with www.horus-epharma.fr. The Customer interested in one or more Product (s) presented on the Site must follow the following process in order to establish his order online: (i) Addition of the selected Product (s) to the cart. Access to the cart is possible at any time until payment, (ii) Identification of the Customer if he has not previously created a customer account or connection of the Customer to his account, (iii) Choice of the method of delivery after the Customer has been aware of the corresponding shipping costs, ( iv) Choice of the method of payment and acceptance of these Terms and Conditions after having read them.

c / Order confirmation

The Member warrants that he is fully entitled to use the payment card for the payment of his order and that these means of payment give access to sufficient funds to cover all the costs resulting from the use of the payment services. www.horus-epharma.fr.

By clicking on the button "Order and pay" during the ordering process, and after having verified the contents of the order in its "Cart” , and if necessary, having modified it, the Member declares to accept fully and without reserve all of these General Terms and Conditions of Sale.

After having confirmed the contents of his order, the Member will validate it definitively by the payment. The order will be final only after the payment of the corresponding price.

Upon payment, whatever the mode, the Seller will systematically confirm the support of the order of each Member directly on the web page after validation of payment.

An e-mail containing the invoice paid for the purchases made will be sent to the Customer once the payment has been confirmed. Only this last email triggers the preparation of the order at the Seller.

It is therefore specified that the order will not be validated in the event of partial or total non-payment by the Customer. In addition, the Seller reserves the right not to deliver the order in the event of an ongoing dispute between the Parties relating to one or more previous orders.

Article 7.2: Tracking and archiving the order

The Customer will be able to consult the summary as well as the follow-up of his order at any time, by connecting on the Site, heading "My Account / Order History".

The invoice, once issued, will also be available under this heading.

Article 8 - Payment of the order

The Seller has put in place the necessary technical means to secure orders and payments made on its Site (see Article 7).

The payment of the Products is made, as previously stated, at the time of the validation of the order by the Customer.

It is done exclusively:

(i) by credit card (Visa or Mastercard). The bank account corresponding to the card used for payment is then debited immediately.

(ii) by Paypal account in accordance with the general terms and conditions of use available via this link: ttps: //www.paypal.com/en/webapps/mpp/ua/useragreement-full.

(iii) by bank check made out to Horus Pharma and sent by post to 148 avenue Georges Guynemer Cap Var 06700 Saint Laurent du Var, France.

Article 9 - Securing payments

Article 9.1: Transmission of information when paying by credit card

The Customer is invited at the end of the order to indicate his card number, the date of validity and the last three digits on the back of it. Different accesses to authorization distributors are then made to verify the data to prevent abuse and fraud. For this, the server is in encrypted mode and all the information conveyed is encoded. None of this data is transmitted visibly over the Internet.

In any case, the online supply of his card number and the final validation of his order will be proof of the validation of the order by the Customer and the payability of the sums due in execution of said order.

This validation is worth signature and express acceptance of all the operations carried out on the Site.

Article 9.2: Security and control devices

To ensure secure payments, the Site uses BNP Paribas secure payment service. This service integrates the SSL security protocol, version 3.

The confidential data (the 16-digit bank card number and the expiry date) are transmitted directly encrypted on the BNP Paribas server without passing on the physical media of the Seller's server.

When the order is validated, the payment request is sent in real time to the BNP Paribas secure payment manager. The latter sends a request for authorization to the bank card network. The electronic payment manager issues an electronic certificate.

The Seller controls all orders that have been validated on the Site by the Customer. These controls aim at protecting the Seller and his Customers from abusive practices operated by fraudsters.

For an order that has a delivery address different from the billing address, Seller's services may be required to contact the two persons mentioned; namely, the person attached to the billing address and the person indicated for the delivery address.

As part of these procedures, the Seller's services may be required to ask the Customer for all the documents necessary to release his order: proof of residence and debit in his name, but also proof of address in the name of the person indicated for the delivery address, etc. These requests are made by email and / or telephone. In the absence of a response from the Customer within 2 working days from the request for additional information, the Seller, unable to validly honor the order, may cancel the order.

The information provided in the order form is notably subject to automated data processing. This automated data processing is intended to define a level of analysis of a transaction and the fight against credit card fraud.

The erroneous transmission of data by the Customer on the order form prevents the execution and analysis of his order.

The occurrence of an outstanding payment due to the fraudulent use of a credit card will result in the registration of the person whose details appear on the purchase order associated with the outstanding payment to an incident payment file. An unlawful declaration or an anomaly may also be the subject of a specific treatment.

Article 10 - Availability of Products and Services

Only Products presented on the Site on the day of Customer's order are available for sale via the internet and may be the subject of a purchase.

However, if the Purchased Product becomes unavailable, temporarily or permanently, after the validation of the order, the Seller agrees to inform the Customer within 72 (seventy-two) business hours from the validation of the constituent elements of the order.

The Seller will then refund the product as follows:

- If the Product becoming unavailable was the only constituent of the order, the Seller will refund to the Customer the entire order, including shipping costs.

- If the Product becoming unavailable represented only a part of the Products ordered, the Seller will refund to the Customer the price of the Product becoming unavailable, excluding shipping costs, if applicable, given the lump-sum nature of these costs.

The refund of the concerned amount will be made, within a period of 30 days from the payment of the sums paid, according to the payment method chosen by the Customer at the time of the validation of the payment by credit (i) of the bank account corresponding to the credit card used for payment, (ii) or the Paypal account according to Paypal terms and conditions of use.

Article 11 - Right of withdrawal

The Customer has a legal period of fourteen (14) days to retract without giving any reasons.

To do so, it is sufficient for him/her to transmit his/her communication relating to the exercise of the right of withdrawal before the expiry of the fourteen (14) day period after the day on which the latter or a third party designated by him other than the carrier, takes physically possessing the Product (s). 

To exercise the right of withdrawal, the Customer must, as desired, notify his decision to retract:

• by means of the withdrawal form available in the appendix of these General Terms and Conditions of Sale and in "My Account" section, then "Make a return";
• by means of an unambiguous statement.

The Customer must send back or return the goods, in new condition in their original packaging, intact, taking into account the properties of the product without excessive delay and, in any case, no later than fourteen days after having communicated his/her decision of retraction. This period is considered respected if the property is returned before the expiry of the withdrawal period of fourteen days.

While doing so and although this is not mandatory, the Seller recommends that the Customer, within the withdrawal period, complete the form, print it and insert it into the Product return parcel.

The Seller also recommends the Customer to use a parcel tracking service. In case of dispute, proof of shipment may be requested from the customer.

Requests for retraction and returns of Products should be sent to:

Horus Pharma

148 avenue Georges Guynemer Cap Var

06700 saint Laurent of the Var

France

or by e-mail to the following address: Service.clients@horus-pharma.fr

The Customer shall bear the direct costs of returning the goods. In the unlikely case that any Product, because of its nature, cannot normally be sent by post, the Seller will inform the Customer of the cost of returning the goods prior to the order.

It is understood that the Customer must return the product in the new condition in its original packaging, intact, taking into account the properties of the product, and it cannot under any circumstances be opened, tested or used. In addition, the Product must be accompanied by any accessories, instructions for use and documentation.

The responsibility of the Customer to be engaged with respect to the depreciation of the good resulting from manipulations other than those necessary to establish the nature, the characteristics and the good functioning of this good.

In the event of withdrawal, the Seller will refund all payments received from the Customer, including delivery charges (with the exception of additional charges arising from the fact that the Customer has chosen, if applicable, a delivery method other than the standard mode of delivery less expensive offered) without undue delay and, in any case, no later than FOURTEEN (14) days from the day on which it is informed of the Customer's withdrawal decision.

However, the Seller may defer the refund until he has received the goods or until the Customer has provided proof of shipment of the goods, the date chosen being the date of the first of these facts.

The Seller will refund using the same means of payment that the Client used for the initial transaction (credit on the Member's bank account), unless the Customer expressly agrees to be delivered goods of  equivalent quality and price;

In any case, this refund will not incur any costs for the Customer.

Article 12 - Delivery

Article 12.1: Delivery methods

The Products ordered will be delivered by "Chronopost" to the address entered during the placing of the order.

Article 12.2: Delivery time from the handling of the parcel by the carrier

The delivery is done by the "Chronopost" service whose normal delivery time is 2 working days, except in case of force majeure.

The attention of the Customer is drawn to the following facts;

- any order placed by the Customer on Friday, Saturday or Sunday will not be processed by the Seller until the following Monday;

- The time indicated above runs from the parcel handling by the carrier.

- Orders placed by the Customer on a holiday will be processed the next working day.

The Customer is invited to consult regularly the follow-up of his order under the heading "My account", "My order", and in case of prolonged delay of the delivery, the Customer is invited to get in touch as soon as possible with the Seller's Customer Service indicating the constituent elements and references of the order.

Delivery is made in mainland France, Corsica and Monaco. The time indicated in the "Delivery" section is the usual average time and corresponds to the shipping preparation processing time (on average 24 hours) plus the delivery time (on average 48h).

Article 13 - Guarantees

13.1 The Seller's Customer Service Guaranteeing Product Conformance

The Seller declares that he is able to sell on the Site all the Products posted which he holds the entire property.

The Seller is held liable to the defects of conformity of the good with the contract under the conditions of the article L. 211-4 and following of the code of the consumption and the hidden defects of the thing sold under the conditions provided in articles 1641 and following of the code civil.

All claims under the legal warranty of conformity and under the warranty of defects of the thing sold, can be made to the customer service of the Seller at the following address:

Address :

Horus Pharma

148 avenue Georges Guynemer Cap Var

06700 Saint Laurent of the Var

LA FRANCE

For any request, it will be necessary to attach a description as accurate as possible about the problem encountered by completing the form in the "My Account", "Make a return".

13.2 Legal guarantee of conformity

The Seller reminds that when acting as a legal guarantee of conformity, the Customer:

- benefits from a period of two years from delivery of the property for action;

- may choose between repairing or replacing the goods, subject to the cost conditions provided for in Article L. 211-9 of the Consumer Code;

-is exempted from reporting proof of the lack of conformity of property during the twenty-four (24) months following the delivery of the property.;

- the legal guarantee of conformity applies regardless of the commercial guarantee that may be granted.

All reservations that the Customer intends to make on the condition of the delivered Products (nonconformity, manufacturing defect, transport damage, etc ...) must be mentioned on the delivery note. In the absence of mention on the delivery note, the Seller can demonstrate that the lack of conformity did not exist at the time of the sale.

The guarantee is excluded for any deterioration coming from causes that are foreign to the intrinsic qualities of the Products, such as those resulting from an abnormal use (load, humidity or excessive heating, etc ...) or because of the Customer (transportation).

The guarantee is also excluded because of the defects that the Customer knew and that he could not ignore when he contracted.

13.3 Legal guarantee of hidden defects

The Customer may decide to implement the guarantee against hidden defects of the thing sold within the scope of Article 1641 of the Civil Code and that in this case, he may choose between the cancellation of the sale or a reduction in the selling price in accordance with Article 1644 of the Civil Code.

In accordance with the provisions of Articles 1641 et seq. of the French Civil Code, the Seller guarantees the Customer of all the harmful consequences of defects and latent defects that the Products sold may reveal, provided that they are reported to him without delay and in any condition, no later than two years from the discovery of the defect.

Upon delivery of the order, the Customer is obliged to check the Products. The Seller will not be held liable for defects that the Customer could detect, by himself, after an apparent examination of the Product sold.

Any deterioration, including aesthetic, resulting from defects or hidden defects that would occur in use and which the Customer could not have known at the time of delivery are covered by the warranty, on condition of rendering the thing unfit for the use for which it was intended, or which diminishes this use so much that the customer would have not acquired it, or would have given a lower price, if he had known .

On the other hand, the guarantee is excluded for any deterioration coming from causes foreign to the intrinsic qualities of the Products, such as those resulting from an abnormal use (load, humidity or excessive heating, etc ...) or because of the Customer (transport).

In any case the Customer must provide proof of the existence of the hidden defect on the day of delivery.

Article 14 - Liability

The Products marketed on the Site are subject to the guarantee conditions provided for by French law.

The Seller cannot be held responsible for the non-fulfillment of the order concluded in case of occurrence of a force majeure event.

The Seller's liability cannot be held  for any inconvenience or damage arising from the use of the Internet and totally outside the care and precautions taken by the Seller.

In particular, any disruption in the provision of the service or any external intrusion or presence of computer viruses, cannot engage the responsibility of the Seller.

Article 15 - Personal data / Confidentiality

The Seller informs the Member that this data will be used exclusively by its internal services, (i) for the processing of the Member's order, (ii) To reinforce and personalize the communication, especially by sending newsletters or special offers if the Customer agrees to receive them by ticking the box provided for this purpose.

Some information is marked with a red asterisk. This information is mandatorily needed for answering any order request. Failing to fill in these fields, your requests or your answers can not be processed.

The Seller informs the Member that it may also communicate his personal data to ensure the delivery of orders by its suppliers, certain aspects of the after-sales service, and to conduct satisfaction surveys. Moreover, HORUS PHARMA may also communicate this data to respond to an injunction of the legal authorities.

In accordance with the Regulation (EU) 2016/679 on the protection of personal data, you have the following rights with your data: right of access, right of rectification, right to erasure (right to be forgotten), right of opposition, right to limitation of treatment, right to portability. You can also set guidelines for storing, deleting and communicating your personal data after your death.

You may, for reasons related to your particular situation, oppose the processing of data concerning you.

To exercise your rights, please send your mail to HORUS PHARMA Laboratories, 148 avenue Georges Guynemer, VAR CAP, 06700 Saint-Laurent-du-Var or DPO@horus-pharma.fr. Please attach a copy of a piece of identification.

Subject to a breach of the above provisions, you have the right to lodge a claim with the CNIL.

Article 16 - Completeness of the contract

These General Terms and Conditions of Sale concluded between the Seller and the Customer express the full rights and obligations of the Parties.

No document, no indication, no correspondence may give rise to obligations under these Terms and Conditions of Sale on the Internet, if it is not the subject of an amendment signed by both parties.

If a particular provision of these Terms of Sale on Internet is held invalid or declared as such by a decision having the force of res judicata or if any of the clauses of these Terms and Conditions of Sale on  Internet became null and void by a change of legislation, regulation, the other stipulations will retain all their strength and their scope.

This cannot in any way affect the validity and the respect of the present General Terms and Conditions.

Sale on Internet.

Article 17 - claim, mediation and litigation 

17.1 Claims

All claims must be made to the Seller's Customer Service Department at the following address:

Address:

Horus Pharma

148 avenue Georges Guynemer Cap Var

06700 Saint Laurent of the Var

LA FRANCE

In addition to any complaint or for any question concerning an order the Customer can contact the customer service of the Seller by going under the heading "Contact Customer Service" or by phone:

Telephone number: 04.93.19.54.05

Advisors are at the disposal of the Customer from Monday to Friday, from 9:00 am to 12:30 pm  and from 2:00 pm to 6:00 pm.

Only complaints relating to the online sale of the Products on the Site will be taken into account by the Seller's services.

17.2 Mediation

If a dispute cannot be settled in the context of a prior complaint directly lodged with the Seller's customer service and in the year following this request, the Customer may have his request examined by a mediator whose contact details are listed below:

MEDICYS

73 boulevard de Clichy

75009 Paris

01 49 70 15 93

http://www.medicys.fr/

This mediation device is completely free, the costs of the mediation are borne by the Seller. However, the Parties may be assisted, at their own expense, by a Council or an expert.

In addition, the European Commission provides Parties with a platform for online dispute resolution:

https://webgate.ec.europa.eu/odr/main/?event=main.home.show&lng=FR

17.3 Applicable law - litigation

FRENCH LAW IS THE ONLY APPLICABLE ONE TO RELATIONS BETWEEN HORUS PHARMA AND THE CLIENT. ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE INTERPRETATION, EXECUTION AND / OR TERMINATION OF THEIR AGREEMENT SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF  THE HEADQUARTERS OF HORUS PHARMA, WHATEVER THE PLACE OF THE ORDER, DELIVERY AND PAYMENT EVEN IN CASE OF A GUARANTEE CALL OR A PLURALITY OF DEFENDERS.

Appendix: TYPE OF RETRACTATION FORM

 (Please complete and return this form only if you wish to withdraw the contract.)

To the attention of: Horus Pharma, 148 avenue George Guynemer, Cape Var, SAINT LAURENT OF VAR (06700), France

I / we (*) hereby notify you (*) of my / our (*) cancellation of the contract for the sale of the property below:

Ordered on (*) / received on (*):

Name of Client (s):

Address of the Client (s):

Signature of Client (s) (only in case of notification of this form on paper)

Date: 

(*) Delete the useless line.

Direct sales Pharmacists

1. COMPANY

HORUS PHARMA is an SAS (simplified joint-stock company) with a capital of 2,051,130.20 euros which head office is located in SAINT LAURENT DU VAR (06700), 148 avenue George Guynemer Cape Var, and registered in the Register of Commerce and Companies of Antibes under the B445317043, CODE NAF 72.19Z, intra-community VAT: FR 17 445 317 043 (hereinafter HORUS PHARMA). HORUS PHARMA develops, patents and markets pharmaceutical specialties for the health of the eye and the eyelid. Phone number from France: 04 93 19 54 05. Our advisors are available Monday to Friday, 9:00 am to 12:30 pm and 2:00 pm to 6:00 pm.

2. OBJECT

These General Conditions of Sale (hereinafter "GTCS") constitute the sole basis of the commercial negotiation. They are systematically addressed or given to each Customer when opening an account or placing an order. They apply to all sales of products marketed and distributed by HORUS PHARMA (hereinafter "the Products") to each customer who practices the profession of pharmacist reselling retail pharmaceutical products under the conditions defined by the Code of Public Health, hereinafter the "Client". HORUS PHARMA may modify its GTCS at any time with a TWO (2) month notice from the sending of these Terms to the Customer, before the entry into force of the new GTCS. Any condition of purchase opposed by the Customer will be, in the absence of express acceptance by HORUS PHARMA, unenforceable to the latter, regardless of when it may have been brought to its attention. The fact that Horus Pharma does not prevail at a given moment in any of these General Terms and Conditions of Sale can not be interpreted as a waiver of any of the said conditions at a later date.

3. TERRITORY

These General Terms and Conditions of Sale apply to deliveries of the Products in France, Corsica and Monaco.

4. ORDERS

To be valid the order must specify the following information: the Customer's contact details (address, name and telephone number), the ACL / CIP code of the Product, the quantity, the product name, the price, the place and the indicative delivery time and / or removal. The customer can order by telephone at 04.93.19.54.05, fax at 04.93.19.54.05 or by email at service.clients@horus-pharma.fr. Customer Service is open from 9:00 am to 12.30 pm and from 2:00 pm to 6:00 pm Monday to Friday. The orders become final only after acceptance by HORUS PHARMA which can result from the sending of the parcel. The order is irrevocable for the Customer: it can not be modified or cancelled. The order is personal and untransferable. HORUS PHARMA is not required to honour any order for Products for less than 130 (HUNDRED AND THIRTY) Euros excluding taxes. Unless otherwise agreed, the fact of placing an order entails for the Customer full and complete acceptance of the GTCS, the acknowledgment of having full knowledge of it, and the renunciation to avail himself of his own conditions of purchase.

5. PRICE - PAYMENT

5.1 Price: The prices are expressed in euros and are exclusive of taxes, shipping and handling not included (unless otherwise stated), based on rates communicated to the Customer, the day of the order. Prices are increased by the VAT applicable on the day of the order. The applicable prices are those in effect on the date of the order. Prices are stipulated free of charge for orders over ONE HUNDRED THIRTY (130) Euros excluding taxes.

5.2 Payment: For each sale, an invoice is issued at the time of delivery. All invoices are payable to the issuer of the invoice. HORUS PHARMA reserves the right, as necessary, to subrogate a third party (bank, factor, etc.) in all its recovery rights. Unless expressly agreed otherwise, payment is made at 60 (sixty) days from the invoice date, preferably by bank transfer or electronic bill of exchange. In case of advance payment, no discount will be granted.

5.3 Late payments : In the event of late payment, HORUS PHARMA may suspend all pending orders until the price has been fully paid, without prejudice to any other course of action. Any amount not paid on the due date shown on the invoice automatically entails, from the day following the settlement date on the invoice, without the need for a letter of formal notice, the payment of late payment penalties at the rate of ten (10) times the legal interest rate in effect on the sum due to the principal. A late payment for recovery costs will be automatically due a lump sum of 40 € (FORTY EUROS). In the event that the recovery costs incurred are higher than this fixed rate, additional compensation may be requested, against supporting documents. In case of default of payment within 8 (EIGHT) days after the sending of a letter of formal notice remaining unsuccessful, the sale will be cancelled by right at the initiative of HORUS PHARMA, who may request, in summary, if necessary, the return of the Products, and initiate any legal action useful for the purpose of obtaining compensation for its entire prejudice. The cancellation shall  affect not only the order in question but also all unpaid orders, whether delivered or being delivered and whether or not their payments are due. In case of payment by bill of exchange, the failure to return the bill will be considered as a refusal of acceptance similar to a default of payment. Similarly, when the payment is staggered, the non-payment of a single installment will result in immediate payment of the entire claim, debt, without prior notice. This sum will then be subject to the late payment interest and costs referred to in Article 5.3.2. In all preceding cases, the sums that would be due for other delivery, or for any other reason, will become immediately due if HORUS PHARMA does not opt for cancellation of the corresponding orders. Under no circumstances may payments be suspended or be the subject of any compensation asked by the Customer without the prior written consent of HORUS PHARMA. Any partial payment will first be applied to the non-preferred portion of the claim and then to the amounts for which the claim is the oldest.

6. DELIVERY

6.1 Object of delivery: The information contained in HORUS PHARMA's commercial documents is only indicative. HORUS PHARMA reserves the right to modify and / or supplement them at any time to take into account, in particular, the evolution of the technical, regulatory and economic data of its activity and Products. HORUS PHARMA reserves the right to make any changes and / or deletions at any time that it deems useful and / or necessary for its Products and / or services.

6.2 Delivery terms : By "delivery" it is necessary to understand the provision of the Products to the Customer at his place of storage.

6.3 Delivery Time : HORUS PHARMA makes every effort to ensure that the Customer is delivered with the utmost diligence and in a timely manner. Delivery time communicated during the passage of the order is given only as an indication and their non-compliance can in no way give rise to retention, compensation or cancellation of the order, and whatever the causes, the importance or consequences of the delay. HORUS PHARMA reserves the right to choose the carrier and to modify, if necessary the mode of routing. However, if within 30 (THIRTY) DAYS after the indicative date of delivery, the Product has not been delivered, for any reason other than a case of force majeure, the sale can then be cancelled at the request of HORUS PHARMA or Customer. The Customer may obtain a refund of the deposit possibly paid, with  exclusion of any other compensation or damages.

In any event, timely delivery can only occur if the Customer is up to date of obligations with HORUS PHARMA, regardless of the cause.

7. RISK / TRANSPORT

The delivery is deemed made upon receipt of the Products by the Customer and entails transfer of risks to the Customer, notwithstanding the retention of title clause stipulated in Article 11 below.

The customer must carefully check the products received, so that products not compliant with the order and damage and losses are recorded upon receipt, the discharge of the carrier and duly accepted by the latter.

 In accordance with Article L 133 - 3 et seq. of the French Commercial Code, it is the Customer's responsibility in the event of damage, loss or missing items, or late deliveries, to notify the carrier of any reservations by registered letter with acknowledgment of receipt within 3 (three) working days after receipt of the Products, and to make any recourse to the responsible carrier.

8. COMPLAINTS

It is the responsibility of the Customer to receive and check the Products as soon as they are delivered. Customer's complaints about the condition of the Products upon receipt or the nonconformity of the Products delivered with the Products ordered (or the packing slip), must be formulated to HORUS PHARMA by registered mail with acknowledgment of receipt within 3 ( THREE) DAYS of receipt of the Products. It is up to the Customer to provide any justification as to the reality of the anomalies, missing parts, apparent defects found. Beyond this period, any product that has not been subject to reservations will be considered compliant and considered accepted by the Customer, who will therefore be deprived of any recourse against HORUS PHARMA. In addition, in accordance with the provisions of Article L442-6, I, 8 ° of the Commercial Code, HORUS PHARMA can not be imposed by the Customer with a refusal or a return of goods without having been able to check the reality of corresponding grievance. Consequently, any return of Products must have  express and prior agreement of HORUS PHARMA.

9. WARRANTY-LIABILITY

9.1 Extent: The products distributed by HORUS PHARMA are subject to legal conditions provided for in articles 1641 et seq. of the Civil Code. Under this warranty and in the case of reasoned and justified claim, HORUS PHARMA undertakes to replace the defective Product. To benefit from the warranty, all Products must first be submitted to HORUS PHARMA whose agreement is essential for both the return and the replacement.

9.2 Exclusions / limitations: Since the Client is professional, he is deemed to know all the technical information relating to the Products, their design and their destination. He is also deemed to verify the Products upon receipt, in accordance with Article 8. Consequently, the responsibility of HORUS PHARMA can not in any case be engaged, nor even sought in case of visible defects, or of use of the Products which would not be in conformity with their destination.

Defects and / or deterioration caused by natural wear, negligence, improper storage or use of the Products  are also excluded; Defects and / or damage caused by a modification of the Product non authorized by HORUS PHARMA are also excluded, whether done by the Customer or by a third party. The responsibility of HORUS PHARMA can not under any circumstances be held for events occurring during transport, destruction, damage, loss or theft, even if HORUS PHARMA has entrusted the transport of the Products to the carrier which is revealed to be causing the damage. It is Customer's responsibility to make reservations to the carrier in accordance with Article 7

HORUS PHARMA's liability is limited to direct material damage resulting from faults that are directly and exclusively attributable with exclusion of any indirect or immaterial damage (losses of operation, profit, chance, business or benefice, commercial prejudice, loss of earing, loss of customers, in relation to or resulting from the non-performance or faulty performance of its obligations).  HORUS PHARMA is not obliged to repair the harmful consequences of the errors, failures or omissions committed by the Customer. The liability of HORUS PHARMA is limited, for all causes, except for bodily injury and heavy negligence, to a sum limited to the amount before taxes received by HORUS PHARMA for the Products supplied by HORUS PHARMA to the Customer being the subject of a claim or litigation. The Client undertakes to obtain the same waivers from his insurers.

10. RETURN PROCEDURE

All product returns must be subject to  prior approval of HORUS PHARMA. The Customer must contact  Customer Service by mail, e-mail or fax at the coordinates indicated in article 4.

 The return of Products must be carried out within a maximum of FOURTEEN (14) days from their acceptance by HORUS PHARMA. They must be accompanied by the corresponding delivery note. Can benefit from the return, Products that fulfil the following conditions: be referenced in the HORUS PHARMA catalog on the date of return; not be unsaleable for any reason whatsoever, including broken, stained, soiled, expired items; be returned in excellent condition in their original packaging intact. The costs and risks of the return of Products are the responsibility of the Customer if the return of the Product is not attributable to a fault of HORUS PHARMA. Any request for return, and in particular in the event of defect or non-conformity of the delivered Products, duly noted by the HORUS PHARMA Customer Service under the conditions specified above, may lead to a replacement or credit at the discretion of HORUS PHARMA, with exclusion of any compensation or damages.

11. RESERVATION OF PROPERTY

HORUS PHARMA RETAINS FULL AND ENTIRE PROPERTY OF THE GOODS UNTIL THE ENTIRE PAYMENT OF THE INVOICE PRICE.

In case of reorganization or liquidation proceedings, the goods may be subject to a claim under the conditions of the aforementioned law. The goods are individualized upon delivery by a specific reference.

It is understood that the mere submission of a title creating an obligation to pay, treat or otherwise, does not constitute a payment: the original claim, debt of Horus Pharma on the Customer remaining with all the guarantees attached to it, including the retention of title until the actual remittance of funds in accordance with these GTCS.

The Customer must - regarding Products which payment has not been made - always ensure that they are identified as property of HORUS PHARMA and particularly can not be confused or claimed by third parties. Inventory Products are presumed to be unpaid. The Client further forbid himself to pledge or assign in any form whatsoever, the ownership of the Products as a guarantee,.

The Products may be, at any time, and without the need for prior notice, taken back - at  expense of the Client - by HORUS PHARMA in the event of non-performance of its obligations by the Customer - without prejudice to the payment, in favor of HORUS PHARMA , neither prejudice to any damage as such. HORUS PHARMA and its carrier will therefore be allowed to enter the premises of the Customer to remove the Products covered by the retention of title clause. This procedure is not exclusive of other actions or legal proceedings that Horus Pharma may decide to initiate.

12. COMPLIANCE WITH REGULATIONS / MATERIOVIGILANCE

HORUS PHARMA is a pharmaceutical company that manufactures and markets medical devices, medicines and food supplements. Each of the Parties acknowledges having knowledge of the legislation applicable to the Products.

The Customer must resell the Products in compliance with the legislation in force. He will make his personal business of obtaining, under his sole responsibility, administrative authorizations and other, possibly necessary for the good exercise of his activity.

He undertakes not to sell, or to make sell, Products to any person who does not have the capacity to purchase this type of product in accordance with any applicable legislative provisions.

The Customer undertakes to cooperate with HORUS PHARMA in any actions that HORUS PHARMA undertakes to comply with the regulations applicable to the Products. In particular :

the Customer undertakes to set up and maintain a documentary and archiving system, including a register of individual product numbers, lot numbers and the names and addresses of users or resellers for all Products in order to assist HORUS PHARMA in the case of a product recall, withdrawal. The Customer agrees, in this regard, to provide to HORUS PHARMA, in accordance with the procedures resulting from the European Directives, any information requested by HORUS PHARMA in relation to any Product that may have caused or contributed to a death or a non-negligible injury, or which is subject to malfunction.

The Customer undertakes to notify HORUS PHARMA of any claim by a user, or of any alleged damage or death of a patient that is related to the use of the Products. In particular :

the Distributor undertakes to report to HORUS PHARMA any incident, risk of incident or other relevant information concerning the Products in accordance with the procedures of materiovigilance, pharmacovigilance or nutrivigilance.

In the event of a recall of a Product required by HORUS PHARMA or any other competent authority, the Customer undertakes to cooperate with HORUS PHARMA in the implementation of this recall, withdrawal and to comply with the recall procedures of HORUS Products. PHARMA. HORUS PHARMA will bear all costs and expenses of a recall procedure requested by HORUS PHARMA or resulting from negligence in the manufacture or packaging of the Products by HORUS PHARMA. Customer will bear the costs and expenses in any other recall procedures. The Customer agrees that all decisions regarding product recalls are made exclusively by HORUS PHARMA.

In particular, in order to respect the traceability rules of the Products, the Pharmacist Client, whose function is the resale of the Products to the public, undertakes to resell the Products at retail and not in bulk.

13. CONFIDENTIALITY

The Parties undertake to keep as confidential, all confidential information exchanged between them for the purposes of their business relations under these Terms, until such information falls into the public domain.

14. FORCE MAJEURE

HORUS PHARMA reserves the right to suspend or terminate all or part of the sale of the Products, automatically, in case of force majeure or fortuitous event, such as, in particular, strikes, lockouts, bad weather, the insufficient quantities of the elements on the market necessary for the manufacture of the Products, the impossibility for HORUS PHARMA to be supplied and any prohibition of exploitation which would be ordered by a governmental authority or any cause which would be neither directly nor exclusively attributable.

15. INTELLECTUAL PROPERTY

All the trademarks registered by HORUS PHARMA, and more generally all the intellectual creations (illustration, image, visual, logotype, texts, etc.) used by HORUS PHARMA for the marketing of its Products, their accessories or their packaging, that whether registered or not, are and will remain the exclusive property of HORUS PHARMA. Any total or partial reproduction, modification or use of these trademarks, illustrations, images, visuals and logotypes, for any reason and on any medium whatsoever, is strictly prohibited without the prior written consent of HORUS PHARMA.

16. PERSONAL DATA

In accordance with the Regulation (EU) 2016/679 on the protection of personal data, you have the following rights to your data: right of access, right of rectification, right to erasure (right to be forgotten), right of opposition, right to limitation of treatment, right to portability. You can also set guidelines for storing, deleting and communicating your personal data after your death.

You may, for reasons related to your particular situation, oppose the processing of data concerning you.

To exercise your rights, please send your mail to HORUS PHARMA Laboratories, 148 avenue Georges Guynemer, VAR CAP, 06700 Saint-Laurent-du-Var or DPO@horus-pharma.fr. Please attach a copy of a piece of identification.

 Subject to a breach of the above provisions, you have the right to lodge a claim with the CNIL.

17. APPLICABLE LAW - JURISDICTION

FRENCH LAW IS THE ONLY APPLICABLE ONE TO RELATIONS BETWEEN HORUS PHARMA AND THE CLIENT. ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE INTERPRETATION, EXECUTION AND / OR TERMINATION OF THEIR AGREEMENT SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF THE HEADQUARTERS OF HORUS PHARMA, WHEREVER THE PLACE OF THE ORDER, DELIVERY AND PAYMENT EVEN IN CASE OF A GUARANTEE CALL OR A PLURALITY OF DEFENDERS.

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Direct sales to Opticians

1            COMPANY

HORUS PHARMA is an SAS (simplified joint-stock company) with a capital of 2,051,130.20 euros which head office is located at SAINT LAURENT DU VAR (06700), 148 avenue George Guynemer Cape Var, and registered in the Register of Commerce and Companies of Antibes under the number B 445 317 043, CODE NAF 72.19Z, intra-community VAT: FR 17 445 317 043 (hereinafter HORUS PHARMA). HORUS PHARMA develops, patents and markets pharmaceutical specialties for the health of the eye and eyelid.

Phone number from France: 04 93 19 54 05.  Our advisors are available Monday to Friday, 9:00 am to 12:30 pm and 2!00 pm to 6:00 pm.

2           OBJECT

These General Terms and Conditions of Sale (hereinafter "GTCS") constitute the sole basis of the commercial negotiation. They are systematically addressed or given to each Customer when opening an account or placing an order. They apply to all sales of products marketed and distributed by HORUS PHARMA (hereinafter "the Products") to each client who practices the optician profession, hereinafter the "Customer".

HORUS PHARMA may modify its GTCS at any time with a TWO (2) month notice from the sending of these GTCS to the Customer, before the entry into force of the new GTCS.

Any condition of purchase opposed by the Customer will be, in the absence of express acceptance by HORUS PHARMA, unenforceable to the latter, regardless of when it may have been brought to its attention.

The fact that Horus Pharma does not prevail at a given time of any of these General Terms and Conditions of Sale shall not be construed as a waiver of the aforementioned conditions.

3           TERRITORY

These General Terms and Conditions of Sale apply to deliveries of the Products in France, Corsica and Monaco.

4           ORDERS

To be valid the order must specify the following information: the Customer's contact details (address, name and telephone number), the ACL / CIP Code of the Product, the quantity, the product description, the price, the place and the indicative deadline of delivery and / or removal.

The customer can order by the pharmaceutical delegate, by phone at 04.93.19.54.05, by fax at 04.93.19.54.09 or by e-mail at service-clients@horus-pharma.fr or by Internet on the site www.horus-epharma.fr/ horuspro. Customer service is open from 9:00 am to 12:30 pm and from 2:00 pm to 6:00 pm from Monday to Friday.

Orders become final upon acceptance by HORUS PHARMA. The order is irrevocable for the Customer: it can not be modified or cancelled. The order is personal and untransferable.

HORUS PHARMA is not obliged to honour any order of Products for an amount less than FIFTY (50) Euros HT.

Unless otherwise agreed, the fact of placing an order entails for the Customer full and complete acceptance of the GTCS, the acknowledgment of being fully aware of them, and the renunciation to avail himself of his own conditions of purchase.

5           PRICE - PAYMENT

5.1 Prices

The prices are expressed in euros, exclusive of taxes, shipping and handling not included (unless otherwise stated), based on rates communicated to the Customer, the day of the order. Prices are increased by the VAT applicable on the day of the order. The applicable prices are those in effect on the date of the order. Prices are stipulated free of charge for orders over ONE HUNDRED THIRTY (130) Euros excluding taxes.

5.2 Payment

For each sale, an invoice is issued at the time of delivery.

All invoices are payable to the issuer of the invoice. HORUS PHARMA reserves the right, as necessary, to subrogate a third party (bank, factor, etc.) in all its recovery rights.

Unless expressly agreed otherwise, payment is made at 30 (THIRTY) days of the invoice date, preferably by bank transfer or bank check. In case of advance payment, no discount will be granted.

5.3 Late payments

In the event of late payment, HORUS PHARMA may suspend all pending orders until the price has been fully paid, without prejudice to any other course of action.

Any amount not paid on the due date shown on the invoice automatically entails, as from the day following the settlement date on the invoice, without the need for a letter of formal notice, the payment of late payment penalties at the rate of ten (10) times the legal interest rate in effect on the sum due to the principal. A late payment for recovery costs will be automatically due a lump sum of 40 € (FORTY EUROS). In the event that the recovery costs incurred are higher than this fixed rate, additional compensation may be requested, against supporting documents.

In case of default of payment within 8 (EIGHT) days after the sending of a letter of formal notice remained unsuccessful, the sale will be cancelled by right at the initiative of HORUS PHARMA, who may request, in summary, if necessary, the return of the Products, and initiate any legal action useful for the purpose of obtaining compensation for its entire prejudice. The cancellation will affect not only the order in question but also all unpaid orders, whether delivered or being delivered and whether or not their payments are due.

In case of payment by bill of exchange, the failure to return the bill will be considered as a refusal of acceptance similar to a default of payment. Similarly, when the payment is staggered, the non-payment of a single instalment will result in the immediate payment of the entire claim, debt, without prior notice. This sum will then be subject to the late payment interest and costs referred to in Article 5.3.2.

In all preceding cases, the sums that would be due for other delivery, or for any other reason, will become immediately due if HORUS PHARMA does not opt for the cancellation of the corresponding orders.

Under no circumstances may payments be suspended or be the subject of any compensation asked by the Customer without the prior written consent of HORUS PHARMA. Any partial payment will first be applied to the non-preferred portion of the claim, debt and then to the amounts for which the claim is the oldest.

6           DELIVERY

6.1          Object of delivery

The information contained in HORUS PHARMA's commercial documents is only indicative. HORUS PHARMA reserves the right to modify and / or supplement them at any time to take into account, in particular, the evolution of the technical, regulatory and economic data of its activity and Products. HORUS PHARMA reserves the right to make any changes and / or deletions at any time that it deems useful and / or necessary for its Products and / or services.

6.2          Terms of delivery

By "delivery" it is necessary to understand the provision of the Products to the Customer at his place of storage.

6.3          Delivery time

HORUS PHARMA makes every effort to ensure that the Customer is delivered with the utmost diligence and in a timely manner. Delivery time communicated during the placing of order is given only as an indication and their non-compliance can in no way give rise to retention, compensation or cancellation of the order, and whatever the causes, the importance or consequences of the delay. HORUS PHARMA reserves the right to choose the carrier and to modify, if necessary the mode of routing.

However, if within 30 (THIRTY) DAYS after the indicative date of delivery, the Product has not been delivered, for any reason other than a case of force majeure, the sale can then be cancelled at the request of HORUS PHARMA or Customer. The Customer may obtain a refund of the deposit possibly paid, with exclusion of any other compensation or damages.

In any event, timely delivery can only occur if the Customer is up to date of the obligations with HORUS PHARMA, regardless of the cause.

7           RISK / TRANSPORT

The delivery is deemed made upon receipt of the Products by the Customer and entails transfer of risks to the Customer, notwithstanding the retention of title clause stipulated in Article 11 below. The customer must carefully check the products received, so that products not compliant with the order and damage and losses are recorded upon receipt, the discharge of the carrier and duly accepted by the latter.

In accordance with Article L 133 - 3 et seq. of the French Commercial Code, it is the Customer's responsibility in the event of damage, loss or missing items, or late deliveries, to notify the carrier of any reservations by registered letter with acknowledgment of receipt within 3 (three) working days after receipt of the Products, and to make any recourse to the responsible carrier.

8           COMPLAINTS

It is the Customer's responsibility to receive the Products upon delivery.

Customer's complaints about the condition of the Products upon receipt or the nonconformity of the Products delivered with the Products ordered (or the packing slip) must be formulated to HORUS PHARMA by registered mail with acknowledgment of receipt within 3 ( THREE) DAYS of receipt of the Products. It is up to the Customer to provide any justification as to the reality of the anomalies, missing parts, apparent defects found.

Beyond this period, any product that has not been subject to reservations will be considered compliant and considered accepted by the Customer, who will therefore be deprived of any recourse against HORUS PHARMA.

In addition, in accordance with the provisions of Article L442-6, I, 8 ° of the Commercial Code, HORUS PHARMA can not be imposed by the Customer with a refusal or a return of goods without having been able to check the reality of corresponding grievance. Consequently, any return of Products must have the express and prior agreement of HORUS PHARMA.

9           WARRANTY-LIABILITY

9.1          Extent

The products distributed by HORUS PHARMA are subject to the legal conditions provided for in articles 1641 et seq. of the Civil Code. Under this warranty and in the case of reasoned and justified claim HORUS PHARMA undertakes to replace the defective Product. To benefit from the warranty, all Products must first be submitted to HORUS PHARMA whose agreement is essential for both the return and the replacement.

9.2          Exclusions / limitations

Since the Client is  professional, he is deemed to know all the technical information relating to the Products, their design and their destination. It is also deemed to verify the Products upon receipt, in accordance with Article 8.

Consequently, the responsibility of HORUS PHARMA can not in any case be engaged, nor even sought in case of visible defects, or of use of the Products which would not be in conformity with their destination.

Defects and / or deterioration caused by natural wear, negligence, improper storage or use of the Products are also excluded; Defects and / or damage caused by a modification of the Product non authorized by HORUS PHARMA are also excluded, whether done by the Customer or by a third party.

The responsibility of HORUS PHARMA can not under any circumstances be held for events occurring during transport, destruction, damage, loss or theft, even if HORUS PHARMA has entrusted the transport of the Products to the carrier which is revealed to be causing the damage. It is  Customer's responsibility to make reservations to the carrier in accordance with Article 7.2.

HORUS PHARMA's liability is limited to direct material damage resulting from faults that are directly and exclusively attributable with exclusion of any indirect or immaterial damage (losses of operation, profit, chance, business or benefice, commercial prejudice, loss of earning, loss of customers, in relation to or resulting from the non-performance or faulty performance of its obligations).  HORUS PHARMA is not obliged to repair the harmful consequences of the errors, failures or omissions committed by the Customer.

The liability of HORUS PHARMA is limited, for all causes, except for bodily injury and heavy negligence, to a sum limited to the amount before taxes received by HORUS PHARMA for the Products supplied by HORUS PHARMA to the Customer being the subject of a claim or litigation. The Client undertakes to obtain the same waivers from his insurers.

10       RETURN PROCEDURE

All product returns must be subject to the prior approval of HORUS PHARMA. The Customer must contact the Customer Service by mail, e-mail, fax, at the coordinates indicated in article 4.2.

The return of Products must be made within a maximum of 14 days after their acceptance by HORUS PHARMA. They must be accompanied by the corresponding delivery note. To benefit from return, Products that fulfil the following conditions: (i) be referenced in the HORUS PHARMA catalogue on the date of return; (ii) not be unsalable for any reason whatsoever, including broken, stained, soiled, expired items; (iii) be returned in excellent condition in their original intact packaging.

The costs and risks of the return of Products are the responsibility of the Customer if the return of the Product is not attributable to a fault of HORUS PHARMA.

Any request for return, and in particular in the event of defect or non-conformity of the delivered Products, duly noted by the HORUS PHARMA Customer Service under the conditions specified above, may lead to a replacement or credit, at the discretion of HORUS PHARMA, with exclusion of any compensation or damages.

11       RESERVATION OF PROPERTY

HORUS PHARMA RETAINS FULL AND ENTIRE PROPERTY OF THE GOODS UNTIL THE ENTIRE PAYMENT OF THE INVOICE PRICE.

In case of reorganization or liquidation proceedings, the goods may be subject to a claim under the conditions of the aforementioned law. The goods are individualized upon delivery by a specific reference.

It is understood that the mere submission of a title creating an obligation to pay, treat or otherwise, does not constitute a payment: the original claim of debt of Horus Pharma on the Customer remaining with all the guarantees attached to it, including the retention of title until the actual remittance of funds in accordance with these GCS.

The Customer must - for the Products which payment has not been made - always ensure that they are identified as property of HORUS PHARMA and particularly can not be confused or be the subject of a claim by third parties. Inventory Products are presumed to be unpaid. The Client further forbids himself to pledge or assign in any form whatsoever, the ownership of the Products as a guarantee.

The Products may be, at any time, and without the need for prior notice, taken back - at the expense of the Client - by HORUS PHARMA in the event of non-performance of its obligations by the Customer - without prejudice to the payment, in favor of HORUS PHARMA, neither prejudice to any damage as such. HORUS PHARMA and its carrier will therefore be allowed to enter the premises of the Customer to remove the Products covered by the retention of title clause. This procedure is not exclusive of other actions or legal proceedings that Horus Pharma may decide to initiate.

12       COMPLIANCE WITH REGULATIONS / MATERIOVIGILANCE

HORUS PHARMA is a pharmaceutical company that manufactures and markets medical devices, medicines and food supplements. Each of the Parties acknowledges having knowledge of the legislation applicable to the Products.

The Customer must resell the Products in compliance with the legislation in force. He will make his personal business of obtaining, under his sole responsibility, administrative authorizations and other, possibly necessary for the good exercise of his activity.

He undertakes not to sell, or to make sell, Products to any person who does not have the capacity to purchase this type of product in accordance with any applicable legislative provisions.

The Customer undertakes to cooperate with HORUS PHARMA in any actions that HORUS PHARMA undertakes to comply with the regulations applicable to the Products. In particular :

(a) the Customer undertakes to set up and maintain a documentary and archiving system, including a register of individual product numbers, lot numbers and the names and addresses of users or resellers for all Products in order to to assist HORUS PHARMA in the event of a product recall, withdrawal. The Customer agrees, in this regard, to provide to HORUS PHARMA, in accordance with the procedures resulting from the European Directives, any information requested by HORUS PHARMA in relation to any Product that may have caused or contributed to a death or a non-negligible injury, or which is subject to malfunction.

(b) the Customer agrees to notify HORUS PHARMA of any claim by a user, or of any alleged damage or death of a patient that is related to the use of the Products. In particular :

(i) the Distributor undertakes to report to HORUS PHARMA any incident, risk of incident or other relevant information concerning the Products in accordance with the procedures of materiovigilance, pharmacovigilance or nutrivigilance.

(ii) in the event of a recall, withdrawal of a Product required by HORUS PHARMA or any other competent authority, the Customer undertakes to cooperate with HORUS PHARMA in the implementation of this recall, and to comply with product recall procedures of HORUS PHARMA. HORUS PHARMA will bear all costs and expenses of a recall procedure requested by HORUS PHARMA or resulting from negligence in the manufacture or packaging of the Products by HORUS PHARMA. Customer will bear the costs and expenses in any other recall procedures. The Customer agrees that all decisions regarding product recalls are made exclusively by HORUS PHARMA.

In particular, in order to respect the traceability rules of the Products, the Optician Customer, whose function is the resale of the Products to the public, undertakes to resell the Products at retail and not in bulk.

13       CONFIDENTIALITY

The Parties undertake to keep as confidential, all confidential information exchanged between them for the purposes of their business relations under these Terms, until such information falls into the public domain.

14       FORCE MAJEURE

HORUS PHARMA reserves the right to suspend or terminate all or part of the sale of the Products, automatically, in case of force majeure or fortuitous event, such as, in particular, strikes, lockouts, bad weather, the insufficient quantities of the elements on the market necessary for the manufacture of the Products, the impossibility for HORUS PHARMA to be supplied and any prohibition of exploitation which would be ordered by a governmental authority or any cause which would be neither directly nor exclusively attributable.

15       INTELLECTUAL PROPERTY

All the trademarks registered by HORUS PHARMA, and more generally all the intellectual creations (illustration, image, visual, logotype, texts, etc.) used by HORUS PHARMA for the marketing of its Products, their accessories or their packaging, that whether registered or not, are and will remain the exclusive property of HORUS PHARMA. Any total or partial reproduction, modification or use of these trademarks, illustrations, images, visuals and logotypes, for any reason and on any medium whatsoever, is strictly prohibited without the prior written consent of HORUS PHARMA.

16       PERSONAL DATA

In accordance with the Regulation (EU) 2016/679 on the protection of personal data, you have the following rights to your data: right of access, right of rectification, right to erasure (right to be forgotten), right of opposition, right to limitation of treatment, right to portability. You can also set guidelines for storing, deleting and communicating your personal data after your death.

You may, for reasons related to your particular situation, oppose the processing of data concerning you.

To exercise your rights, please send your mail to HORUS PHARMA Laboratories, 148 avenue Georges Guynemer, VAR CAP, 06700 Saint-Laurent-du-Var or DPO@horus-pharma.fr. Please attach a copy of a piece of identification.

Subject to a breach of the above provisions, you have the right to lodge a claim with the CNIL.

17       APPLICABLE LAW - JURISDICTION

FRENCH LAW IS THE ONLY APPLICABLE ONE TO RELATIONS BETWEEN HORUS PHARMA AND THE CLIENT. ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE INTERPRETATION, EXECUTION AND / OR TERMINATION OF THEIR AGREEMENT SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF THE HEADQUARTERS OF HORUS PHARMA, WHATEVER THE PLACE OF THE ORDER, DELIVERY AND PAYMENT EVEN IN CASE OF A GUARANTEE CALL OR A PLURALITY OF DEFENDERS.

Sales platforms for Opticians

1.COMPANY: HORUS PHARMA is an SAS (simplified joint-stock company) with a capital of 2,051,130,20 euros which head office is located in SAINT LAURENT DU VAR (06700), 148 avenue George Guynemer Cap Var, and registered with the Trade and Companies Register of Antibes under the number B 445 317 043, CODE NAF 72.19Z, intra-community VAT: FR 17 445 317 043 (hereinafter HORUS PHARMA). HORUS PHARMA develops, patents and markets pharmaceutical specialties for the health of the eye and the eyelid. Phone number from France: 04 93 19 54 05. Our advisors are available Monday to Friday, 9:00 am to 12:30 pm and 2:00 pm to 6:00 pm. 2. OBJECT: These General Terms and Conditions of Sale (hereinafter "GTCS") constitute the sole basis of the commercial negotiation. They are systematically addressed or given to each Customer when opening an account or placing an order. They apply to all sales of products marketed and distributed by HORUS PHARMA (hereinafter "the Products") to each client who practices the optician profession, hereinafter the "Customer". HORUS PHARMA may modify its Terms and Conditions at any time with a TWO (2) month notice from the sending of these Terms to the Customer, before the entry into force of the new GTCS. Any condition of purchase opposed by the Customer will be, in the absence of express acceptance by HORUS PHARMA, unenforceable to the latter, regardless of when it may have been brought to its attention. The fact that Horus Pharma does not prevail at a given time of any of these Terms and Conditions of Sale shall not be construed as a waiver of the aforementioned conditions. 3. TERRITORY: These General Terms and Conditions of Sale apply to deliveries of the Products in France, Corsica and Monaco. 4. ORDERS : To be valid the order must specify the following information: the Customer's contact details (address, name and telephone number), the ACL / CIP Code of the Product, the quantity, the product description, the price, the place and indicative deadline of delivery and / or removal. The customer can order by the pharmaceutical delegate, by phone at 04.93.19.54.05, by fax at 04.93.19.54.09 or by e-mail at service-clients@horus-pharma.fr . Customer service is open from 9:00 am to 12:30 pm and from 2:00 pm to 6:00 pm from Monday to Friday. Orders become final upon acceptance by HORUS PHARMA. The order is irrevocable for the Customer: it can not be modified or cancelled. The order is personal and untransferable. HORUS PHARMA is not obliged to honour any order of Products for an amount less than FIFTY (50) Euros HT. Unless otherwise agreed, the fact of placing an order entails for the Customer full and complete acceptance of the GTCS, the acknowledgment of being fully aware of them, and the renunciation to avail himself of his own conditions of purchase. 5. PRICE - PAYMENT: 5.1 Price: The prices are expressed in euros and are exclusive of taxes, shipping and handling are not included (unless otherwise stated), based on rates communicated to the Customer on the day of the order. Prices are increased by the VAT applicable on the day of the order. The applicable prices are those in effect on the date of the order. 5.2 Payment : For each sale, an invoice is issued at the time of delivery. All invoices are payable to the issuer of the invoice. HORUS PHARMA reserves the right, as necessary, to subrogate a third party (bank, factor, etc.) in all its recovery rights. Unless expressly agreed otherwise, payment is made at 30 (THIRTY) days of the invoice date, preferably by bank transfer or bank check. In case of advance payment, no discount will be granted. 5.3 Late payments: In the event of late payment, HORUS PHARMA may suspend all pending orders until the price has been fully paid, without prejudice to any other course of action. Any amount not paid on the due date shown on the invoice automatically entails, as from the day following the settlement date on the invoice, without the need for a letter of formal notice, the payment of late payment penalties at the rate of ten (10) times the legal interest rate in effect on the sum due to the principal. A late payment for recovery costs will be automatically due a lump sum of 40 € (FORTY EUROS). In the event that the recovery costs incurred are higher than this fixed rate, additional compensation may be requested, against supporting documents. In case of default of payment within 8 (EIGHT) days after the sending of a letter of formal notice remains unsuccessful, the sale will be cancelled by right at the initiative of HORUS PHARMA, who may request, in summary, if necessary, the return of the Products, and initiate any legal action useful for the purpose of obtaining compensation for its entire prejudice. The cancellation will affect not only the order in question but also all unpaid orders, whether delivered or being delivered and whether or not their payments are due. In case of payment by bill of exchange, the failure to return the bill will be considered as a refusal of acceptance similar to a default of payment. Similarly, when the payment is staggered, the non-payment of a single installment will result in the immediate payment of the entire claim, debt, without prior notice. This sum will then be subject to the late payment interest and costs referred to in Article 5.3.2. In all preceding cases, the sums that would be due for other delivery, or for any other reason, will become immediately due if HORUS PHARMA does not opt for the cancellation of the corresponding orders. Under no circumstances may payments be suspended or be the subject of any compensation by the Customer without the prior written consent of HORUS PHARMA. Any partial payment will first be applied to the non-preferred portion of the claim, debt and then to the amounts for which the claim is the oldest. 6. DELIVERY : 6.1 Object of delivery: The information contained in HORUS PHARMA's commercial documents is only indicative. HORUS PHARMA reserves the right to modify and / or supplement them at any time to take into account, in particular, the evolution of the technical, regulatory and economic data of its activity and Products. HORUS PHARMA reserves the right to make, at any time, any modification and / or deletion that it deems useful and / or necessary to its Products and / or services. 6.2 Delivery term: By "delivery" it is necessary to understand the provision of the Products to the Customer at his place of storage. 6.3 Delivery Deadlines: HORUS PHARMA makes every effort to ensure that the Customer is delivered with the utmost diligence and in a timely manner. Delivery time communicated during the placing of the order is given only as an indication and their non-compliance can in no way give rise to retention, compensation or cancellation of the order, and whatever the causes, the importance or consequences of the delay. HORUS PHARMA reserves the right to choose the carrier and to modify, if necessary the mode of routing. However, if within 30 (THIRTY) DAYS after the indicative date of delivery, the Product has not been delivered, for any reason other than a case of force majeure, the sale can then be cancelled at the request of HORUS PHARMA or Customer. The Customer may obtain a refund of the deposit possibly paid, with exclusion of any other compensation or damages. In any event, timely delivery can only occur if the Customer is up to date of obligations with HORUS PHARMA, regardless of the cause. 7. RISK / TRANSPORT: The delivery is deemed made upon receipt of the Products by the Customer and entails transfer of risks to the Customer, notwithstanding the retention of title clause stipulated in Article 11 below. In accordance with Article L 133 - 3 et seq. o the French Commercial Code, it is the Customer's responsibility in the event of damage, loss or missing items, or late deliveries, to notify the carrier of any reservations by registered letter with acknowledgment of receipt within 3 (three) working days after receipt of the Products, and to make any recourse to the responsible carrier. 8. CLAIMS: It is the Customer's responsibility to receive the Products upon delivery. The Customer's complaints about the condition of the Products upon receipt or the nonconformity of the Products delivered with the Products ordered (or the packing slip), must be formulated to HORUS PHARMA by registered mail with acknowledgment of receipt within 3 ( THREE) DAYS of receipt of the Products. It is up to the Customer to provide any justification as to the reality of the anomalies, missing, apparent defects found. Beyond this period, any product that has not been subject to reservations will be considered compliant and considered accepted by the Customer, who will therefore be deprived of any recourse against HORUS PHARMA. In addition, in accordance with the provisions of Article L442-6, I, 8 ° of the Commercial Code, HORUS PHARMA can not be imposed by the Customer with a refusal or a return of goods without having been able to check the reality corresponding grievance. Consequently, any return of Products must have the express and prior agreement of HORUS PHARMA.  9. GUARANTEE-RESPONSIBILITY: 9.1 Extent: The products distributed by HORUS PHARMA are subject to the legal conditions provided for in articles 1641 et seq. of the Civil Code. Under this warranty and in  case of reasoned and justified claim HORUS PHARMA undertakes to replace the defective Product. To benefit from the warranty, all Products must first be submitted to HORUS PHARMA whose agreement is essential for both the return and the replacement. 9.2 Exclusions / limitations: Since the Client is  professional, he is deemed to know all the technical information relating to the Products, their design and their destination. It is also deemed to verify the Products upon receipt, in accordance with Article 8. Consequently, the responsibility of HORUS PHARMA can not in any case be engaged, nor even sought in case of visible defects, or of use of the Products which would not be in conformity with their destination. Defects and / or deterioration caused by natural wear, negligence, improper storage or use of the Products  are also excluded ; Defects and / or damage caused by a modification of the Product non  authorized by HORUS PHARMA are also excluded, whether done by the Customer or by a third party. The responsibility of HORUS PHARMA can not under any circumstances be blamed for events occurring during transport, destruction, damage, loss or theft, even if HORUS PHARMA has entrusted the transport of the Products to the carrier which is revealed to be causing the damage. It is Customer's responsibility to make reservations to the carrier in accordance with Article 7.2. HORUS PHARMA's liability is limited to direct material damage resulting from faults that are directly and exclusively attributable with exclusion of any indirect or immaterial damage (losses of operation, profit, chance, business or benefice, commercial prejudice, loss of earning, loss of customers, in relation to or resulting from the non-performance or faulty performance of its obligations). HORUS PHARMA is not obliged to repair the harmful consequences of the errors, failures or omissions committed by the Customer. The liability of HORUS PHARMA is limited, for all causes, except for bodily injury and heavy negligence, to a sum limited to the amount before taxes received by HORUS PHARMA for the Products supplied by HORUS PHARMA to the Customer being the subject of a claim or litigation. The Client undertakes to obtain the same waivers from his insurers. 10. RETURN PROCEDURE: All product returns must be subject to the prior approval of HORUS PHARMA. The Customer must contact the Customer Service by mail, e-mail, fax, at the coordinates indicated in article 4.2. The return of Products must be made within a maximum of 14 days after their acceptance by HORUS PHARMA. They must be accompanied by the corresponding delivery note. To benefit from the return, Products that fulfil the following conditions: - be referenced in the HORUS PHARMA catalog on the date of return; - not be unsalable for any reason whatsoever, especially broken, stained, soiled, obsolete items; - be returned in excellent condition in their original packaging intact. The costs and risks of the return of Products are the responsibility of the Customer if the return of the Product is not attributable to a fault of HORUS PHARMA. Any request for return, and in particular in the event of defect or non-conformity of the delivered Products, duly noted by the HORUS PHARMA Customer Service under the conditions specified above, may lead to a replacement or credit at the discretion of HORUS PHARMA, with exception of any compensation or damages. 11. RESERVATION OF PROPERTY: HORUS PHARMA RETAINS FULL AND ENTIRE PROPERTY OF THE GOODS UNTIL THE ENTIRE PAYMENT OF THE INVOICE PRICE. In case of reorganization or liquidation proceedings, the goods may be subject to a claim under the conditions of the aforementioned law. The goods are individualized upon delivery by a specific reference. It is understood that the mere submission of a title creating an obligation to pay, treat or otherwise, does not constitute a payment: the original claim of Horus Pharma on the Customer remaining with all the guarantees attached to it, including the retention of title until the actual remittance of funds in accordance with these GTCS. The Customer must - for the Products which payment has not been made - always ensure that they are identified as property of HORUS PHARMA and particularly can not be confused or be the subject of a claim by third parties. Inventory Products are presumed to be unpaid. The Client further forbid himself to pledge or assign in any form whatsoever, the ownership of the Products as a guarantee. The Products may be, at any time, and without the need for prior notice, taken back - at the expense of the Client - by HORUS PHARMA in the event of non-performance of its obligations by the Customer - without prejudice to the payment, in favor of HORUS PHARMA , neither to any damage as such. HORUS PHARMA and its carrier will therefore be allowed to enter the premises of the Customer to remove the Products covered by the retention of title clause. This procedure is not exclusive of other actions or legal proceedings that Horus Pharma may decide to initiate.  12 COMPLIANCE WITH THE REGULATIONS / MATERIOVIGILANCE: HORUS PHARMA is a pharmaceutical company that manufactures and markets medical devices, medicines and food supplements. Each of the Parties acknowledges having knowledge of the legislation applicable to the Products. The Customer must resell the Products in compliance with the legislation in force. He will make his personal business of obtaining, under his sole responsibility, administrative authorizations and other, possibly necessary for the good exercise of his activity. He undertakes not to sell, or to make sell, Products to any person who does not have the capacity to purchase this type of product in accordance with any applicable legislative provisions. The Customer undertakes to cooperate with HORUS PHARMA in any actions that HORUS PHARMA undertakes to comply with the regulations applicable to the Products. In particular : - the Customer undertakes to set up and maintain a documentary and archiving system, including a register of individual product numbers, lot numbers and the names and addresses of users or resellers for all Products in order to assist HORUS PHARMA in the event of a Product Recall, withdrawal. The Customer agrees, in this regard, to provide to HORUS PHARMA, in accordance with the procedures resulting from the European Directives, any information requested by HORUS PHARMA in relation to any Product that may have caused or contributed to a death or a non-negligible injury, or which is subject to malfunction. - the Customer undertakes to notify HORUS PHARMA of any claim by a user, or of an alleged damage or death of a patient that is related to the use of the Products. In particular : - the Distributor undertakes to report to HORUS PHARMA any incident, risk of incident or other relevant information concerning the Products in accordance with the procedures of materiovigilance, pharmacovigilance or nutrivigilance. - in the event of a Product recall required by HORUS PHARMA or any other competent authority, the Customer undertakes to cooperate with HORUS PHARMA in the implementation of this recall, withdrawaland to comply with the product recall procedures. HORUS PHARMA. HORUS PHARMA will bear all costs and expenses of a recall procedure requested by HORUS PHARMA or resulting from negligence in the manufacture or packaging of the Products by HORUS PHARMA. Customer will bear the costs and expenses in any other recall procedures. The Customer agrees that all decisions regarding product recalls are made exclusively by HORUS PHARMA. In particular, in order to respect the traceability rules of the Products, the Pharmacist or Optician Client, whose function is the resale of the Products to the public, undertakes to resell the Products at retail and not in bulk. 13. CONFIDENTIALITY: The Parties undertake to keep as confidential, all confidential information exchanged between them for the purposes of their business relations under these Terms, until such information falls into the public domain. 14. FORCE MAJEURE: HORUS PHARMA reserves the right to suspend or terminate all or part of the sale of the Products, automatically, in case of force majeure or fortuitous event, such as, in particular, strikes, lockouts, bad weather, the insufficient quantities of the elements on the market necessary for the manufacture of the Products, the impossibility for HORUS PHARMA to be supplied and any prohibition of exploitation which would be ordered by a governmental authority or any cause which would be neither directly nor exclusively attributable. 15. INTELLECTUAL PROPERTY : All the trademarks registered by HORUS PHARMA, and more generally all the intellectual creations (illustration, image, visual, logotype, texts, etc.) used by HORUS PHARMA for the marketing of its Products, their accessories or their packaging, that whether registered or not, are and will remain  exclusive property of HORUS PHARMA. Any total or partial reproduction, modification or use of these trademarks, illustrations, images, visuals and logotypes, for any reason and on any medium whatsoever, is strictly prohibited without the prior written consent of HORUS PHARMA. 16.Personal information: In accordance with the Regulation (EU) 2016/679 on the protection of personal data, you have the following rights to your data: right of access, right of rectification, right to erasure (right to be forgotten), right of opposition, right to limitation of treatment, right to portability. You can also set guidelines for storing, deleting and communicating your personal data after your death. You may, for reasons related to your particular situation, oppose the processing of data concerning you. To exercise your rights, please send your mail to HORUS PHARMA Laboratories, 148 avenue Georges Guynemer, VAR CAP, 06700 Saint-Laurent-du-Var or DPO@horus-pharma.fr. Please attach a copy of a piece of identification. Subject to a breach of the above provisions, you have the right to lodge a claim with the CNIL. 17. APPLICABLE LAW - JURISDICTION: FRENCH LAW IS THE ONLY APPLICABLE ONE TO RELATIONS BETWEEN HORUS PHARMA AND THE CLIENT. ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE INTERPRETATION, EXECUTION AND / OR TERMINATION OF THEIR AGREEMENT SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF THE HEADQUARTERS OF HORUS PHARMA, WHEREVER THE PLACE OF THE ORDER, DELIVERY AND PAYMENT EVEN IN CASE OF A GUARANTEE CALL OR A PLURALITY OF DEFENDERS.

Direct sales Health institutions

1. COMPANY

HORUS PHARMA is an SAS (simplified joint-stock company) with a capital of 2,051,130.20 euros, which head office is located at SAINT LAURENT DU VAR (06700), 148 Georges Avenue Guynemer Cap Var, and registered with the Register of Commerce and Companies of Antibes under the number B445317043, CODE NAF 72.19Z, intra-community VAT: FR 17 445 317 043 (hereinafter HORUS PHARMA). HORUS PHARMA develops, patents and markets pharmaceutical specialties for the health of the eye and the eyelid. Phone number from France: 04 93 19 54 05. Our advisors are available Monday to Friday, 9:00 am to 12:30 pm and 2:00 pm to 6:00 pm.

2. OBJECT

These General Terms and Conditions of Sale (hereinafter "GTCS") constitute the sole basis of the commercial negotiation. They are systematically addressed or given to each Customer when opening an account or placing an order. They apply to all sales of products marketed and distributed by the company HORUS PHARMA (hereinafter "the Products") to public health establishments (hereinafter Client or  Public Client) and to private health establishments (hereinafter referred to as Client or Private Client) under the conditions defined by the Public Health Code. HORUS PHARMA may modify its Terms and Conditions at any time with a TWO (2) month notice from the sending of these Terms to the Customer, before the entry into force of the new GTCS.

Any condition of purchase opposed by the Customer will be, in the absence of express acceptance by HORUS PHARMA, unenforceable to the latter, regardless of when it may have been brought to its attention. The fact that Horus Pharma does not prevail at a given moment in any of these General Terms and Conditions of Sale can not be interpreted as a waiver of any of the said conditions at a later date.

3. TERRITORY

These General Terms and Conditions of Sale apply to deliveries of the Products in France, Corsica and Monaco.

4. ORDERS

To be valid the order must specify the following information: the Customer's contact details (address, name and telephone number), the ACL / CIP code of the Product, the quantity, the product name, the price, the place and the indicative delivery time and / or removal. The customer can order by fax at 04.93.19.54.09 or by e-mail at commande.chirurgie@horus-pharma.fr. The Great Accounts Administration department is open from Monday to Friday from 9:00 am to 12.30 pm and from 2:00 pm to 6:00 pm The orders become final only after acceptance by HORUS PHARMA which can result from the sending of the parcel. The order is irrevocable for the Customer: it can not be modified or cancelled. The order is personal and untransferable. Unless otherwise agreed, the fact of placing an order entails for the Customer full and complete acceptance of the GTCS, the acknowledgment of having full knowledge of them, and the renunciation to avail himself of his own conditions of purchase.

5. PRICE - PAYMENT

5.1 Price: The prices are expressed in euros, exclusive of taxes, shipping and handling not included (unless otherwise stated), based on rates communicated to the Customer on the day of the order. Prices are increased by the VAT applicable on the day of the order. The applicable prices are those in effect on the date of the order. Prices are stipulated free of charge.

5.2 Payment : For each sale, an invoice is issued at the time of delivery. All invoices are payable to the issuer of the invoice. HORUS PHARMA reserves the right, as necessary, to subrogate a third party (bank, factor, etc.) in all its recovery rights. Unless expressly agreed otherwise, payment is made 30 (thirty) days from the invoice date for the Private Client and 50 (fifty) days from the invoice date for the Public Customer by bank transfer. In case of advance payment, no discount will be granted.

5.3 Late payments : In the event of late payment, HORUS PHARMA may suspend all pending orders until the price has been fully paid, without prejudice to any other course of action. Any amount not paid on the due date shown on the invoice entails, by right, from the day following the date of payment on the said invoice, without the need for a letter of formal notice, the payment of late payment penalties at the rate of three (3) times the legal interest rate in effect on the sum due to the principal. A late payment for recovery costs will be automatically due a lump sum of 40 € (FORTY EUROS). In the event that the recovery costs incurred are higher than this fixed rate, additional compensation may be requested, against supporting documents. In case of default of payment within 8 (EIGHT) days after the sending of a letter of formal notice remained unsuccessful, the sale will be cancelled by right at the initiative of HORUS PHARMA, who may request, in summary, if necessary, the return of the Products, and initiate any legal action useful for the purpose of obtaining compensation for its entire prejudice. The cancellation will affect not only the order in question but also all unpaid orders, whether delivered or being delivered and whether or not their payments are due. In case of payment by bill of exchange, the failure to return the bill will be considered as a refusal of acceptance similar to a default of payment. Similarly, when the payment is staggered, the non-payment of a single installment will result in the immediate payment of the entire claim, without prior notice. This sum will then be subject to the late payment interest and costs referred to in Article 5.3.2. In all the preceding cases, the sums that would be due for other delivery, or for any other reason, will become immediately due if HORUS PHARMA does not opt for cancellation of the corresponding orders. Under no circumstances may payments be suspended or be the subject of any compensation asked by the Customer without the prior written consent of HORUS PHARMA. Any partial payment will first be applied to the non-preferred portion of the claim, debt and then to the amounts for which the claim is the oldest.

6. DELIVERY

6.1 Object of delivery: The information contained in HORUS PHARMA's commercial documents is only indicative. HORUS PHARMA reserves the right to modify and / or supplement them at any time to take into account, in particular, the evolution of the technical, regulatory and economic data of its activity and Products. HORUS PHARMA reserves the right to make any changes and / or deletions at any time that it deems useful and / or necessary for its Products and / or services.

6.2 Delivery terms : By "delivery" it is necessary to understand the provision of the Products to the Customer at his place of storage.

6.3 Delivery Time  : HORUS PHARMA makes every effort to ensure that the Customer is delivered with the utmost diligence and in a timely manner. Delivery time communicated during the placing of the order is given only as an indication and its non-compliance can in no way give rise to retention, compensation or cancellation of the order, and whatever the causes, the importance or consequences of the delay. HORUS PHARMA reserves the right to choose the carrier and to modify, if necessary the mode of routing. However, if within 30 (THIRTY) DAYS after the indicative date of delivery, the Product has not been delivered, for any reason other than a case of force majeure, the sale can then be cancelled at the request of HORUS PHARMA or Customer. The Customer may obtain a refund of the deposit possibly paid, with exclusion of any other compensation or damages.

In any event, timely delivery can only occur if the Customer is up to date of obligations with HORUS PHARMA, regardless of the cause.

7. RISK / TRANSPORT

The delivery is deemed made upon receipt of the Products by the Customer and entails transfer of risks to the Customer, notwithstanding the retention of title clause stipulated in Article 11 below.

The customer must carefully check the products received, so that products not compliant with the order and damage and losses are recorded upon receipt, the discharge of the carrier and duly accepted by the latter.

In accordance with Article L 133 - 3 et seq. of the French Commercial Code, it is the Customer's responsibility in the event of damage, loss or missing items, or late deliveries, to notify the carrier of any reservations by registered letter with acknowledgment of receipt within 3 (three) working days after receipt of the Products, and to make any recourse to the responsible carrier.

8. COMPLAINTS

It is the responsibility of the Customer to receive and check the Products as soon as they are delivered. Customer's complaints about the condition of the Products upon receipt or the nonconformity of the Products delivered with the Products ordered (or the packing slip) must be formulated to HORUS PHARMA by registered mail with acknowledgment of receipt within 3 ( THREE) DAYS of receipt of the Products. It is up to the Customer to provide any justification as to the reality of the anomalies, missing parts, apparent defects found. After this period, any product that has not been subject to reservations will be considered compliant and considered accepted by the Customer, who will therefore be deprived of any recourse against HORUS PHARMA. In addition, in accordance with the provisions of Article L442-6, I, 8 ° of the Commercial Code, HORUS PHARMA can not be imposed by the Customer a refusal or a return of goods without having been able to check the reality of corresponding grievance. Consequently, any return of Products must have  express and prior agreement of HORUS PHARMA.

9. WARRANTY-LIABILITY

9.1 Extent: The products distributed by HORUS PHARMA are subject to the legal conditions provided for in articles 1641 et seq. of the Civil Code. Under this warranty and in the case of reasoned and justified claim, HORUS PHARMA undertakes to replace the defective Product. To benefit from the warranty, all Products must first be submitted to HORUS PHARMA whose agreement is essential for both the return and the replacement.

9.2 Exclusions / limitations: Since the Client is professional, he is deemed to know all the technical information relating to the Products, their design and their destination. It is also deemed to verify the Products upon receipt, in accordance with Article 8.

Consequently, the responsibility of HORUS PHARMA can not in any case be engaged, nor even sought in case of visible defects, or of use of the Products which would not be in conformity with their destination.

Defects and / or deterioration caused by natural wear, negligence, improper storage or use of the Products are also excluded; Defects and / or damage caused by a modification of the Product not authorized by HORUS PHARMA, are excluded ,whether done by the Customer or by a third party. The responsibility of HORUS PHARMA can not under any circumstances be held for events occurring during transport, destruction, damage, loss or theft, even if HORUS PHARMA has entrusted the transport of the Products to the carrier which is revealed to be causing the damage. It is  Customer's responsibility to make reservations to the carrier in accordance with Article 7

HORUS PHARMA's liability is limited to direct material damage resulting from faults that are directly and exclusively attributable with exclusion of any indirect or immaterial damage (losses of operation, profit, chance, business or benefice, commercial prejudice, loss of earning, loss of customers, in relation to or resulting from the non-performance or faulty performance of its obligations). HORUS PHARMA is not obliged to repair the harmful consequences of the errors, failures or omissions committed by the Customer. The liability of HORUS PHARMA is limited, for all causes, except for bodily injury and heavy  negligence, to a sum limited to the amount before taxes received by HORUS PHARMA for the Products supplied by HORUS PHARMA to the Customer, being the subject of a claim or litigation. The Client undertakes to obtain the same waivers from his insurers.

10. RETURN PROCEDURE

All product returns must be subject to the prior approval of HORUS PHARMA. The Customer must contact the Great Accounts Administration Department by mail, e-mail or fax at the coordinates indicated in article 4.

The return of Products must be carried out within a maximum of FOURTEEN (14) days from their acceptance by HORUS PHARMA. They must be accompanied by the corresponding delivery note. To benefit from the return, Products that fulfill the following conditions: be referenced in the HORUS PHARMA catalog on the date of return; not be unsaleable for any reason whatsoever, including broken, stained, soiled, expired items; be returned in excellent condition in their original packaging intact. The costs and risks of the return of Products are the responsibility of the Customer if the return of the Product is not attributable to a fault of HORUS PHARMA. Any request for return, and in particular in case of defect or non-conformity of the delivered Products, duly recorded by HORUS PHARMA’s Great Accounts Administration Department under the conditions provided above, may give rise to a replacement or a credit note , at the discretion of HORUS PHARMA, excluding any compensation or damages.

11. RESERVATION OF PROPERTY

HORUS PHARMA RETAINS FULL AND ENTIRE PROPERTY OF THE GOODS UNTIL THE ENTIRE PAYMENT OF THE INVOICE PRICE.

In case of reorganization or liquidation proceedings, the goods may be subject to a claim under the conditions of the aforementioned law. The goods are individualized upon delivery by a specific reference.

It is understood that the mere submission of a title creating an obligation to pay, treat or otherwise, does not constitute a payment: the original claim of Horus Pharma on Customer remaining with all the guarantees attached to it, including the retention of title until the actual remittance of funds in accordance with these GTCS.

The Customer must - regarding Products which payment has not been made - always ensure that they are identified as property of HORUS PHARMA and particularly can not be confused or claimed by  third parties. Inventory Products are presumed to be unpaid. The Client further forbids himself to pledge or assign in any form whatsoever, the ownership of the Products as a guarantee.

The Products may be, at any time, and without the need for prior notice, taken back - at the expense of the Client - by HORUS PHARMA in the event of non-performance of obligations by the Customer - without prejudice to the payment, in favor of HORUS PHARMA, neither prejudice to any damage as such. HORUS PHARMA and its carrier will therefore be allowed to enter the premises of the Customer to remove the Products covered by the retention of title clause. This procedure is not exclusive of other actions or legal proceedings that Horus Pharma may decide to initiate.

12. COMPLIANCE WITH REGULATIONS / MATERIOVIGILANCE

HORUS PHARMA is a pharmaceutical company that manufactures and markets medical devices, medicines and food supplements. Each of the Parties acknowledges having knowledge of the legislation applicable to the Products.

The Customer must resell the Products in compliance with the legislation in force. He will make his personal business of obtaining, under his sole responsibility, administrative authorizations and other, possibly necessary for the good exercise of his activity.

He undertakes not to sell, or to make sell, Products to any person who does not have the capacity to purchase this type of product in accordance with any applicable legislative provisions.

The Customer undertakes to cooperate with HORUS PHARMA in any actions that HORUS PHARMA undertakes to comply with the regulations applicable to the Products. In particular :

the Customer undertakes to set up and maintain a documentary and archiving system, including a register of individual product numbers, lot numbers and the names and addresses of users or resellers for all Products in order to assist HORUS PHARMA in the case of a product recall, withdrawal. The Customer agrees, in this regard, to provide to HORUS PHARMA, in accordance with the procedures resulting from the European Directives, any information requested by HORUS PHARMA in relation to any Product that may have caused or contributed to a death or a non-negligible injury, or which is subject to malfunction.

The Customer undertakes to notify HORUS PHARMA of any claim by a user, or of any alleged damage or death of a patient that is related to the use of the Products. In particular, the Distributor undertakes to report to HORUS PHARMA any incident, risk of incident or other relevant information concerning the Products in accordance with the procedures of materiovigilance, pharmacovigilance or nutrivigilance.

In the event of a recall of a Product required by HORUS PHARMA or any other competent authority, the Customer undertakes to cooperate with HORUS PHARMA in the implementation of this recall, and to comply with the recall, withdrawal procedures of HORUS PHARMA. HORUS PHARMA will bear all costs and expenses of a recall procedure requested by HORUS PHARMA or resulting from negligence in the manufacture or packaging of the Products by HORUS PHARMA. Customer will bear the costs and expenses in any other recall procedures. The Customer agrees that all decisions regarding product recalls are made exclusively by HORUS PHARMA.

In particular, in order to respect the traceability rules of the Products, the Pharmacist Client, whose function is the resale of the Products to the public, undertakes to resell the Products at retail and not in bulk.

13. CONFIDENTIALITY

The Parties undertake to keep as confidential, all confidential information exchanged between them for the purposes of their business relations under these GTCS, until such information falls into the public domain.

14. FORCE MAJEURE

HORUS PHARMA reserves the right to suspend or terminate all or part of the sale of the Products, automatically, in case of force majeure or fortuitous event, such as, in particular, strikes, lockouts, bad weather, the insufficient quantities of the elements on the market necessary for the manufacture of the Products, the impossibility for HORUS PHARMA to be supplied and any prohibition of exploitation which would be ordered by a governmental authority or any cause which would be neither directly nor exclusively attributable.

15. INTELLECTUAL PROPERTY

All the trademarks registered by HORUS PHARMA, and more generally all the intellectual creations (illustration, image, visual, logotype, texts, etc.) used by HORUS PHARMA for the marketing of its Products, their accessories or their packaging, that whether registered or not, are and will remain the exclusive property of HORUS PHARMA. Any total or partial reproduction, modification or use of these trademarks, illustrations, images, visuals and logotypes, for any reason and on any medium whatsoever, is strictly prohibited without the prior written consent of HORUS PHARMA.

16. PERSONAL DATA

In accordance with the Regulation (EU) 2016/679 on the protection of personal data, you have the following rights to your data: right of access, right of rectification, right to erasure (right to be forgotten), right of opposition, right to limitation of treatment, right to portability. You can also set guidelines for storing, deleting and communicating your personal data after your death.

You may, for reasons related to your particular situation, oppose the processing of data concerning you.

To exercise your rights, please send your mail to HORUS PHARMA Laboratories, 148 avenue Georges Guynemer, VAR CAP, 06700 Saint-Laurent-du-Var or DPO@horus-pharma.fr. Please attach a copy of a piece of identification.

 Subject to a breach of the above provisions, you have the right to lodge a claim with the CNIL.

17. APPLICABLE LAW - JURISDICTION

FRENCH LAW IS THE ONLY APPLICABLE ONE TO RELATIONS BETWEEN HORUS PHARMA AND THE CLIENT. ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE INTERPRETATION, EXECUTION AND / OR TERMINATION OF THEIR AGREEMENT SHALL BE BROUGHT BEFORE THE COMMERCE COURT OF THE HEADQUARTERS OF HORUS PHARMA, WHATEVER THE PLACE OF THE ORDER, DELIVERY AND PAYMENT EVEN IN CASE OF A GUARANTEE CALL OR A PLURALITY OF DEFENDERS.