1. General terms of supply

1.1 These General Terms of Supply (hereinafter the Terms, the Terms of Supply, the Rules) are an integral part of the Contract, the Contract-Invoice, the corresponding invoices and specifications for the supply of the Goods. Signing the relevant Contract and/or Specification, as well as payment by the Buyer of the issued Contract-Invoice and/or invoice, mean the full and unconditional consent of the parties to the application of these Terms to the regulation of the relationship between the Supplier and the Buyer within the framework of the supply/supplies being carried out. From that moment the parties acknowledge that the said Terms have the character of a Contract for them. The Buyer confirms that they have read and agree with the Terms of Supply. These Terms of Supply are published at: https://splatglobal.com/shop/b2b-delivery-rules.

1.2 The Contract, the Contract-Invoice, the Specification and/or the invoice, as well as these Terms of Supply, constitute a single agreement of the parties on the supply of goods. In the event of contradictions between the terms of the Contract, the Contract-Invoice, the Specification and/or the invoice and the provisions of these Terms, the terms of the Contract, the Contract-Invoice, the Specifications and/or the invoice shall prevail.

1.3 The relations of the Parties are governed by the Terms in the version in force on the date of the Contract, the Contract-Invoice or the invoice, or the Specification. The Buyer agrees that the Supplier has the right at any moment unilaterally to make amendments and additions to these Terms. The said amended/supplemented Terms become binding on the Buyer in respect of the Contract, the Contract-Invoice, the Specifications and/or the invoice concluded during the period of validity of the Terms in the version preceding the said amendments/additions, upon the expiry of 30 days from the date of their publication at: https://splatglobal.com/shop/b2b-delivery-rules.

If, within 30 days from the date of publication of the amended/supplemented Terms, the Buyer declares disagreement with their application to the relevant Specification (agreed supply) that has not been performed at the time the Supplier makes the amendments/additions to the Terms, in respect of goods paid for in the amount of 100% of the payment, the relations of the Parties shall be governed by the Terms in the version preceding the said amendments/additions.

1.4 In accordance with clause 1 of Article 428 of the Civil Code of the Russian Federation, this Contract is a form defining the terms of a contract of adhesion.

1.5 The rules and conditions of delivery of the Goods and the terms of warranty and after-sales service of the Goods are carried out in accordance with the Supplier’s policy on delivery, warranty and after-sales service and form an integral part of these General Terms of Supply.

2. Definitions

2.1. Goods are those goods that are specified in the Contract, the Contract-Invoice, the Specification and/or the invoice, namely: individual consignments of medical devices, including dental materials, instruments and Equipment.

2.2. Parties – the Supplier and the Buyer specified in the Contract, the Contract-Invoice, the Specification and/or the invoice.

2.3. Supplier – the Supplier specified in the Contract, the Contract-Invoice, the corresponding Specification and/or the invoice.

2.4. Buyer – the Buyer specified in the Contract, the Contract-Invoice, the corresponding Specification and/or the invoice.

2.5. Specification – an agreement between the Supplier and the Buyer, including all annexes thereto, under which the Supplier is obliged to supply the quantity and item range of Goods agreed by the parties at the stated price, and the Buyer is obliged to accept and pay for them.

2.6. Contract-Invoice – an agreement between the Supplier and the Buyer combining in itself the contract, the Specification and the invoice for payment, under which the Supplier is obliged to supply the Goods and the Buyer to accept and pay for them.

2.7. Offer – the Supplier’s proposal to sell the Goods, expressed in any of the following ways: (a) issuing an invoice for payment of the Goods to the Buyer; (b) sending the Buyer a Contract-Invoice and/or Specification; (c) posting on the Supplier’s website an offer to purchase the Goods with an indication of their price, confirmed by the Supplier’s notice of readiness to supply the Goods.

2.8. Acceptance – actions of the Buyer that unambiguously and unconditionally evidence consent to purchase the Goods in the manner and on the terms provided for by these Terms. Such actions include, but are not limited to, any of the following: (a) payment of the invoice; (b) signing and/or payment of the Contract-Invoice; (c) signing of the Specification; (d) signing of the delivery note or the universal transfer document (UTD); (e) actual acceptance of the Goods; (f) sending the Supplier a request for the supply of the Goods; (g) performance of other implied actions.

2.9. Request – an electronic order placed by the Buyer using the online store website, containing information about the selected product, quantity, method of payment and delivery, sent to the Seller for subsequent confirmation.

The minimum order amount is 3,000 IQD.

3. Supply

3.1. In accordance with these Terms, the Supplier undertakes to supply, and the Buyer to accept and pay for, the Goods in the assortment, quantity, at the price and within the time limits specified in the documents for the supply and payment of the goods (invoices, VAT invoices, delivery notes, universal transfer documents (hereinafter – UTD)). The Parties may also draw up a Specification for the Goods supplied.

3.2. The Supplier guarantees that the Goods belong to it by right of ownership, are not pledged, are not subject to seizure, are free from the rights of third parties, and were imported into the territory of the Russian Federation in compliance with all rules established by the legislation of the Russian Federation.

3.3. The Buyer, in making the purchase, declares that they are not a consumer within the meaning of the Law of the Russian Federation No. 2300-1 of 07.02.1992 “On Protection of Consumer Rights”. The Goods are purchased by the Buyer not for personal, family, household or other similar needs, but exclusively for needs related to the conduct of entrepreneurial and/or professional activity. The Parties declare that this contract is not a retail purchase and sale contract (Article 492 of the Civil Code of the Russian Federation), but a contract of supply of goods (Article 506 of the Civil Code of the Russian Federation) for their use in entrepreneurial activity.

3.4. The Buyer is aware of all the functional properties of the Goods and bears the risk of their non-compliance with their own expectations, wishes and needs. The presence of such non-compliance cannot be grounds for refusing to accept the Goods or for making claims. The Buyer guarantees that, when placing and agreeing the Order and/or paying for the Goods, they requested from the Supplier in advance all documents and information about the Goods that were of interest to them. The Buyer is not entitled to refer to not having familiarised themselves with the characteristics, documents and information about the Goods.

4. Time limits and terms of supply

The Supplier ships the goods to the Buyer only upon fulfilment of the payment terms for the goods in accordance with Section 5 of these Terms. Shipment of the goods is carried out in one of the following ways (as agreed with the Seller):

4.1. By handing the Goods over to a freight carrier or to an employee of an engaged courier service from the Supplier's warehouse located at: Moscow Region, Istra Municipal District, village of Davydovskoye, Kulon-Istra industrial park

4.1.1. Delivery of goods to Buyers is carried out in accordance with the terms stated on the Supplier's website in the Services / Delivery section. The delivery terms are published at: https://splatglobal.com/shop/b2b-delivery-rules.

4.1.2. Delivery of goods to the Buyer may be carried out either for a separate fee or may be included in the price of the goods — depending on the delivery terms stated on the Supplier's website in the Services / Delivery section.

4.2. In all of the above cases the Goods are assembled and packed by the Supplier.

4.3. Loading of the Goods at the Supplier's warehouse is performed by the Supplier and is included in the price of the Goods.

4.4. Unloading operations are performed by the Buyer using its own resources and means.

4.5. Acceptance and transfer of the Goods is confirmed by the Parties (authorised representatives of the Parties) signing the goods delivery documents (delivery notes or universal transfer documents (UTD)) without remarks. The Parties' use of the UTD does not restrict their right to use other forms of primary accounting documentation provided for by the applicable legislation of the Russian Federation. Amounts in the goods delivery documents (delivery notes or UTD) are expressed in Russian roubles. Acceptance of the goods by the Buyer from the Supplier is carried out within the time limits agreed by the Parties, but may not exceed 30 (Thirty) minutes from the moment the goods are handed over to the Buyer by the Supplier (excluding large medical equipment, the acceptance of which shall take no more than 60 (Sixty) minutes from the moment the goods are handed over to the Buyer by the Supplier). The date of delivery of the Goods is the date of the goods delivery documents (delivery notes or UTD, consignment notes) signed by the authorised representatives of the Parties or by the freight carrier.

4.6. When accepting the Goods, the Buyer checks the Goods for conformity with the Contract, the Contract-Invoice or the invoice, the Specification (order), and with the goods delivery documents (delivery notes or UTD):

4.7. Acceptance of the Goods is carried out by an authorised representative of the Buyer. An authorised representative of the Buyer is a person acting on the basis of a duly executed power of attorney on behalf of the Buyer, i.e. a power of attorney executed in accordance with the legislation of the Russian Federation in force at the time of the acceptance and transfer of the Goods.

4.8. Acceptance of the Goods by the Buyer is carried out in accordance with the «Instruction on the procedure for the acceptance of products of industrial and technical purpose and consumer goods by quantity», approved by Resolution of the USSR State Arbitration Board No. P-6 of 15.06.65 (as amended on 14.11.74), and the «Instruction on the procedure for the acceptance of products of industrial and technical purpose and consumer goods by quality», approved by Resolution of the USSR State Arbitration Board No. P-7 of 25.04.66 (as amended on 14.11.74).

4.9. Title to the Goods passes to the Buyer from the moment the Goods are handed over to the Buyer (or to its representative, or to the freight carrier) and the goods delivery documents (delivery notes or UTD) are signed by the authorised representatives of the Parties (or by the freight carrier).

4.10. If defects of the Goods are discovered in terms of quantity (shortage/surplus) or quality, the Buyer shall immediately, but in any case no later than within 5 business days from the moment of acceptance of the Goods, notify the Supplier's representative thereof by e-mail or fax, with the mandatory drawing up of a Report on the shortage/surplus of goods or a Report on the defects discovered. The Reports must state:

a) In the event of a shortage/surplus of the Goods being discovered:

b) In the event of defects in the quality and completeness of the Goods being discovered:

4.11. The Report on the shortage/surplus of the Goods, as well as the Report on the defects discovered upon acceptance of the Goods by inspecting the external condition of the packaging of the Goods, must be drawn up within 5 business days from the moment of receipt of the Goods from the Supplier or the freight carrier and handed over to the Supplier within 5 business days.

4.12. If hidden defects are discovered in Goods with warranty service or storage periods, the Buyer draws up a Report on hidden quality defects of the Goods within 5 business days from the moment the defects are discovered, but no later than the end of the established warranty period. Hidden defects are defects that could not have been discovered during the quality inspection customary for that type of Goods and were revealed only in the course of processing, preparation for installation, installation, testing, use and storage of the Goods.

4.13. The risk of accidental loss of the Goods is borne by the owner of the Goods.

4.14. If the goods are delivered to the Buyer through an engaged courier service or freight carrier, the acceptance and transfer of the Goods from the Supplier to the Buyer is confirmed by the signing of a delivery note/consignment note or UTD by the authorised representatives of the courier service or the freight carrier; in this case the authorised person of the courier service or of the freight carrier signs the shipping documents (delivery note/consignment note or UTD) and also provides a document confirming their authority (a power of attorney).

4.15. If the goods are delivered by an engaged courier service or freight carrier, title to the goods passes from the Supplier to the Buyer from the moment the authorised representatives of the courier service or of the freight carrier sign the delivery note/consignment note or UTD; the risks of accidental loss of or damage to the goods/packaging are borne by the owner.

4.16. If the goods are delivered by an engaged courier service or freight carrier, the Supplier is deemed to have fulfilled its obligations to hand over the goods to the Buyer from the moment the authorised representatives of the courier service or of the freight carrier sign the delivery note/consignment note or UTD.

4.17. Under these Terms the Buyer has the right to return defective, substandard and incomplete goods. The goods are returned by the Buyer in compliance with clauses 4.10(b), 4.11, 4.12 of these Terms. The return is documented in accordance with the applicable legislation of the Russian Federation.

4.18. Under these Terms the Buyer undertakes to return to the Supplier the original Contract, Contract-Invoice, Specification, delivery notes or UTD for the Goods, signed by the Buyer's authorised person, within 10 (ten) business days from the date of delivery of the Goods to the Buyer. If, within 10 (ten) business days from the date of delivery of the Goods to the Buyer, the documents signed by the authorised person, as well as the delivery notes or UTD for the Goods, are not returned to the Supplier and the Buyer does not send a written reasoned refusal to sign the delivery notes or UTD for the Goods within the said period, such Goods are deemed accepted on the terms contained in the copy of the Contract, Contract-Invoice, Specification, delivery note or UTD signed by the Supplier unilaterally. This copy of the Contract, Contract-Invoice, Specification, delivery note or UTD signed by the Supplier unilaterally shall have full legal force confirming the proper performance of the Supplier's obligations in full and within the agreed time limits.

5. Quality and completeness

5.1. The quality of the supplied Goods must comply with the requirements of the applicable legislation of the Russian Federation and is confirmed, in the cases provided for by law, by quality and conformity certificates/declarations. The warranty for equipment is established by the manufacturer. The warranty period is calculated from the date of the equipment installation certificate or from the date of sale if the medical device or equipment does not require installation. If equipment is purchased for further resale, the warranty period is calculated from the date the equipment is put into operation (the date of the installation certificate) or from the date of sale. If the equipment is purchased for stock, the Supplier grants the Buyer three months from the date of issue of the goods issue note to sell the goods, after which the warranty period begins.

5.2. The packaging in which the Goods are shipped must comply with the standards established by the manufacturer of the Goods and with the regulations of the legislation of the Russian Federation and, provided the cargo is handled properly, must ensure its safety during transportation, transhipment and storage.

5.3. The remaining shelf life of the goods at the moment of their transfer (shipment) must be at least 60% of the total shelf life indicated on the packaging. Delivery of goods with a shorter remaining shelf life is possible only with the Buyer's prior consent.

5.4. In the event of the separate purchase of Goods (equipment) whose operability depends on specific technical parameters of personal computers and third-party software, the quality of the Goods cannot be guaranteed by the Supplier or the manufacturer.

5.5. If Goods of adequate quality are technically complex equipment, they are not exchanged and/or returned by the Seller.

6. Rights and obligations of the parties

6.1. The Supplier is obliged:

6.1.1. To ship the Goods in good time in accordance with these Delivery Terms;

6.1.2. To make up for any short delivery of the Goods within a reasonable period agreed by the parties;

6.1.3. If delivery of the Goods is impossible, the Supplier has the right to refund the funds received from the Buyer without any measures of liability being applied to the Supplier.

6.2. The Buyer is obliged:

6.2.1. To pay for the delivered goods within the time limits and in the amount determined by section VII of these Delivery Terms;

6.2.2. To ensure the safekeeping of the delivered goods (safe custody) if, in accordance with the law or other legal acts, it refuses the Goods handed over by the Supplier, and to notify the Supplier thereof in writing without delay.

6.2.4. To reimburse the Supplier for the expenses and losses incurred due to excess storage of the goods caused by the Buyer's failure to collect the delivered goods in good time, in the amount of 0.5 (zero point five per cent) of the value of the Goods for each day of storage beyond 5 business days.

7. Price of the goods and payment procedure

7.1. The Buyer pays for the goods delivered by the Supplier in accordance with the issued Contract-Invoice, Specification, or invoice for the consignment of goods, in the amount stated in the invoice. The price of the Goods is determined as: the total amount of the invoice, Contract-Invoice or Specification including VAT at the applicable rate, except in cases where the goods are not subject to VAT. Packaging is included in the price of the Goods.

7.2. The price of the Goods is set in Roubles. The price of the Goods is stated in the Contract, the Contract-Invoice, the Specification, the invoices for payment and the goods delivery documents (delivery notes or UTD).

7.4. The Buyer pays for the goods delivered by the Supplier as follows:

7.5. If the Supplier grants the Buyer a deferral of payment (subject to the provisions of clause 7.3 of these Terms) for the delivered Goods, the invoice for which is issued in a foreign currency, then when paying such an invoice the Buyer applies the following condition:

7.6. Settlements between the Parties are made by transferring non-cash funds in Russian roubles to the Supplier's settlement account. The date of payment for the Goods is deemed to be the date the funds are credited to the Supplier's settlement account.

7.7. If the Supplier has breached the terms of payment for the goods set out in these Delivery Terms, namely the terms of clauses 7.3, 7.4, 7.5, 7.6, the Supplier has the right not to ship either the Buyer's orders that have already been made up and are ready for shipment or newly received orders from the Buyer.

8. Liability of the parties

8.1. In the event of non-performance or improper performance of its obligations under the Contract, the Party at fault shall compensate the injured Party for the losses caused by such non-performance or improper performance of the obligations provided for by these Terms. The amount of losses subject to compensation is determined in accordance with the rules of Article 15 of the Civil Code of the Russian Federation.

8.2. For refusing to accept the Goods delivered within the time limits agreed by the Parties to the Contract, the Buyer shall pay the Supplier a penalty of 10% (ten per cent) of the value of the delivered Goods according to the goods delivery documents (delivery notes or UTD). The Supplier shall also have the right to suspend performance of its obligations provided for by these Terms, or to refuse to perform them unilaterally and out of court by sending a written notice to the Buyer, and to demand compensation for losses in connection with the circumstances specified in this clause. The said right of the Supplier extends, inter alia, to all other deliveries agreed and accepted by the Buyer under these Terms.

8.3. Payment of a penalty and compensation for losses does not release the Party at fault from performing its obligations under the Contract, the Contract-Invoice, the Specification, the invoice, or these Terms.

8.4. In the event of late payment by the Buyer of the amounts provided for by section VII of these Delivery Terms, the Seller is released from liability for late delivery of the Goods and has the right to suspend further shipment of the Goods both under newly received orders from the Buyer and under orders already made up and ready for shipment.

8.5. If violations of the packaging (including additional packaging) and marking are discovered upon acceptance of a consignment of goods from the carrier, the Supplier has the right not to satisfy the Buyer's claims regarding short delivery of the agreed quantity of Goods. In this case liability is borne by the carrier (the transport company). The Parties have agreed that the proper method of sending a claim is to send it by e-mail and fax.

8.6. The provisions of part 2 of Article 317.1 of the Civil Code of the Russian Federation (the Civil Code) do not apply to the relations of the Parties in connection with the supply of Goods under these Terms.

9. Force majeure

9.1. Neither Party under these Delivery Terms shall be liable to the other Party for non-performance of obligations caused by circumstances arising beyond the will and desire of the parties which cannot be foreseen or avoided, including declared or actual war, civil unrest, epidemics, blockade, earthquakes, floods, fires and other natural disasters or other circumstances which civil law classifies as force majeure.

9.2. If force majeure circumstances last more than 15 calendar days, the Parties shall additionally agree on the procedure for performing the obligations or shall have the right to refuse the delivery in the manner provided for by the applicable civil legislation of the Russian Federation.

9.3. A Party that fails to perform its obligation as a result of force majeure must immediately notify the other Party of the impediment and its effect on the performance of the obligations governed by these Delivery Terms.

10. Terms and periods

10.1. These Delivery Terms enter into force and become binding on the Parties as a result of their performing actions interpreted under these Terms as an offer and/or acceptance. The said terms remain in effect until the parties have fully performed their obligations regarding the delivery of the goods.

10.2. Any new delivery of Goods between the parties means unconditional and full consent to the application of the Delivery Terms and their binding force for the Parties in respect of the deliveries carried out.

10.3. The Parties have the right, unilaterally and out of court in accordance with Article 310 of the Civil Code of the Russian Federation, to refuse to perform these Delivery Terms, which means the parties' refusal of the delivery of the Goods as a whole and the termination of the Goods delivery transaction. Such refusal shall be valid if it complies with the rules of the applicable legislation of the Russian Federation and the provisions of these «Delivery Terms», but in any case only subject to written notice to the other party of its intention to refuse to perform its obligations under the transaction (related transactions) no later than 30 (Thirty) calendar days before the intended date of refusal and the full performance of its obligations in respect of the deliveries made or accepted. The parties are obliged to complete all mutual settlements with each other before the date of refusal. All

orders for the delivery of Goods received from the Buyer before the date of refusal to perform this Contract and fulfilled by the Supplier are subject to payment by the Buyer in full.

10.4. If, as a result of the issuance of an act by a state authority or a local self-government body, the performance of these Delivery Terms becomes impossible in whole or in part, they cease to be in effect in whole or in the relevant part, including by way of amendments being made to the Delivery Terms or their approval by the Supplier in a new version.

11. Confidentiality

11.1. The Parties undertake not to disclose information of a confidential nature that has become known to them in the course of negotiations and the carrying out of deliveries, including information concerning business activities, and not to use such information to each other's detriment.

11.2. Confidential information means any information regarding the financial or commercial position of the Parties, or any other information expressly designated by the parties as confidential.

11.3. The Parties bear liability in accordance with the legislation of the Russian Federation for the disclosure of confidential information, except where such information has been obtained from the mass media.

11.4. The information contained in the Contract, the Contract-Invoice and the Specification is confidential, i.e. it may not be disclosed to third parties without the written permission of the parties for 5 years after the completion of the delivery made under or in performance of the said documents, except in the cases provided for by the applicable legislation of the Russian Federation.

12. Final provisions

12.1. These Delivery Terms, the Contracts, Contract-Invoices, Specifications and invoices for payment drawn up by the parties in performance of their delivery obligations express all the terms of delivery and the understanding between the Parties in respect of all matters mentioned herein; all previous discussions, promises and representations between the parties, if any, cease to be valid and are replaced by the foregoing text.

12.2. In all other matters not provided for by these Terms, the Contracts, the Contract-Invoices or the Specifications, the parties shall be guided by the applicable legislation of the Russian Federation.

12.3. Neither Party has the right to transfer its rights and obligations in respect of a delivery carried out in accordance with these Delivery Terms without the prior written consent of the other Party.

12.4. Disputes and disagreements arising in the course of deliveries carried out in accordance with these Delivery Terms are settled through negotiations, and if no agreement is reached — in the Arbitration Court of the City of Moscow.

12.5. The Parties may sign any documents within the framework of work under these Supply Terms by means of an electronic digital signature (EDS). Documents signed with an EDS are recognised by the Parties as equivalent to paper documents bearing a handwritten signature, provided that a separate Agreement is executed in paper form on the recognition of documents signed with an EDS as equivalent to paper documents bearing a handwritten signature. The Agreement shall define the type of EDS and the list of documents that may be signed by the parties to the Contract using an EDS.

12.6. The exchange of electronic messages sent by the Parties to each other via the e-mail address specified in the details, or specified on the Parties' official letterheads and websites, as well as via the e-mail of the Parties' authorised persons, is recognised by the Parties as a proper means of transmitting documents and legally significant messages.

Legally significant messages and documents, including scanned copies, transmitted to the said e-mail addresses have legal force for the Parties, which does not release the Parties from sending each other the originals of the said documents, in particular primary accounting documents. An electronic message is deemed received from the moment when the Party to which the message is addressed has had the possibility of accessing it, namely from the moment the electronic message arrives at the mail server used by the addressee Party to receive e-mail. Any files attached to an electronic message (attachments) form an integral part of that electronic message.

The Parties have agreed that all legally significant messages and documents approved and/or signed by a Party in the course of performance of the Contract and transmitted by other electronic means of communication, including messengers, the information exchange system through the Buyer's personal account and other electronic services provided by the Supplier, as well as similar applications on a telephone or computer, shall have legal force provided that the message sent makes it possible to establish that it originates from a Party to the Contract (including representatives of a Party to the Contract).

Where, in the course of performance of the Contract, the Parties use for the exchange, storage and approval of documents an electronic document management system located on the servers of one of the Parties or of third parties, the Parties recognise the legal and evidentiary force of the documents transmitted to each other through such systems, as well as of the actions of transmission, approval and refusal of approval performed in such a system. Actions performed in such a system are deemed to have been performed on behalf of the Party by an authorised person.

12.7. The Parties have agreed that, in the event of negotiations and/or of any disputes, unless otherwise provided by separate written agreements between the Parties, they shall be governed by these Terms as terms having superior legal force.

12.8. Any official and unofficial correspondence between the Parties and the Parties' officers preceding these Terms shall cease to have effect from the moment these Terms enter into force. Any official and unofficial correspondence between the Parties and the Parties' officers made after these Terms enter into force shall have lesser legal force than the Terms