GENERAL TERMS AND CONDITIONS OF SALE

MACHINES AND ASSOCIATED SERVICES

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1. PREAMBLE

Unless otherwise agreed in writing, all our quotations, agreements, or contracts are subject to the terms of these general conditions, based on those of the union of production technology companies, codifying the commercial practices of the professions grouped within it.

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These general conditions comply with the rules of contract law, competition law, and the Vienna Convention. They define the rights and obligations of both parties and are intended to apply to all contractual relations between the "Supplier" and the "Customer".

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In accordance with Article L441-6 of the Commercial Code, these general conditions constitute "the basis of commercial negotiation". They form the legal basis of the contract.

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The term "written", within the meaning of these general conditions, refers to any document established by any means, including on paper or electronically.

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2. FORMATION OF THE CONTRACT

The contract includes the following contractual documents in descending order of importance:

• the specific conditions agreed between the parties, and/or the order expressly accepted; or the contract

• the Supplier's offer

• these general conditions

The contract comes into effect upon signature or when the Supplier has expressly accepted the Customer's order, and in any case after receipt of the deposit.

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2.1 Amendments.

Any modification of the contract requested by one party is subject to the written acceptance of the other party. If these modifications have an impact on the technical market data, the main clauses must be reconsidered, especially regarding prices and deadlines.

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2.2 Cancellation.

The order expresses the Customer's consent irrevocably. Therefore, the Customer cannot cancel it unless there is express and prior agreement from the Supplier. Consequently, if the Customer requests the cancellation of all or part of the order, the Supplier shall be entitled to demand the execution of the contract and full payment of the amounts stipulated therein.

In the event of an amicable termination of the contract, the Customer must compensate the Supplier for all expenses incurred and for all direct and indirect consequences arising therefrom. In addition, any advances already paid shall remain acquired by the Supplier as a first indemnity.

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3. COOPERATION OF THE PARTIES

The completion of equipment, when designed or adapted according to the specific needs of the Customer, can only be completed through close cooperation of the parties in all phases of the project's progress.

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3.1 Supplier's Duties

The Supplier will take into account the Customer's requests and respect them, within the limits of feasibility, the contract, the technical standards in force, and the rules of the trade.

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It will inform the Customer, within the limits of its technical knowledge, of the constraints of realization and the possible effects it may know related to the use of the equipment, notably the installation conditions, the necessary qualification and training of the operators.

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The Supplier is responsible for providing only the materials specified and quantified in the contract (obligation of conformity to the specifications) and which therefore do not include, notably, site development works (e.g., civil engineering, fluid supply, mechanical, electrical, pneumatic connections, and telecommunication networks).

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If the Supplier deems that modifications are likely to improve the quality of the materials, it reserves the right to modify their characteristics, even after acknowledgment of receipt of the order, during design, assembly, testing, and industrial production startup at the Customer's premises.

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In case of delay in making the materials available at the Supplier's premises, exclusively due to the Supplier, a penalty may be applied if it has caused actual damage, ascertained by mutual agreement. It shall be a lump sum and liberating penalty, and no other amount may be claimed on this basis from the Supplier. The penalty shall not exceed 0.5% per full week of delay, starting from the end of the second week and capped at 5% of the price defined in paragraph 8, excluding service fees.

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3.2 Customer's Duties

The Customer is obliged to provide all complete, accurate, and reliable information and data concerning, in particular, its clearly expressed needs, the conditions of operation and environment of the equipment (site access conditions), the composition and specificities of the products it will process with the equipment.

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Representative samples of the production, in quantity and specified deadlines in the specific conditions, may be necessary. The Customer shall, at its own expense, provide the Supplier with all materials, consumables, fluids, energies, and competent personnel in sufficient numbers necessary for these tests, carried out in compliance with hygiene and workplace safety measures.

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The satisfaction of the Customer's needs will depend largely on this information. The Supplier cannot be held responsible for the consequences of an omission or error in the elements provided by the Customer.

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4. STANDARDS

The sold materials comply with current European standards.

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In cases where stricter and imperative standards are required by the Customer, or if they result from rules in force in the destination country, they must have been submitted to the Supplier prior to the order, discussed, and accepted by both parties according to agreed commercial conventions before being integrated into the contract clauses.

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The Supplier declines any responsibility if the Customer mentions standards or specifications that have not been approved in writing by the Supplier before the order.

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5. AVAILABILITY

Regardless of the agreed INCOTERM®2010, availability is deemed to have occurred at the Supplier's factories and carried out by simple notice: sending the invoice, direct delivery, or delivery of the equipment to a carrier acting on behalf of the Customer.

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6. TRANSPORT AND TRANSFER OF RISKS

The terms of transport and transfer of risks are interpreted in accordance with the agreed INCOTERM®2010. If no specific transport condition has been agreed, delivery shall be "Free Carrier (FCA)". In all cases, the Customer shall, if necessary, make reservations or exercise its recourse against carriers within the legal deadlines.

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In case of delayed shipment for any reason, independent of the Supplier's will and to which it consents, the equipment is stored and handled if necessary at the Customer's expense and risk, the Supplier declining any subsequent liability in this regard, these provisions not modifying in any way the payment obligations for the supply.

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The Customer undertakes to take out insurance policies covering risks (loss or damage to the goods sold as well as liability for any damage they may cause) and to provide justification upon request. This insurance must include a waiver of recourse by the Customer and its insurers against the Supplier and its insurers.

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7. TESTS, ACCEPTANCE

7.1 Tests

Tests or acceptance tests are carried out on the equipment by the Supplier, in its workshops, according to the procedure in use therein.

Contractual tests or acceptance tests may be scheduled at the Supplier's or at the Customer's site by specific agreement.

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7.2 Acceptance

The equipment shall be subject to a formal acceptance, formalizing its acceptance by the Customer or its representative, as recorded by a receipt of acceptance, with or without reservations, drawn up within a maximum period of 60 days from the date of shipment. In the absence of a receipt of acceptance, acceptance shall be deemed acquired in one or the other of the following cases:

• The Supplier has fulfilled its main contractual obligations, even in the presence of minor reservations,

• The Customer has taken possession and/or used or put into service all or part of the Equipment.

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8. PRICES AND PAYMENT

Prices are quoted net of taxes, without discount or miscellaneous fees (any deposit, duties, services, cost of import license, inspection by any organization to which the parties have agreed to resort); they are expressed in Euros for equipment Franco carrier, unpacked.

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Services, as well as additional supplies or those delivered during assembly, are billed separately.

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Payments are considered made by bank transfer to the Supplier's domicile, in accordance with European Directive No. 2000-35.

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Any delay in payment will result in the application of late interest equal to the most recent refinancing rate of the European Central Bank plus ten points.

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Any payment incident will result in the immediate maturity of all outstanding installments. The Supplier reserves the right to suspend delivery and/or execution of current orders or to cancel them, and to reclaim possession of delivered products.

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9. OWNERSHIP RESERVATION

The Supplier retains ownership of the sold equipment (incorporable or not) until the full payment of their price in principal and accessories. Any payment incident that has been the subject of a formal notice to pay not followed within eight clear days will authorize the Supplier to claim ownership of the equipment.

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When the Customer (as an integrator, distributor, etc.) resells equipment of which it is not yet the owner, it must apply the ownership reservation clause on behalf of the original Supplier. The receivables arising from this resale shall belong automatically to the latter in case of late payment or cessation of payments by the reseller.

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10. INTELLECTUAL PROPERTY

Projects, studies, and documents of any kind provided or sent by the Supplier always remain its exclusive property, as do the industrial property rights attached to them. They must be returned upon its request. They are provided free of charge if followed by the order they relate to; otherwise, the Supplier is entitled to reimbursement of its specific study and travel expenses. The Supplier retains full intellectual property rights over its projects, studies, and documents, which may not be disclosed or executed without its written authorization. The Customer expressly undertakes not to infringe on these industrial property rights and not to exploit them, or allow them to be exploited by third parties, without the Supplier's prior written consent.

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The price of studies, equipment, and/or services does not include the transfer of intellectual property and know-how, which remain the exclusive property of the Supplier.

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11. CONFIDENTIALITY

The parties mutually undertake a general obligation of confidentiality regarding any oral or written confidential information, regardless of its nature and medium (discussion reports, plans, computerized data exchanges, activities, facilities, projects, know-how, products, etc.) exchanged in the context of the preparation and execution of the contract, except for information generally known to the public or that will become so otherwise than through the fault or action of one of the parties.

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12. WARRANTIES

Any equipment manufactured by the Supplier is guaranteed for a period of 12 months under normal conditions of use, against any operational defect resulting from a material or manufacturing defect. This warranty does not apply to components and/or integrated equipment, which benefit from the warranty of their own manufacturer.

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This warranty applies from the start of equipment production or at the latest 18 months from the date of shipment, whichever comes first.

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The warranty is limited to the repair and replacement of defective parts, excluding labor costs, transport, and packaging costs, of parts recognized as defective by the Supplier without further compensation. These supposedly defective parts must be returned carriage paid, without packaging and other expenses, for examination. In the absence of return of these parts, the Supplier will invoice the replaced parts. If the examination confirms the defectiveness of the part, the Supplier undertakes to reimburse the transport and packaging costs.

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The warranty does not cover defects resulting from: transport, defective assembly if not carried out by the Supplier, normal equipment wear and tear, lack of supervision or maintenance, defective, excessive, or exaggerated use of the equipment, operator inexperience, mishandling, or failure to observe instructions regarding equipment power supply or operation, non-conformity of the products or packaging treated with the specifications defined beforehand concerning speed, dimensional tolerances, etc. -in general, unsuitable or unspecified operating or environmental conditions (chemical, atmospheric, electrical, or other influences). It cannot be invoked if modifications or additions have been made to the Equipment by the Customer, without the Supplier's prior written consent. It cannot give rise to any compensation for damages. The warranty is excluded if the equipment startup, or any intervention or repair has not been carried out by the Supplier, its representative, or any other person authorized by it and in accordance with the Supplier's instructions. In the event of late or non-payment, total or partial, of the Equipment price, the Supplier may suspend legal and conventional warranties. The Customer cannot claim any compensation due to the application of legal and conventional warranties, including for intangible or indirect damages such as loss of business.

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To invoke the benefit of the contractual warranty, the Customer must notify the Supplier, promptly and in writing, of the defects attributed to the equipment and provide all justifications as to their reality. It must facilitate the Supplier's verification of these defects and their remedy. It must also refrain, unless expressly agreed by the Supplier, from carrying out or having carried out by a third party the repairs it deems necessary.

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This Article 12 constitutes the Customer's exclusive recourse for any claim based on equipment failures or defects, whether these failures or defects occur before or during the warranty period, and whether the claim is under contract, warranty, damages, tortious liability (including negligence), or otherwise. The warranties provided in this Article 12 are in lieu of all other warranties, written or oral, express or implied. Implied warranties of merchantability and fitness for a particular purpose, and all other warranties, are excluded.

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13. LIMITATION OF LIABILITY

The Supplier is only responsible for damages directly caused by its own negligence. Under no circumstances, whether under contract, tort (including negligence), or otherwise, is the Supplier liable for loss of or damage to raw materials and/or finished products, loss of business or commercial opportunity, loss of profit, or any indirect, immaterial, or consequential loss or damage of any kind.

 

Unless otherwise stipulated in the contract, the total liability of the Supplier for any claim, whether under contract, tort (including negligence), or otherwise, arising from the performance or breach of the contract or the use of any part of the equipment, cannot exceed the total amount of ten percent (10%) of the total contract price related to that part. Any liability under this contract ends upon expiration of the relevant warranty period.

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14. FORCE MAJEURE

Each party shall be entitled to suspend the performance of its obligations under the contract, to the extent that such performance is prevented or unreasonably burdensome due to force majeure. The Supplier is automatically released from all commitments in the event of any events beyond its control, such as fire, flood, interruption or delay in the supply of energy, raw materials, or transportation, labor dispute, defects, or delays in the delivery of subcontractors caused by such circumstances.

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15. APPLICABLE LAW AND JURISDICTION

All disputes arising from or in connection with the contract shall be finally settled by the Commercial Court of Paris.

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According to the Vienna Convention, the contract is subject to the substantive law of the Supplier's country.