S&M SAS (hereinafter referred to as the “Seller”)/https://www.stephanoise-mediac.com

z.a.c des Baterses Nord

Rue des petites Combes

Beynost 01708 Miribel cedex FRANCE

Tel : 04.78.55.87.97 - Fax : 04.78.55.87.80 - cpta.sm@decogroup.fr

SAS au capital de 16 830 000 €

413 169 475 RCS Bourg - APE 4641Z - N°TVA CEE FR 48 413 169 475

1. Applicability

The fact of placing an order implies the full and unreserved acceptance by the Buyer of the present General Terms and Conditions ofSale (hereinafter referred to as the “GTCS"), to the exclusion of all other documents such as technical documents or specifications sheets, issued by the Seller, which are provided for reference only. The text of these GTCS takes precedence over the shorter version of the GTCS that may be included on the back of invoices. All other terms and conditions contrary, complementary or otherwise imposed by the buyer, irrespective of when they are made known to the Seller are therefore unenforceable against the latter. If the Seller does not require performance of any of the present GTCS at a given time, it cannot be deemed to have waived its right to require performance of any of the aforementioned GTCS subsequently. The GTCS also apply to all sales and/or deliveries located outside French territory and are solely intended for professional customers.

2 - Recording orders

The elements of the order are notified by the Buyer to the Seller, according to its requirements, either to the Seller’s representatives during a visit, or by telephone, fax or email, or via the website, or electronically (EDI, OPTICON option etc.) based on the current price of the products concerned and the GTCS, sent beforehand to the Buyer by the Seller. For quite large orders by some types of customers, such as a “central purchasing unit”, or for orders for customized products, the Seller shall give the Buyer an offer including in particular the nature and reference of the products selected by the Buyer, the quantity, price and delivery lead times, the period of validity, and these GTCS. Once the offer has been accepted, regardless of how it is accepted, such as by means of a down payment for example, it constitutes a firm order by the Buyer. The Buyer cannot request any changes to or cancellation of the order for any reason whatsoever, once the order is firm. Otherwise, the Seller reserves the right, on the one hand, to claim damages and, on the other, to retain, if applicable, any down payments already made, by way of compensation, except in cases of force majeure or a mistake by the Seller.

3 - Retention of title

The Seller retains ownership of the goods delivered until full payment of the price and the corresponding products and incidental expenses (Law No. 80.335 of 12 May 1980).

The simple issuing of a document creating an obligation to pay, such as a bill of exchange, may not constitute payment within the meaning of this clause, as the Seller's initial receivable from the buyer shall continue to exist along with all guarantees connected thereto, including retention of title, until such instrument has been effectively paid.

The preceding provisions do not prevent the transfer of risks to the Buyer as specified in Article 4 below.

The buyer shall refrain from pledging the goods sold or giving them as security until the price has been paid in full.

In the event of the total or partial non-payment of goods by the due date, irrespective of the reason therefor, the Seller may demand, as of right and with no prior formality required, the return of all goods delivered, at the buyer's expense and risk.

Furthermore, the Buyer undertakes to pay the Seller, as a penalty clause, compensation amounting to 15% of the principal due, in accordance with the provisions of Article 1152 of the French Civil Code, and the Seller will be able to cancel the sale by giving notice (in any form) as specified in Article 1226 of the French Civil Code.

4 - Delivery and transfer of risk:

The risks associated with the products purchased under this agreement shall be transferred to the buyer upon receipt of the goods at the premises designated by the latter in the case of deliveries made carriage paid, where shipping is arranged by the Seller. The delivery lead times indicated by the Seller are provided for information only.

Where the buyer arranges shipping, risk shall be transferred upon the collection of the goods from the premises designated by the Seller. In this case, the buyer shall insure the goods during transport.

For sales and/or deliveries outside France, the buyer and Seller shall indicate in the purchase order the Incoterm applicable to the transaction, determining the shipping terms, costs and fees, customs formalities, taxes, insurance costs and risk transfer. In the absence of a designated Incoterm, sales and deliveries shall be carried out Ex Works.

In any case, the Seller may be freed from its obligation to deliver due to an unforeseeable and irresistible force majeure event, as defined below, without this resulting in the payment of damages. Delivery can only be carried out if the Buyer is up to date with all of its obligations towards the Seller, whatever they may be, even if they are not linked to this contract.

5- Payment terms

Depending on the nature of the order and the Buyer’s level of solvency, payment can be made in one go, either in advance, or on delivery, or in several instalments, with an initial down payment at time of order, or be subject to an interim statement, then an instalment on delivery and the balance on acceptance of the products. The payment date will be indicated on the invoice.

In any case, payment cannot be later than the deadline indicated on the invoice. In the event of receipt by the Seller of the payment before the payment date indicated on the invoice and within a maximum time limit of 10 days of receipt of the invoice (unless the date indicated on it is sooner), a discount of 2% of the total amount of the aforementioned invoice exclusive of tax can be granted to the Buyer, except in the event of payment by bank card on the Seller’s website. Similarly, no discount will be granted for early payment if the payment is made by promissory note, regardless of the date of receipt by the Seller.

In general, payment will be made by bank transfer or automatic recovered bill of exchange, or by bank card on the website.Any other means of payment must have the Seller's prior, written approval.

Late-payment interest shall be applied as of right and calculated at the ECB refi rate plus 10 percentage points on all outstanding sums owed, in addition to a fixed charge of €40 to cover debt collection costs.

In addition to late-payment interest, the Seller may also, as of right and without any further formality, cancel the order in question and suspend all orders in progress and all prior orders not paid for in full, irrespective of whether they have been delivered or not and whether payment for them is due or not, without prejudice to any other course of action, without compensation and with no prior notice. Where payment for an order is in instalments, failure to pay a single instalment after formal notice to pay has been issued under the terms provided for above shall result in the entire debt becoming immediately payable or the cancellation of said order by the Seller as of right and with no further formality being required. In all of the foregoing cases, sums owed for other deliveries or for any other reason shall become immediately payable.

Any deterioration in the buyer's creditworthiness may justify the requirement of guarantees, payment of a deposit upon the placing of the order or payment outright prior to the fulfilment of orders received and therefore of any dispatch.

The Seller will also apply the penalty clause indicated in Article 3 above.

6 - Warranty and liability

Warranty:

Without prejudice to the measures to be taken regarding the carrier, complaints regarding apparent defects or non-compliance of the products delivered must be made by the Buyer to the Seller by registered letter with acknowledgement of receipt within eight (8) days of receipt of the products. It is up to the Buyer to provide any proof of the reality of the defects or anomalies identified. It must do everything possible to enable the Seller to note the defects or anomalies and remedy them. The Seller’s warranty is limited solely to the replacement or repayment, at the Seller’s discretion alone, of the products recognised by the Seller as defective or as non-compliant with the characteristics described in its catalogues, on its website, or specified in writing in the offer or the order drawn up by the parties. The Seller's obligation to replace or reimburse such products may not exceed the value of the quantity of goods sold and acknowledged as being defective.

The Seller’s prior written agreement is required for all product returns. Any products returned without such agreement will be made available to the Buyer, who will bear the risks for them regardless of where the products are located, and a credit note cannot be issued for them on any account. In the aforesaid written agreement, the Seller will indicate who is liable for the cost of returning the products.

The buyer is solely responsible for the choice, intended purpose and conditions of use of the goods delivered. The Seller waives all liability and warranties regarding the choice, use and implementation of the goods, both in quantitative and qualitative terms. The Buyer acknowledges that it has received all of the information required from the Seller, and has given the Seller comprehensive and accurate information regarding its needs, and any other information required by the Seller. The Buyer therefore guarantees the content of the information it gives to the Seller.

Liability:

In any case, in the event of damage occurring due to the fulfilment or non-fulfilment of the order in whole or in part by the Seller, and attributable to the Seller, the Seller cannot on any account incur liability for consequential damage. In the event of any direct damage, the Seller can only incur liability for a maximum of 20% of the total amount of the order exclusive of tax, to the exclusion of the various expenses and taxes, and solely for direct damage.

If this limitation is declared inadequate by a judicial body, in particular due to the capacity of the claimant or the circumstances of the case, the Seller’s liability shall in any case be limited to the compensation limits of its insurance policy for the same categories of damage, and the compensation for all damage combined shall be limited to the insurance limits specified for the categories of damage concerned. In any case, any direct damage not covered by the Seller’s insurance policy is excluded, as well as direct damage resulting from a force majeure event or an act attributable to the Buyer, for which the Seller cannot be held liable.

7 - Force majeure:

In the event of a force majeure event, as defined by law and case law, or declared to be such by national or international authorities, including: any decisions made by the public authorities linked to that event, including COVID-19 or any other pandemic or any other type of event, as well as any shortages or difficulty obtaining supplies of materials, components or any other materials included in the composition of the products or used to manufacture them, or any shortage of services such as transport, logistics, or energy (electricity, gas etc.) or any events such as weather conditions or forces of nature (storms, ice, floods, forest fires, rain, droughts), acts of violence, attacks, burglary, political unrest, wars, unforeseeable and unavoidable strikes, unexpected national or international decisions, the parties, the Seller and the Buyer, can be released from some or all of their obligations, without incurring liability.

The affected party shall inform the other party as soon as possible by written notification (including email), in particular to take appropriate measures to adapt the obligations hereof accordingly, by mutual agreement between the parties.

If they cannot be adapted, or if adaptation would make the fulfilment of the order too costly with reference to the legal provisions governing frustration of purpose, the order(s) concerned can be temporarily suspended, by mutual agreement between the parties, or cancelled by one of the parties. In the event of suspension, the parties shall set a suspension period beyond which, if they are unable to resume fulfilment of the orders, they will be cancelled.

In accordance with these provisions, in no event may either party be held liable in any way whatsoever, as soon as a direct link is established between the events described in the first paragraph of this Article and the difficulties or impossibility of fulfilling the order(s) concerned.

8 - Confidentiality and Personal Data:

During the order and after its expiry, the Buyer shall keep strictly confidential and shall refrain from using the technical, legal, financial, economic, commercial or any other kind of information that it acquires regarding the Seller and the business of its company. The Buyer undertakes to use the confidential information disclosed to it solely for the purposes of fulfilment of the order.

This confidentiality obligation applies after the termination of the order for all of the confidential information, unless it has entered the public domain.

Pursuant to Act no. 78-17 of 6 January 1978 (the French Data Protection Act) and EU Regulation 2016/679, which entered into effect on 25 May 2018, the personal data we request from Customers are necessary to process the services they request and/or orders they place in the context of the business commitments entered into, and the sole purpose of collecting such data is to process such orders and contractual services (shipping, delivery, etc.).

For that purpose, the Buyer will be given an Information Form when the order is placed, which is also available on the website, informing it of its rights under the above regulations and enabling it to ensure the protection and security of its personal data, and providing the name of a contact, who is the data controller in the Seller’s company. These data shall be stored by the Seller for the statutory period for each type of data, and the Seller undertakes to store them under adequate security conditions, and at the end of the retention period, the data will either be returned or destroyed, at the Buyer’s discretion.

9- Governing law and jurisdiction

Our company gives its address for service at is Registered Office in Beynost.

In the event of a dispute, the parties shall endeavour to find an amicable settlement to any disagreements regarding the interpretation, performance or termination of these General Terms and Conditions of Sale and of any order commitment or its consequences. If an amicable agreement cannot be reached, the disagreements will be submitted to the Commercial Court of Bourg which has exclusive jurisdiction regardless of the place, the delivery, the method of payment accepted, and even in the event of third party proceedings or multiple defendants.

All sales transactions by the Seller are subject to French law, regardless of the place of delivery or of the Buyer’s registered office.