GENERAL TERMS AND CONDITIONS OF SALE

1- GENERAL PRINCIPLES

1/1 These general terms and conditions of sale apply to the products sold by FISCHER DAREX OUTILLAGE (hereinafter, F.D.) under a brand or commercial name belonging to it or whose distribution is under its responsibility (private label products).

1/2 1/2 These general terms and conditions of sale are sent to our customers systematically, along with our prices. Any order for our products thus implies the unreserved acceptance of both our prices and these General Terms and Conditions of Sale.

In the event of a conflict between our General Terms and Conditions of Sale and a document such as the purchaser’s General Terms and Conditions of Purchase, these General Terms and Conditions of Sale shall prevail.

1/3 F.D. reserves the right to suspend any delivery or to record the automatic termination of any sale in the event that the purchaser uses unfair commercial practices, or it there is a breach of the applicable legal provisions, such as resale at a loss or bait advertising, or in the event of a breach by the purchaser of one of its obligations under these general terms and conditions of sale.

1/4 F.D.reserves the right to suspend or terminate the sale, in whole or in part, in the event of force majeure defined as any event likely to stop or reduce the manufacture of the products, or the transport of goods, or to prevent the normal performance of the contract.

1/5 Any customer of F.D. may only refer to or use the trademarks, logos, documents or any other intellectual property rights belonging to F.D. with the express, prior written consent of F.D. sole purpose of promoting the resale of products marketed by F.D.

F.D. prohibits any use of its trademark, logo or product images as part of promotional activities such as coupons or vouchers aimed at consumers, without its express, prior written consent.

F.D. reserves the right to oppose, terminate or request compensation for any use that it deems to be unfair, or constituting an act of commercial parasitism, or contrary to its image or to rights that it has granted.

2- CREATION OF A CUSTOMER ACCOUNT

2/1 2/1 All new customers must open an account and produce all the required documents. This is subject to acceptance by our Finance Department This is subject to acceptance by our Finance Department

For any new customer without an existing account, payment must be made in cash at the time of the order, against a pro forma invoice.

We reserve the right to set a cap beyond which payment in cash may be required.

2/2 In the event of a change in the legal or financial situation of an existing customer, or for the first-time orders of a new customer F.D. reserves the right to request a cash payment or payment on delivery and/or to require guarantees.

3- ORDERS

3/1 Orders must be placed by EDI, fax or email. They become final only following acceptance by F.D. and after their compliance with the quantities and the applicable price has been checked

1. a) Orders for core products must be sent to F.D.‘s head office no later than ten (10) working days before the desired delivery date.

1. b) Orders for products in Catalogue Promotion, Push Systems or Batch Deliveries must be pre-ordered and sent to F.D. no later than sixteen (16) weeks before the desired delivery date.

These pre-orders must be confirmed by firm orders sent to F.D.‘s head office no later than ninety (90) working days before the desired delivery date. .

1. c) For time frames less than this deadline, F.D. will endeavour to take into account the shortened period requested by the buyer for its promotional activity. However, this period of less than 16 weeks shall not be mandatory for F.D

If orders are more than ten percent (10%) below the pre-ordered quantities, pre-orders shall automatically and definitively commit the buyer to purchasing up to ninety percent (90%) of their amount.

F.D. s’efforcera de répondre à toutes les commandes s’écartant à la hausse des précommandes du client, sans toutefois que cette variation à la hausse puisse avoir un caractère obligatoire à l’égard de F.D. et sans entrainer des pénalités de taux de service sur l’opération promotionnelle.

3/2 Any modification to or cancellation of the order requested by the buyer can only be considered if it has been received in writing 48 hours before the products are shipped.

3/3 For any launch of a product or range under our customers’ distributor brand (hereinafter “private label product”), it is essential that they provide us with purchasing forecasts for the launch year.

These purchasing forecasts will be used to initiate the manufacturing process and to enter private label products into stock.

If these forecasts represent less than 50% of actual consumption, the customer undertakes to buy the balance of the stock at the end of the calendar year.

An inventory of private label products will be carried out at the end of the year, and a storage service charge of 4% of the value will be invoiced to the customer if these stocks exceed 3 months of consumption, compared to the same customer’s announced forecasts

4- DELIVERY

4/1 Our agreed delivery times are given for information purposes only. Delivery delays may not result in the automatic penalisation of F.D.

In any event, penalties could only be payable following agreement from F.D. and if the customer can prove that it has suffered real damage as a result of the alleged delay.

4/2 F.D. reserves the right to modify its products in any way that it deems useful, at any time, with no obligation to modify products previously delivered or open orders

F.D. also reserves the right to select the mode of transport and the place of departure for the products ordered.

4/3 Goods are transported at the recipient’s risk. The recipient is responsible for checking for damage and/or missing items at the time of delivery.

The recipient is responsible for making known any reservation or justified complaint regarding the delivery slip, with confirmation sent to the carrier by registered letter within three (3) days of delivery in accordance with Article L 133-3 of the French Commercial Code. A copy of the letter accompanied by a copy of the relevant delivery slip should be sent by registered letter to F.D.’s registered office within five (5) days from receipt of the goods, under penalty of the claim against F.D. being withdrawn.F.D.

4/4 If the buyer’s receiving department cannot accept a delivery, at the fault of the buyer, the carrier’s capital and representation costs shall be re-invoiced to the buyer.

4/5 Goods subject to delivery disputes may only be returned with the express prior agreement of F.D. and via the carrier of our choice.

5- PRICE – SHIPMENTS

5/1 The minimum order is EUR 80 (excl. VAT).

Below this amount, F.D. may not enter and record your orders.

For orders over EUR 392 (excl. VAT), our prices are inclusive of shipping. (For orders under EUR 392 (excl. VAT), please contact us for transport costs).

Pour les commandes hors France métropolitaine, nos prix s’entendent Franco transitaire France métropolitaine pour toute commande d’un montant minimum de 392,00 Euros H.T. (Pour les commandes inférieures à 392 Euros H.T., nous consulter pour les coûts de transport).

For orders with delivery to warehouse, shipping is included for orders over EUR 2,287 (excl. VAT).

The applicable rate is that in force on the date the order is received by F.D.

5/2 Our prices are given for information purposes only. They are subject to modification, without this giving rise to the payment of any compensation, penalty or damages by F.D.

5/3 Our prices are in euros, excluding VAT, net of any discounts and contributions or costs, in particular related to the prevention and management of waste electrical and electronic equipment (WEEE – see also Article 5 of these General Terms and Conditions of Sale).

6- TREATMENT OF WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT

As a distributor of electrical and electronic equipment, F.D. contributes to selective waste sorting, in accordance with the French Environmental Code.

. F.D. has delegated the responsibility for removing and treating this type of waste to an eco-organisation.

F.D. is registered by the number FR007377 in application with the Article L.541.10 of the French Environment Code

These products are subject to a waste disposal cost (“Environmental Contribution”).

This cost is stated on the invoices issued by F.D .

The buyer is responsible for passing it on to the end customer, without any amendments

.

. .

F.D. has delegated the responsibility for removing and treating this type of waste to an eco-organisation.

..

..

..

.

7 – INVOICES – PAYMENT TERMS

7/1 No discount is granted for early payment, unless expressly agreed by our financial department and up to a rate of 0.2% per 30 days ahead of schedule.

If our financial department agrees to a discount for cash payment, the VAT relating to this discount will be deducted.

The due date is calculated from the invoice date

7/2 The applicable payment terms are:

Sixty days net of the invoice date, or 45 days from the end of the month in which the invoice is issued, with the payment deadline coming at the end of the month during which these 45 days expire (i.e. an invoice dated 2 January must be paid before 28 or 29 February).

Following agreement with F.D., the buyer selects one of the payment methods set out below, for which the invoice is considered to be paid under the following conditions:

–.Bank cheque: the day the cheque is cashed

– Bank transfer: the day the transfer is received in our bank account

– Processed without prior acceptance: the due date of the bill

– .Promissory note and processed with prior acceptance: the bills settled for payment must have been received by F.D. within ten (10) days of the invoice date.

7/3 Any payment made after the payment date shown on the invoice shall automatically and without prior notice result in:

The application of fixed penalty of EUR 40 provided for by Article L441-6 of the French Commercial Code.

The application of late-payment penalties at a rate equal to three times the legal interest rate in force on the scheduled due date, and a fee equal to 15% of the sums due, which may not in any event be less than the amount of the fixed fee for recovery costs provided for by French Law no. 2012-387 of 22 March 2012.

. And/or, at F.D.’s discretion the acceleration of payment with all sums due to F.D. becoming payable immediately, even those not yet due, with unpaid goods being returned at the customer’s expense (transport, inspection, etc.) and risk.

. And/or, at F.D.’s discretion the cancellation of undelivered sales.

8/4 7/4 Even in the event of a dispute regarding its wording or content, any invoice, which will, if applicable, be subject to subsequent adjustment, must be paid on its due date. All automatic deductions and/or compensation may only be made by our customers with our prior written agreement, regardless of the causes. .All automatic deductions and/or compensation may only be made by our customers with our prior written agreement, regardless of the causes.

7/5 In the event of a change in the legal or financial situation of an existing customer, or for the first-time orders of a new customer, F.D. reserves the right to request a cash payment or payment on delivery and/or to require guarantees.

8- – RETENTION OF OWNERSHIP

8/1 F.D.will retain ownership of the goods sold until the purchase price is paid in full.

.Consequently, F.D. reserves the right to claim full ownership of goods sold and not yet paid for by the customer, without amendment to the responsibilities of the customer, which must bear the costs and insurance of the goods upon delivery. The delivery of a deed or bill generating an obligation to pay does not constitute payment The delivery of a deed or bill generating an obligation to pay does not constitute payment

9/2 Any customer may resell the goods as part of its normal business operations. However, it shall lose this right once it is no longer able to make the payments due.

9/3 In the event that the buyer is liable for several payments to F.D.,it is agreed that the payments will be set against the oldest debts. Consequently, the buyer expressly waives the provisions of Article 1253 to 1256 of the French Civil Code.

10 – PRODUCT PRESENTATION EQUIPMENT AT THE POINT OF SALE

Presentation equipment for products marketed by F.D. and provided to the customer free of charge remains the property of F.D

. It may only be used for the presentation and promotion of products marketed by F.D.

The presentation equipment is kept and used under the exclusive responsibility of the user, and must be returned, without penalty, upon simple request by F.D.

.The purchaser must bear the insurance costs of the presentation equipment provided to it.

11 – WARRANTY

11/1 11/1 Our equipment comes with warranties against any manufacturing or material defect. These warranties are for between one year to lifetime (the warranty specific to each item of equipment is marked on its packaging; in the absence of such marking the one-year warranty applies) from the date of availability (except in special cases mentioned on the warranty certificates). The warranty does not apply to consumables (saw blades, cutters, staples, rivets, etc.) nor to containers (e.g. aluminium cases, textile bags, plastic boxes, tool boxes, cases, distribution boxes, displays, etc.).

The warranty is limited to the replacement or repair in our workshops of a part recognised as defective In any event, the delivery slip and the purchase invoice for the products in question must be kept. The warranty does not apply to replacements or repairs resulting from normal wear and tear of the equipment, damage or accidents resulting from negligence, lack of monitoring or maintenance, defective installation and non-compliance with user manual instructions. Our warranty is rendered immediately and completely invalid if the customer modifies the supplied equipment or has it repaired outside our workshop

Under no circumstances does the warranty mean that a claim can be made for damages or compensation The equipment to be repaired must be shipped with freight charges prepaid. Outside the warranty period, the equipment is examined and a quote sent to our customer Repairs are only carried out when we have the customer’s agreement. The equipment is sent back freight collect. Any return of goods must be subject to prior written agreement from F.D.’s Sales or After-Sales Department. This return agreement is valid for two months. If a return to our establishments is accepted, shipping and packaging costs are borne by the sender. Any re-shipment costs are ours to bear.

11/2 . . . The equipment is sent back freight collect.

11/3Any return of goods must be subject to prior written agreement from F.D.’s Sales Department or After-Sales Service. This return agreement has a validity period of two months.

If a return to our establishments is accepted, shipping and packaging costs are borne by the sender. Any re-shipment costs are ours to bear.

12 – TAKING BACK UNSOLD ITEMS:

F.D. does not take back unsold items.

13 – LEGAL JURISDICTION

Any dispute that may arise from or in connection with these general terms and conditions of sale shall be lodged with the Commercial Court of the place of the Registered Office of F.D. to which the parties expressly grant exclusive jurisdiction, even in the event of multiple defendants or the introduction of third-parties, and regardless of the place of delivery of the goods ordered

14 – CHANGES TO THE GENERAL TERMS AND CONDITIONS OF SALE

To be valid and binding on F.D., any change to these general terms and conditions of sale must be contained in a written document signed by an expressly authorised person from F.D. and making reference to these general terms and conditions of sale.

Only the French version of our General Terms and Conditions of Sale shall be deemed authentic