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Article 1: Purpose and définitions:

The General Terms and Conditions of Sale herein set out the rights and obligations of the parties in connection with the sale of equipment offered by SIDES on its website WWW.SIDES.FR.

Seller: SIDES

Buyer: the Client

Equipment: products offered on the website SIDES in the menu Equipment

Product / item: Equipment offered on the website SIDES in the menu Equipment

Supplier: SIDES’s suppliers

Offer: quote sent following a request received on our website

Article 2: General provisions

The General Terms and Conditions of Sale (GTCS) herein apply to the sale of all equipment presented via the Seller’s website, and are an integral part of the Contract between the Buyer and the Seller. The Seller reserves the right to amend the provisions herein, at any time by publishing a new version on its website. The GTCS then applicable shall be those in force on the date of payment (or of the first payment in case of payment in instalments) of the order. These GTCS can be viewed on the Seller’s website at the following address: WWW.SIDES.FR. The Seller also ensures that their acceptance is clear and unconditional by providing for a check box and an approval click. The Client hereby declares having read all the Terms and Conditions of Sale herein, and, where applicable, the Special Terms and Conditions of Sale relating to a product, and accepting them without restriction or condition. The Client acknowledges that it has been given the necessary advice and information in order to ensure that the quote meets its requirements. The Client declares that it is able to legally enter into a contract under French laws or is authorised to represent the individual or legal entity on behalf of which it is acting. Unless otherwise proven, the data recorded by the Seller constitute proof of all transactions. No maintenance or repair works shall be carried out if these General Terms and Conditions of Sale and, where applicable, the Special Terms and Conditions of Sale relating to a product, have not been accepted.

Article 2: Price

When a quote is requested, the prices of the products offered via the website and clearly set out on the Products description pages, are specified in the quote sent by mail in euros excluding taxes, and unless otherwise specified Ex Works. The recipient shall be responsible for all operations relating to transport, insurance, customs, handling, delivery to the building site. In this respect, the Seller invites the buyer to seek information on these aspects from the relevant local authorities. The prices quoted are firm and non-revisable or revisable under the framework of the applicable decrees and the specific revision formula in that case. The period of validity of our quote is specified; otherwise it is of a maximum of two months.

In the event that there are obvious errors, in particular errors included in the Seller’s quote, and in the accompanying documents, the Seller shall then have the right to terminate the contract or to revise the agreed prices as appropriate at any time and at its discretion.

If the Client so requests, the Seller can take care of the transport, which shall be charged in addition.

Article 3: Conclusion of the contract

The Client shall follow a series of steps specific to each Product offered by the Seller in order to take on its order. However, the steps described below are systematic: ➢ Information on the essential features of the Product; ➢ Choice of Product, where applicable, of its options and key data on the Client (identification, address, etc.); ➢ Acceptance of the Terms and Conditions of Sale herein. ➢ A quote sent by mail, fax or letter by the Seller ➢ Approval of the quote and order by the Client ➢ An acknowledgement of receipt of order sent by the Seller ➢ Follow up of payment instructions, and payment for the products. ➢ Delivery of products. The Client shall then receive a confirmation of payment of the order. It shall receive a copy of the general terms and conditions of sale herein.

The Seller shall only be bound by the submission of a firm quote drawn up on the Seller’s letterhead. It shall not be bound by commitments that may be made by representatives, employees or intermediaries, unless confirmed by the Seller. The sales contract shall only be complete if the Client’s order is accepted by the Seller and in writing.

Following a quote sent by the Seller, the latter reserves the right to refuse the order without having to give the reasons thereof.

If the buyer is not the final user or the final destination of the goods is not the country where the buyer resides, the Buyer undertakes to inform the Seller of the final destination.

If the buyer is not the final user, the buyer shall meet all the obligations (for example submission of proof of use and of final destination) which are necessary so that the final user can receive and use the products. The buyer also undertakes to pay for the goods if they cannot be delivered to the final user owing to the fact that these obligations have not been met. The buyer undertakes to pay a compensation, independently of any compensation for negligence or fault, for all costs, loss of income or other financial losses arising from a breach of these obligations.

Where applicable, for the products delivered, this delivery shall be made to the address specified by the Client. For the purposes of proper execution of the order, and in accordance with Article 1316-1 of the Civil Code, the Client undertakes to provide its true identifiers. The Seller reserves the right to refuse the order, for instance for any abnormal order, done in bad faith or for an improper motive.

Article 4: Products

The essential features of the goods are made available to the buyer on the Seller’s website. The Client certifies that it has received the detailed terms and conditions of payment and of performance of the contract and, if applicable, of the delivery. The Seller undertakes to fulfil the Client’s order within the limits of availability of the products. Failing that, the Seller shall inform the Client accordingly. These contractual information shall be presented in detail and in French. In accordance with French laws, they are summarised and confirmed the order is approved. The parties agree that illustrations or photos of the products offered for sale are not contractually binding. Similarly, the weights and measures specified in the product pages of the Seller’s website are indicative. Differences in actual weights and dimensions shall under no circumstances be a reason for claims for compensation, price reductions or cancellation of the order.

The period of validity of the quote for the Products as well as their prices is specified in the quote submitted to the Client. Except where special terms and conditions apply, the rights herein are granted solely to the individual who is the signatory of the order (or the account holder of the email address provided). In accordance with the legal provisions on conformity and hidden defects, the Seller shall refund or exchange products which are defective or do not match the order. The refund can be requested as follows: the Client sends a registered letter with acknowledgement of receipt describing the product’s non-conformity or hidden defect as well as his request for exchange or refund – The Seller informs the Client of its agreement or refusal upon receipt of the letter – The Client returns the product to the Seller – The Seller then proceeds to the exchange or refund of the product and of the costs of return incurred by the Client upon submission of supporting documents.

 If the nature of the products so justifies, the Seller provides an operating manual, free of cost, together with the products. No more than one copy of this manual shall be provided. Any additional copies requested shall be charged. The Seller provides the manuals, free of cost, when these are provided under the same conditions by the Seller’s suppliers. Any request from the Client which were to give rise to charges, that the supplier would get the Seller to bear, shall be charged back to the Client. The manuals provided are those necessary for understanding the operation and the maintenance of the products.

 Article 5: Reservation of title clause

The products shall remain the property of the Seller until the full payment of the sale price. Any down payment paid by the Client is retained by the Seller until the full payment of the products.

Article 6: Procedures and lead time for availability or delivery

The lead time for availability or delivery starts as from the date of issue of the acknowledgement receipt of the order or, if applicable, the date of receipt of the down payment. If so requested, the products shall be delivered at the delivery address specified when ordering. The Seller shall make its best efforts to deliver within the agreed time but, given the lead times and possible delays on the part of suppliers, the lead time for availability or delivery is indicative. Under no circumstances shall the delay justify the cancellation of the order. Penalties shall not be claimed for delays in availability.

The Seller shall not incur any liability:

1. a) where the Client has not complied with the payment conditions,
2. b) where information or documents to be provided by the Client did not reach at the scheduled date,
3. c) in cases of force majeure – strike, lock-out, flood, fire, transport delay or any other such cause.
4. d) where there is a delay from the Seller’s suppliers, for which any late delivery shall put off the Seller’s lead time by at least the same time.

Additional supplies or changes that the Client may request shall increase the lead times in accordance with conditions to be defined.

Where the Client orders several products at the same time, these may have different lead times; the lead time specified by the Seller is the one whereby all products ordered by the Client can be made available or delivered. The Seller provides for a hotline (cost of a local call from a land line) specified in the order confirmation to follow up on the order. The Seller points out that when the Client takes physical ownership of the products, the risks of losses or damage of the products are transferred to the latter: All operations relating to transport, insurance, customs, handling, delivery to the building site, shall be carried out under the responsibility, at the expense and risks of the Client, whose responsibility it is to check the consignments upon arrival and exercise, if necessary, its recourse against the carrier, even if a free delivery has been agreed.

Completed supplies shall be collected within 8 days after they are made available to the Client. If the consignment is delayed for a reason which is beyond the Seller’s control, it may, if necessary, be handled and stored at the expense and risks of the Client. The Seller shall accept no subsequent responsibility in this respect. These provisions shall in no way change the payment obligations, or the starting date of the warranty.

Article 7: Availability and presentation

Orders shall be processed within the limits of availability of the products at the Seller’s suppliers. If an item is not available for a period longer than 40 working days, the Client shall be informed of the foreseeable delivery times and the order for that item may be cancelled upon a simple request. The Client may then request a credit note for the price of the item or its refund.

Article 8: Payment

Payments shall be made in accordance with the conditions set out in the quote. Payment dates shall not be delayed for any reason whatsoever, even in the event of a dispute. Failure to make a payment, in particular of a draft at it due date, shall give the Seller the right to cancel any order still to be delivered. “Application of Act No. 92-1442 of 31-12-92. No discount is applicable for early payment. Penalties for late payment are: three times the legal interest rate per month of payment delay” and the application of a fixed penalty of €40 for recovery costs pursuant to Article L4416 of the Commercial Code.

Given the nature of the Seller’s supplies and the lead times, the Seller has to request, as a general rule, various down payments payable by the Client in the course of the execution of the order. These down payments are payable upon receipt of the corresponding pro-forma invoice. Any delay in payment of these down payments shall put off the lead time by the same time. Where a down payment is provided for, the order shall be considered firm and the lead time to availability or delivery shall only start as from the date of receipt of this down payment.

Article 10: Warranties

In accordance with the law, the Seller provides two warranties: warranty of conformity and warranty in respect of hidden defects of the products. These warranties, even in the event of accident to persons or objects that may have resulted from a manufacturing defect, are, as expressly agreed, strictly limited to the free exchange of the parts or the products recognised as defective or products which do not match the order taken by the technical division of our plant, without any other damage of any nature whatsoever, or compensation for disassembly, tests, reassembly, transport, etc.

If, at the request of the Client, the defective parts were to be replaced by the Seller’s personnel, the costs of labour and travelling, if any, shall be borne by the Client. Consumables are not covered by the warranty. Work carried out under the warranty shall in no event extend the warranty period, even as regards the part(s) replaced. The warranty shall not cover normal wear and tear, defects or damage resulting from the negligence of the Client or the user, use by the latter of inappropriate consumables or lubricants, deterioration or damage resulting from lack of maintenance, omission, misuse, overload even temporary, extended storage and/or improper protection by the Client or the user, a change made without the approval of the Client. The warranty remains conditional upon strict compliance with the recommendations and application of the preventive maintenance schedule shown in the technical instructions manual.

The Seller points out that the Client: – can enforce the legal warranty of conformity within the meaning of Articles L211-1 to L211-4 of the Consumer Code – is entitled to a period of 2 years as from the delivery of the good to take action with regard to the Seller – that it can choose between the replacement and the repair of the good subject to the conditions set out in Art.10, that it does not have to provide proof of the existence of non-conformity of the good for the first 24 months following delivery of the good. – that the Client can also enforce the warranty against hidden defects of the good sold within the meaning of Articles 1641 to 1649 of the Civil Code and, in this case, it can choose between cancelling the sale or a reduction of the sale price (provisions of Articles 1644 of the Civil Code). The Client shall refund the buyer or exchange the products apparently defective or which do not match the order made. The request for refund shall be made as follows: see Article 4.

Article 11: Claims

If necessary, the Client may submit any claim by contacting the Seller in writing using the following contact details: see Contact on the Seller’s website, on the quote or on the order acknowledgement receipt.

Article 12: Intellectual property rights

Trademarks, domain names, products, software, images, videos, texts or generally all information covered by intellectual property rights are and shall remain the exclusive property of the Seller. The intellectual property rights shall not be transferred by virtue of the GTCS herein. Any reproduction, in whole or in part, modification or use of these properties for any reason whatsoever is strictly prohibited.

Article 13: Force majeure

The performance of the Seller’s obligations under the contract herein shall be suspended in the event of occurrence of unforeseeable circumstances or force majeure preventing the performance thereof. The Seller shall advise the Client of the occurrence of such an event as soon as possible.

Article 14: Nullity and amendment of the contract

If one of the provisions of the contract were to be nullified, this nullity would not entail the nullity of the other provisions which shall remain applicable between the parties. Any contractual amendment shall only be valid following an approval in writing and signed by the parties.

Article 15: Personal data protection

Pursuant to the French Data Protection Act of 6 January 1978, the Client has the rights of query, access, change, objection and rectification over the personal data relating to it. By accepting these general terms and conditions of sale, the Client agrees that the Seller collects and uses these data for the performance of this contract.

Article 16 Limitation of liability clause

In cases where the liability of SIDES were to be truly proven considering the general terms and conditions herein and notwithstanding any provision to the contrary, this liability shall be limited to (i) direct damage caused by its own negligence (excluding all indirect and foreseeable damage) and (ii) the total amount paid without (iii) this overall amount of damage compensated by SIDES exceeding the total amounts paid to it.

Article 17: Applicable law

In the event of a dispute relating to a supply or its payment, the Commercial Court of SAINT-NAZAIRE shall be solely competent regardless of the terms and conditions of sale and the payment method, even for repairs, if any, whether or not under warranty. The same shall apply in the event of multiple respondents, incidental claim, third-party claim or warranty proceedings and even in urgent cases, if necessary in interim proceedings for the purposes of appointing experts. It is expressly agreed that our drafts, payments accepted or consignments against refund shall not carry a novation or derogation from this assignment of jurisdiction clause.