General Terms of sale

ARTICLE 1 – Scope of application

These general terms of sale (hereinafter the “General Terms of Sale”) shall apply to all sales concluded by the company SALVECO, registered with the Trade and Companies Registry of Epinal under number 399 664 846 00033, whose registered office is located at Avenue Pierre Mendes France, ZA Hellieule IV, 88100 Saint-Dié des Vosges, FRANCE (hereinafter “SALVECO”) with all professional buyers (hereinafter the “Buyer”), and concern all products that SALVECO markets and may market (hereinafter the “Products”).

ARTICLE 2 – Enforceability

2.1 Buyer’s acceptance. Any order for Products implies the Buyer’s unreserved acceptance of these General Terms of Sale, which are sent free of charge by email or post upon simple request. The Buyer declares and acknowledges having full knowledge of them, and consequently waives the right to rely on any contradictory document, including their own general terms of purchase, unless expressly agreed otherwise in advance and in writing by SALVECO. The General Terms of Sale constitute an essential element of SALVECO’s offer to contract. SALVECO reserves the right to adapt or modify the General Terms of Sale at any time and without prior notice. However, the General Terms of Sale applicable to the order placed by the Buyer shall be those in force at the time the order is placed. 2.2 Derogation. SALVECO reserves the right to depart from certain clauses of these General Terms of Sale, according to the negotiations held with the Buyer, by establishing Special Terms of Sale. 2.3 Non-Waiver. The fact that SALVECO does not take advantage at a given time of one of the clauses constituting these General Terms of Sale cannot be interpreted as a waiver of its right to take advantage at a later date of any of the said terms.

ARTICLE 3 – Conclusion of the sale

3.1 Forecast. 6 months’ order forecasts are communicated by the Buyer to SALVECO and updated monthly to take into account any changes in the planned volumes. 3.2 Orders. Any order, to be taken into account, must be placed by email to SALVECO using a purchase order established by the Buyer. The sale is concluded when the received order is acknowledged by SALVECO and transmitted by email to the Buyer. 3.3 Modification of the Order. Any order modification requested by the Buyer can only be taken into account, within the limit of SALVECO’s possibilities and at its sole discretion, if they are notified in writing. If SALVECO is unable to accept the modification, any deposit already paid will not be refunded to the Buyer. In any event, no modification can be accepted 48 hours after SALVECO has sent the order acknowledgement. 3.4 Cancellation of the Order. The order, after its acceptance by SALVECO, is irrevocable unless SALVECO expressly agrees in advance. In this case, the Buyer shall indemnify SALVECO for all costs incurred and for all direct and indirect consequences. The deposit already paid shall automatically be acquired by SALVECO and cannot be refunded to the Buyer. In any event, no cancellation can be accepted 48 hours after SALVECO has sent the order acknowledgement. 3.5 End-of-Life of References and Stock Management. SALVECO reserves the right to maintain a safety stock of raw material and components, corresponding to two (2) times the minimum order quantity (MOQ) for each Product. The Buyer undertakes to inform SALVECO of any modification or discontinuation of a Product, at least six (6) months in advance, to allow for optimal stock management. The Buyer undertakes to sell off, repurchase, or destroy at its own expense the safety stocks of materials and components remaining at the end of the six (6) month notice period.

ARTICLE 4 – Price and Payment

4.1 Prices. The Products are sold at the prices in force on the date the order is placed in accordance with the price offer established by SALVECO and addressed to the Buyer. Prices are exclusive of taxes, and they do not include transport, any customs duties, or insurance. Any tax (in particular VAT, Ecotax, pollution tax, etc.), duty, or other service (such as ecological labels, etc.) to be paid in accordance with French regulations, or those of an importing country or a transit country applicable on the day the invoice is issued, shall remain due in full by the Buyer. Prices are set forth in Euro (€); the Buyer, if required to pay for the Products in another currency, shall bear any exchange rate variation. 4.2 Price Revision. Prices are subject to revision based on changes in SALVECO’s packaging, raw material, and production costs. The revision applies to any order whose delivery date is scheduled more than three (3) months after the order date. 4.3 Discount. No discount will be granted in the event of early payment. 4.4 Payment Terms. An invoice is issued for each dispatch of Products. The invoice is payable in Euro (€), by cheque or bank transfer, no later than thirty (30) days from the invoice issuance date. A deposit on the price of the Products may be required when the order is placed, if SALVECO deems it necessary. SALVECO will not be obliged to deliver the Products ordered by the Buyer if the latter does not pay the price in accordance with the conditions and according to the terms indicated above. 4.5 Late Payment. In accordance with Article L. 441-10 of the French Commercial Code (II), in the event of late payment and transfer of the sums due by the Buyer beyond the deadline set above, and after the payment date indicated on the invoice addressed to the Buyer, late payment penalties equal to three (3) times the legal interest rate in force on the date of the order will be applied as from the invoice due date. These penalties are automatically and legally acquired by SALVECO, without any formality or prior notice, and without prejudice to any other action that SALVECO may be entitled to bring against the Buyer in this respect. A fixed indemnity for recovery costs amounting to forty (40) euros will also be automatically due, without prior notification to the Buyer (Decree No. 2012-1115 of 2 October 2012). SALVECO reserves the right to ask the Buyer for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents. In the event of non-compliance by the Buyer with the payment conditions indicated above and on the issued invoice, SALVECO also reserves the right to suspend or cancel any pending order. 4.6 Unforeseeability. In accordance with the provisions of Article 1195 of the French Civil Code, in the event of the occurrence of an unforeseeable change in circumstances or an external event beyond the control of the parties compromising the balance and general economy of the order to the extent of making its execution detrimental to SALVECO, the parties will negotiate in good faith the corresponding modification of the order. The following events constitute an unforeseeable change in circumstances: variation in the price of raw materials, modification of tax, labour, technical, or environmental legislation applicable to the ordered Product, etc. The parties agree that the renegotiation process will be conducted in accordance with the principles of reasoned negotiation and the collaborative approach developed as amicable dispute resolution methods. In the event of failure of the renegotiation, the parties undertake to resort to mediation before any referral to a judge, according to the terms defined in Article 17.3.

ARTICLE 5 – Retention of Title

By way of derogation from the provisions of Article 1583 of the French Civil Code, SALVECO reserves a right of title on the Products sold until full payment of the price by the Buyer, allowing it to take back possession of the said Products, without prejudice to (i) SALVECO’s right to definitively retain the amount paid by the Buyer as a deposit as fixed indemnity, and (ii) any other actions that SALVECO may be entitled to bring in this respect against the Buyer. In the event of default of payment on the due date, SALVECO may claim the Products and cancel the sale, as specified above. Cheques are only considered as payments upon their effective cashing. Until such date, the retention of title clause maintains its full effect. In the event of insolvency proceedings involving the Buyer, SALVECO will have the right to recover the unpaid goods from the Buyer at the start of the insolvency proceedings, by way of claim and and in accordance with the legal terms and conditions. Conversely, the risk of loss and damage will be transferred to the Buyer upon sending of the ordered Products, as defined in Articles 6 and 7 of these General Terms of Sale. As a result, the Buyer is obliged to have specific insurance to cover the risks with a notoriously solvent insurance company in order to insure the ordered Products until the complete transfer of ownership.

ARTICLE 6 – Delivery

6.1 Delivery Time. The Products ordered by the Buyer will be delivered by SALVECO within a period indicated on the acknowledgement of order sent to the Buyer. This delivery time is given for informational purposes only, and SALVECO cannot be held liable towards the Buyer in the event of delay. Consequently, any reasonable delay in the delivery of the Products cannot give rise to the allocation of damages to the Buyer. Any penalty clauses appearing on the Buyer’s commercial documents are unenforceable against SALVECO. In all cases, the delivery of the Products can only take place if the Buyer is up to date with all their obligations towards SALVECO. 6.2 Incoterm. The delivery of the Products will take place by their availability to the Buyer in SALVECO’s warehouses, the Products travelling at the Buyer’s risk and peril, in accordance with FCA SALVECO – 88110 SAINT DIE DES VOSGES (Incoterms – ICC 2020). The making available of the Products may however take place at any other location designated after written agreement between the parties. The corresponding additional costs shall be borne exclusively by the Buyer, and the transfer of risk shall take place upon providing the Products to the carrier, in accordance with Article 7 of these General Terms of Sale. 6.3 Collection. The Buyer, previously informed of the availability of the ordered Products, must ensure their collection within a period of five (5) working days following this information. After this period, SALVECO may either cancel the sale, without prior formal notice, pursuant to the provisions of the French Civil Code, or invoice the costs incurred by the storage of the Products not collected by the Buyer, including administrative fees amounting to 150 euros (€) per shipment and daily occupancy indemnities corresponding to 20 euros (€) per pallet. 6.4 Transport. In the event of handover of the Products to a carrier, the Buyer acknowledges that it is the carrier’s responsibility to carry out the delivery, SALVECO being deemed to have fulfilled its delivery obligation once it has handed over the Products sold to the carrier who has accepted them without reservation. It is specified that the weights and measures of the Products – indicated on the delivery note established at the factory by SALVECO – shall be deemed to be the quantities delivered. 6.5 Receipt. The Buyer is required to verify the quantity and apparent condition of the Products upon delivery. The Buyer undertakes not to give discharge to the carrier until they have ensured that the Products are complete and in perfect condition. It is the Buyer’s responsibility, in the event of damage to the delivered products or missing items, to make all necessary reservations with the carrier. Any Product that has not been subject to reservations by registered letter with acknowledgement of receipt within three (3) days of its receipt with the carrier, in accordance with Article L133-3 of the French Commercial Code, and a copy of which is simultaneously sent to SALVECO, will be considered accepted by the Buyer. It will be the Buyer’s responsibility to provide any proof regarding the reality of the observed defects or anomalies. The Buyer acknowledges that returns will only be made upon presentation of the transport document stating reservations. Only the damages mentioned in the reservations are considered to have existed at the time of delivery. 6.6 Return. No return of Products may be made by the Buyer without the prior written consent of SALVECO. Return costs will only be borne by SALVECO if an apparent defect, or missing items, is effectively confirmed by the latter. When, after inspection, an apparent defect or missing item is effectively confirmed, the Buyer may request SALVECO to replace the non-compliant Products and/or to provide the missing complement at SALVECO’s expense, and this excludes any indemnity or damages paid to the Buyer as a result.

ARTICLE 7 – Transfer of ownership – Transfer of risks

In accordance with Article 5 of these General Terms of Sale, the transfer of ownership of the Products from SALVECO to the Buyer will only take place after full payment of the price by the latter, regardless of the delivery date of the said Products. Conversely, the transfer of the risks of loss and damage of the Products will take place in accordance with Incoterm 2020 FCA SALVECO – 88100 SAINT DIE DES VOSGES. ARTICLE 8 – Intellectual Property Since the Products have been designed by SALVECO, all intellectual property rights related to them (formulas, logos, patents, designs, registered trademarks, and other distinctive signs of the Products) belong to it. The Buyer undertakes to respect all intellectual property rights, know-how, and trade secrets of SALVECO, and generally, all other rights held by SALVECO. The Buyer may under no circumstances and for no reason modify the intellectual property rights relating to the Products, nor apply for or obtain any legal protection for any element of any nature whatsoever in relation to the Products. The intellectual property rights and know-how incorporated into the documents and the Products remain the exclusive property of SALVECO. The Buyer undertakes to cease using the intellectual property rights, know-how, and trade secrets relating to SALVECO Products at the end of the commercial relationship binding them to SALVECO, and at any time upon request from SALVECO if the latter considers that these may infringe intellectual property rights or other third-party rights. Any clause of the Buyer stipulating the automatic assignment of rights in their favour solely by virtue of a commercial relationship will be deemed unwritten as non-compliant with the Law.

ARTICLE 9 – Liability – Warranty

9.1 Documents. The designations of the Products, their characteristics, their composition, their quality, as well as the type of packaging relating thereto expressly indicated by SALVECO under the Buyer’s order are alone considered valid. All other information given by catalogue, photographs, website, or other documents is provided for information purposes only. 9.2 Warranty. The Products delivered by SALVECO benefit from a warranty in accordance with the conditions defined in their specifications (technical sheet, safety data sheet), covering the non-conformity of the Products with the order and any hidden defect, resulting from a material, design, or manufacturing defect affecting the delivered Products and rendering them unfit for use. In the event of delivery of non-compliant Products attributable to SALVECO, its liability is strictly limited to the obligation to replace the defective Product at its expense, or to a refund, which refund cannot in any event exceed an amount capped at the selling price of the order to which the disputed Products belong. This warranty excludes any other indemnity and cannot be extended to indirect and/or intangible damages such as, in particular, operating loss, loss of profit, loss of data, commercial damage, or loss of opportunity. In the event of hidden defects, the warranty, valid for a period of one year from the making available of the Products, consists of the reimbursement of the purchase price of the Products concerned. 9.3 Claim. In order to assert their rights, the Buyer must, under penalty of forfeiture of any related action, inform SALVECO, in writing, of the existence of defects in connection with the reservations made to the carrier, within a maximum period of seven (7) calendar days after receipt. It will be the Buyer’s responsibility to provide any proof regarding the reality of the observed defects or anomalies. The Buyer must allow SALVECO every facility to proceed with the observation of non-conformities and to remedy them. The Buyer shall refrain from intervening themselves or having a third party intervene for this purpose without consulting SALVECO beforehand. No claim can be validly accepted if the Buyer fails to comply with these formalities. 9.4 Exclusions of Warranty – Misuse. SALVECO cannot under any circumstances be held responsible and any warranty is excluded if misuse, negligence, or defect in the storage or transport method of the Products sold causes any damage to the Buyer or third parties, whether it be personal accidents, damage to goods distinct from the order, or financial losses. Defects and damages caused by (i) improper handling or preservation of the Products, particularly during use not conforming to the instructions or precautions for use of the Products, (ii) subjecting the Products to abnormal conditions, particularly for storage and preservation (thermal, humidity, radiation, etc.), (iii) interaction with an  external or third substance or product, (iv) negligence or inappropriate use by the Buyer or by any user, or (v) defects related to the packaging of the Products carried out without SALVECO’s authorization are notably excluded from the warranty. Recommendations for use are available in the Products’ technical sheets upon request. It is the Buyer’s responsibility to check that the technical sheets in their possession are up to date and to ensure that the use of the Products complies with the said technical sheets and industry standards. In compliance with the provisions of Regulation (EC) 1907/2006 concerning the Registration, Evaluation, and Authorisation of Chemicals (known as the REACH Regulation), the Buyer is solely responsible for the consequences of using the Products sold by SALVECO for uses other than those indicated in the safety data sheet (SDS). 9.5 Limitation of Warranty. The warranty conditions described above are exclusive and replace all other written, oral, or implicit quality warranties. Unless expressly provided otherwise in these General Terms of Sale, SALVECO is bound by no other warranty or commitment, express or implied, concerning the Products, including, but not limited to, warranties of non-infringement of intellectual property rights, merchantability, achievement of particular results, satisfactory quality, and fitness for a specific purpose not subject to validation by SALVECO. 9.6 Limitation of Liability. Under no circumstances can SALVECO be liable, both towards the Buyer and towards third parties, for indirect or intangible damages, such as loss of production, operating loss, loss of customers, loss of opportunity, loss of data, financial or commercial damage, or others which would be the direct or indirect consequence of damages suffered following the use or failure of the Products. SALVECO’s liability is furthermore excluded in the event of re-packaging and/or modification of the labelling provided with the Products. SALVECO in no way guarantees the compliance of the claims affixed by the Buyer, the translation of the labelling, instructions, and packaging of the Products, which fall under the exclusive responsibility of the Buyer. SALVECO’s total and cumulative liability arising from or related to the order, regardless of the reason, shall in no event exceed one hundred percent (100%) of the total price of the disputed order and this constitutes the sole remedy against SALVECO. In any event and whatever the basis of SALVECO’s liability, damages and any compensation that may be due by SALVECO to the Buyer, all causes combined, may not exceed the sums paid by the Buyer. The Buyer must check the laws and regulations applicable in the country of import in order to ensure the compliance of the Products with the applicable regulations. The Buyer must also carry out all necessary steps and formalities for the import of the Products, and in particular, comply with customs formalities, obtain any import and resale licence, any authorisation or document required by the public authorities of the country concerned, without possible recourse against SALVECO. The Buyer undertakes to respect and, in the event of resale, to ensure that their customers respect all applicable regulations on the territory of commercialisation of the Products, particularly concerning traceability, information on risks and precautions to be observed for the use of the Products. The Buyer must take note of, and in the event of resale, bring to the attention of the customers, the conditions of use and precautions for use of the Products, and ensure the implementation of a Product traceability procedure (notably collection of customers’ contact details and batch numbers). In this context, SALVECO is in no way responsible for the misuse of the Products, the translation of the labelling and instructions, or the non-compliance with the instructions, this list not being exhaustive.

ARTICLE 10 – Waste

Management In accordance with the Anti-Waste and Circular Economy Law (AGEC) of 10/02/2020, and Article L. 541-10 seq. of the French Environmental Code, stemming from the law of 15 July 1975 relating to waste disposal and material recovery, the Buyer, as a distributor who markets packaged products, consumed or used by the general public, is subject to the Extended Producer Responsibility (EPR), and is responsible for the compliance of the Product packaging. The Purchaser shall ensure or contribute to the management of all packaging waste.

ARTICLE 11 – Force Majeure

SALVECO cannot be held responsible for the failure to deliver or the delay in the execution of the sale when this failure or delay results from a case of force majeure understood in a broader sense than French case law (Articles 1218 and 1351 of the French Civil Code), such as: occurrence of a natural cataclysm; earthquake; storm; fire; flood; armed conflict; war; attack; epidemic or pandemic both nationally and internationally; a health or ecological crisis; labour dispute, total or partial strike at the supplier, service providers, carrier, etc.; imperative injunctions from public authorities; embargo, operational accident; machine breakdown and explosion; or act of prince (fait du prince). The Party invoking an event constituting force majeure must notify the other Party within eight (8) days following the occurrence of this event. Furthermore, it undertakes to deploy its best efforts to limit the consequences of this event. The total or partial cessation of usual sources of supply of raw materials necessary for the manufacture of the Products is considered a case of force majeure, and deliveries will be reduced proportionally to the availability of raw materials. If the force majeure event continues beyond three (3) months, each party may terminate the sale, without compensation, by notifying the other party by registered letter.

ARTICLE 12 – Confidentiality

12.1 Definition of Confidential Information. “Confidential Information” means all information, whether technical, commercial, financial, or otherwise, transmitted by SALVECO to the Buyer within the framework of the conclusion of the sale and the commercial relationship, regardless of the medium (oral, written, digital, etc.).  12.2 Obligation of Confidentiality. The Buyer undertakes, for the entire duration of the commercial relations and for a period of 5 years after their cessation, to keep all Confidential Information strictly confidential. The Buyer undertakes not to disclose this Confidential Information to third parties without the prior written consent of SALVECO, nor to use it for purposes other than the completion of the sale and the execution of its obligations under these General Terms of Sale. 12.3 Exceptions. The obligation of confidentiality does not apply to information: – which is already in the public domain at the time of its disclosure or which becomes so without this being due to a fault of the Buyer; – which the Buyer can prove they already knew before its disclosure by SALVECO; – which was legally obtained from a third party without an obligation of confidentiality; – the disclosure of which is required by law or by a court decision or a competent administrative authority. 12.4 Responsibility in Case of Breach. In the event of a breach by the Buyer of their confidentiality obligation, SALVECO reserves the right to initiate any legal action and to claim damages for the prejudice suffered.

ARTICLE 13 – Personal Data

Within the framework of their commercial relations, the parties undertake to comply with the regulations in force applicable to the processing of personal data, and in particular, the General Data Protection Regulation 2016/679 of 27 April 2016 and the French law 78-17 of 6 January 1978 as amended. SALVECO may be required to collect and store personal information relating to its Buyers in its computer files, to the strict extent that such storage is necessary for the processing of the current or subsequent orders and for the management of the customer relationship, and in any event for a maximum period of three (3) years after the last commercial relationship with the Buyer. In accordance with the amended data protection law of 6 January 1978, the Buyer has a right of access to and rectification of personal data concerning them, by writing to our company. The Buyer may also, for legitimate reasons, object to the processing of data concerning them.

ARTICLE 14 – Insurance

The parties undertake to take out, at their own expense, the necessary insurance guarantees to cover the liabilities they incur due to the execution of the sale. As such, the Buyer undertakes to take out insurance covering any damage that may be suffered, wherever it may occur.

ARTICLE 15 – Ethics and business practices

The Buyer undertakes to comply with the laws, directives, and regulations relating to their activities and their professional environment, particularly concerning competition law, the fight against money laundering and conflicts of interest. The Buyer, its affiliated companies, their officers, representatives, employees, or agents undertake to comply with all applicable regulations concerning the fight against corruption, against bribes and extortion, notably the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, the Sapin II law, and the OECD Anti-Bribery Convention.

ARTICLE 16 – Compliance with International Trade Rules

The Buyer acknowledges and accepts that the export of the ordered Products is subject to the laws, regulations, standards, and obligations applicable to international trade, and undertakes to comply with the legislation relating to export, import, economic sanctions, and embargoes. The Products manufactured and/or sold by SALVECO are subject to the laws and regulations in force in France and within the European Union. Consequently, these Products must under no circumstances be marketed or exported to countries or territories subject to international sanctions or commercial or economic restrictions imposed by the French or European authorities (as defined by the lists available on the official customs websites: https://www.douane.gouv.fr/demarche/consulter-la-carte-interactive-des-mesures-de-restrictions-commerciales). Consequently, the Buyer undertakes to fully comply with these applicable laws and restrictions. The Buyer guarantees that the purchased Products will not be intended for prohibited purposes, particularly for illegal or criminal activities. In the event of non-compliance with these obligations, SALVECO reserves the right to suspend or cancel any order, without prejudice to any recourse against the Buyer for any legal or financial consequences arising from this breach.

ARTICLE 17 – Applicable Law, Disputes, Language of the contract

17.1 Applicable Law. These General Terms of Sale and the purchase and sale operations arising therefrom are governed by French law, with the express exclusion of the Vienna Convention on the International Sale of Goods, as well as the exclusion of all conflict of law rules or others that may lead to the application of any provisions other than French law. 17.2 Indivisibility of clauses. If one of the clauses of these General Terms of Sale were to be cancelled or declared illegal, this nullity or illegality will not affect the other clauses and provisions, which will continue to apply. 17.3 Prior mediation. Disputes that may arise concerning the validity, interpretation, execution, or non-execution of these General Terms of Sale will be first submitted to mediation, the parties choosing to refer in case of difficulty to the Centre de médiation Aix Med, located at 33 rue Emeric David, 12100 Aix en Provence, or any other independent mediator.  During the mediation period, the parties are prohibited from initiating any legal action against each other for any dispute arising from the interpretation or execution of this General Terms of Sale. However, exceptionally, even during the mediation period, the parties may apply to the court for investigative measures based on Article 145 of the French Code of Civil Procedure. In no case is the mediator entrusted with an arbitration mission. They will carry out their mission with independence, impartiality, neutrality, and goodwill in accordance. Pursuant to Article 21-3 of Law No. 95-125 of 8 February 1995, the parties have decided to submit the mediation to the principle of confidentiality. Mediation costs will be borne, by default, equally by each of the parties, or, if they wish, according to another distribution which they will agree upon in writing. The parties agree that the mediation will be terminated either: – by the conclusion of a mediation agreement subject to the provisions of Articles 1103 et seq. of the Civil Code; – by the cessation of the mediation process at the initiative of one or the other of the parties and/or the mediator; – by the lack of agreement between the parties on the resolution of their dispute recorded by the mediator. 17.4 Competent Court. In the event of failure of the amicable process described above, any dispute to which these General Terms of Sale may give rise, concerning their validity, interpretation, execution, and termination, will be submitted to the jurisdiction of the competent Court of Epinal (88000), which will be the sole body authorised to decide the dispute. The same applies to any dispute to which the sales of Products by SALVECO may give rise. For this purpose, SALVECO elects domicile at Avenue Pierre Mendès-France, Zone d’Hellieule 4, SAINT-DIE DES VOSGES (88100), FRANCE. 17.5 Language. The General Terms of Sale are written in the French language. In the event that they are translated into one or more languages, only the French text shall prevail in case of dispute.