MATISEC’S GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES

ARTICLE 1 – ACCEPTANCE – ENFORCEABILITY – FORMATION OF THE CONTRACT

These General Terms and Conditions of Sale and Services (hereinafter the "General Terms and Conditions") define the conditions under which MATISEC, a simplified
joint-stock company (“SAS”) with capital of €1,052,025, whose registered office is located at 2 rue Blaise Pascal, 38090 Vaulx-Milieu, registered with the Vienne Trade
and Companies Registry under number 788 377 810 (hereinafter the "Company"), sells its products and provides its services (repair, maintenance, training) to any
professional customer (hereinafter the "Customer").
These General Terms and Conditions automatically apply to all sales and/or services provided by the Company to any Customer. They are systematically sent or
delivered to each Customer to enable them to place an order. The Customer declares that he has read and understood them.
In accordance with Article L.441-1 of the French Commercial Code, these General Terms and Conditions form the sole basis for commercial negotiations between the
parties. Consequently, the sale of products and/or the provision of services by the Company to the Customer is governed exclusively by these General Terms and
Conditions, which may be supplemented by special terms and conditions drawn up and agreed between the parties, to the exclusion of (i) any document sent or issued
by the Customer (general terms and conditions of purchase, purchase orders, etc.) and (ii) notices, prospectuses, catalogues and documentation issued by the Company,
which are only given for information purposes and are for guidance only.
Any delivery of products to the Customer must be preceded by an order from the Customer, which may take the form of a purchase order or an accepted quotation,
quotations being valid for thirty (30) calendar days from their date of issue. The contract for the sale and/or provision of services (hereinafter referred to as the
"Contract") is formed by the issuance of the acknowledgement of receipt of the order issued by the Company or, in the case of a quotation, the quotation issued by
the Company, duly signed by the Customer without modification. Once the Contract has been formed, no cancellations or amendments will be accepted, and the price
will be due, subject to Article 7 of the General Terms and Conditions.
The Customer accepts that the Company may subsequently and reasonably amend these General Terms and Conditions, after giving prior information to the Customer,
and that their relationship will always be governed by the latest General Terms and Conditions in force on the day of the order. The General Terms and Conditions can
be accessed by the Customer at any time on the Company's website via the following link: https://www.matisec.fr/contact/cgv.

ARTICLE 2 – PLACING AN ORDER

It is necessary to have a customer account with the Company to be able to place an order.
If the Customer does not have a customer account with the Company, the Customer can make a request to open an account. Account opening requests are processed
within forty-eight (48) hours (working days) of the Customer providing all the necessary information.
Once the account opening request has been validated, the account is created, and the Customer can place an order according to the process in force.
The Customer is required to provide all the information requested to enable the order to be processed. The Company cannot be held liable if the information provided
by the Customer proves to be false, inaccurate or incomplete.
Products and services are offered within the limits of available stocks and the Company's capacity. In the event of unavailability, the Company undertakes to inform
the Customer by any means at its convenience.

ARTICLE 3 - PRICES

3.1 – Invoicing
Invoices are issued on the basis of the Company's current price list on the day of the order, less any applicable discounts or rebates.
Unless otherwise stated in the Contract, the Company’s prices are in euros, excluding taxes, the cost of transporting the products and the travel expenses of the
Company's staff for the provision of services.
3.2 - Price renegotiation
Under the conditions defined below and notwithstanding Article 1195 of the French Civil Code, the Parties expressly agree to renegotiate the financial terms of the
Contract, at the written request of the Company, in the event of an increase equal to or greater than five percent (5%) in the price of the raw materials and/or
components used in the manufacture and/or composition of a Company product, such increase constituting, by express agreement between the Parties, a change in
circumstances unforeseeable when the Contract was concluded, making its performance excessively onerous for the Company.
The Company and the Customer undertake to renegotiate the financial terms of the Contract in good faith within a period of no more than thirty (30) calendar days
from the date of the Company's written request for renegotiation.
The obligations of the Company and the Customer in respect of the products concerned will be suspended for the duration of the renegotiation. The new price resulting
from the renegotiation will be the subject of an amendment to the Contract.
If no agreement is reached at the end of the said period of thirty (30) days, the Contract may be terminated, by operation of law and without compensation, by either
of the Parties, by registered letter with acknowledgement of receipt, subject to compliance with a notice period of one (1) month during which the Contract will
continue to apply under the initial conditions. The Parties agree that it will not be possible to apply to the courts for a revision of the Contract.

ARTICLE 4 – SHIPPING AND DELIVERY TIMES (PRODUCTS)

4.1 – Shipping
Unless otherwise specified in the Contract, the terms of delivery of products are governed by the EX WORKS Incoterm (Incoterms ICC 2020).
Consequently, the Customer undertakes to collect the products from the Company's factories, by its own means or via a carrier of its choice, within a reasonable time,
and will bear all costs relating to transport, insurance, loading and unloading of the products.
Products are shipped at the Customer's risk, whatever the shipping method used.
4.2 – Delivery times
Except in case of special conditions expressly accepted by the Company, delivery times are given as an indication only and are in no way guaranteed. They do not take
into account the appointments required by certain Customers, and provisionally accepted by the Company, for the delivery of products. However, MATISEC will use its
best efforts to deliver the products on the agreed date.
In the case of sales subject to the EX WORKS Incoterm, the products are deemed to have been delivered on the date on which they are made available on the Company's
premises.
In other cases, the delivery times announced by the Company to the Customer are calculated on the basis of the date of shipment and therefore do not take into
account the transport time between the date on which the products leave the Company's factory and the date on which they are delivered to the Customer's premises.
4.3 – Refusal – incidents – apparent defects and non-conformity
If the Customer refuses to take delivery of, or fails to collect, the products ordered, the Company may terminate the Contract by operation of law with immediate
effect, eight (8) calendar days after formal notice has been served by registered letter with acknowledgement of receipt, which has remained without effect. It will
retain the deposit paid by way of compensation, without prejudice to any other damages it may claim in any event. For products manufactured specially for the
Customer, the Customer will be liable to pay the full sale price and ancillary costs by way of damages.
The Company cannot be held liable for any transport incident. Thus, if the Company assumes responsibility for transport to the location indicated in the Contract, it
does so solely as the Customer's agent. Delivery costs are therefore charged in full to the Customer.
The Customer undertakes to inspect the products as soon as they are delivered or collected, as the case may be, and, if any defects or alterations are found, to make
precise written reservations on the delivery slip, in the presence of the driver, when the goods delivered are unloaded and to confirm these reservations to the carrier
by registered letter with acknowledgement of receipt, with a copy to the Company, within three (3) calendar days of delivery, or in the case of international sales,
within the period stipulated by the applicable international conventions.
Any other claims by the Customer concerning apparent defects or the non-conformity of the products ordered in relation to the order (in particular incorrect quantity
or references), in order to be valid, must be made in writing to the Company within eight (8) calendar days following delivery of the products. After this period, the
products delivered will be deemed to comply with the terms of the order and the Company will not consider any claims relating to apparent defects or the conformity
of the Products delivered.

ARTICLE 5 – SERVICE PERFORMANCE CONDITIONS

The services are provided in accordance with the applicable legal and regulatory provisions and the terms and conditions set out in the Contract.
It is understood that the Company's obligation with respect to the provision of services is a best-efforts obligation.
The service completion dates will be agreed in writing between the Company and the Customer. Unless otherwise stipulated in the Contract, these deadlines are
indicative.
Prior to the start of the provision of services by the Company, the Customer undertakes to inform the Company in writing of the rules applicable on its site in terms of
health, safety and the environment, as well as those relating to any particular risks or constraints associated with the Customer's site or the products covered by the
services (hazardous substances, etc.). The Company undertakes to comply with the rules communicated by the Customer prior to the provision of any services.
For any service for which the amount is equal to or greater than the amount set by regulation, the Company undertakes to provide the Customer, at its written request,
on the date of conclusion of the Contract and then every six (6) months, with the documents listed in Article D.8222-5 of the French Labour Code.
Once the services have been completed, the Company and the Customer will sign a work sheet or an acceptance report. If the Customer does not express any
reservations on the work sheet or the acceptance report, the services will be deemed to be compliant.
If the services are found to be non-compliant for reasons attributable solely to the Company, the Company undertakes to bring the services into compliance in
accordance with Article 6.2.

ARTICLE 6 – WARRANTY – LIABILITY

6.1 – Commercial warranty applicable to products
The commercial warranty granted by the Company to the Customer applies to any manufacturing defect duly noted by our technical services or material defect affecting
the products delivered and rendering them unfit for use, and which is attributable solely to the Company, under the conditions detailed below.
This commercial warranty is granted:
- (i) for products manufactured by the Company: for a period of twelve (12) months from the date of delivery;
- (ii) for trade products: for the period specified by the designer or manufacturer;
- (iii) for products which, repaired or replaced by the Company during the term of the commercial warranty referred to in point (i) or (ii) above, are affected
by a defect or fault attributable solely to the Company, for a further period of twelve (12) months from the date of the Company's intervention on the Customer's
premises or twelve (12) months from the date of delivery of the repaired or replacement product (in the absence of the Company's intervention on the Customer's
premises); and
- (iv) for products which, outside the warranty period referred to in points (i) or (ii) above, have been the subject of a repair or maintenance service provided
against payment by the Company, and are affected by a defect or fault attributable solely to the Company, for a period of twelve (12) months from the date of the
Company's intervention on the Customer's premises or twelve (12) months from the date of delivery of the repaired or replacement product (in the absence of the
Company's intervention on the Customer's premises).
The commercial warranty is limited, at the Company's discretion, to the simple repair or replacement of defective parts, excluding labour and shipping costs, and to
the exclusion of any compensation or damages.
For any product return under the warranty, the Customer must complete the form provided for this purpose by the Company at the following link: Return authorisation
request (RA) / Quality claim | Matisec, attaching the requested documents, and in particular a non-contamination form.
If the Customer returns a contaminated product, the product will be returned by the Company to the Customer at the Customer's expense.
If the Customer returns a product that has not been cleaned, the Company reserves the right to charge cleaning costs.
The warranty is expressly excluded if the products have been subject to misuse, lack of maintenance, transformation, deterioration resulting from abnormal storage
and/or conservation conditions by the Customer, an accident of any kind whatsoever occurring after delivery of the products and not attributable solely to the
Company, or in any other case of warranty exclusion appearing in the warranty conditions relating to the product.
Repairs, modifications or regulatory inspections must be carried out by personnel trained and approved by our training department.
In the event of resale of a Company’s product by the Customer, no extension of warranty, whether express or implied, is granted by the Company to the Customer,
who is therefore solely responsible for the reimbursement or replacement of any parts that may become due under the commercial warranty for which it may be liable
to its own customers.
6.2 – Liability
The Company's liability is limited to direct damage suffered by the Customer and resulting from:
- a defective or non-conforming product under the conditions of this Article 6,
- a service that does not comply with the applicable laws and regulations and/or the Contract.
The Company may not under any circumstances be held liable to the Customer for any indirect damage, in particular operating loss, loss of customers, loss of turnover,
damage to brand image or damage suffered by third parties.
In all cases, subject to the legal public order provisions, the Company's total liability is limited to (i) bringing the defective product or service into conformity or replacing
it and, if it is unable to bring the defective product or service into conformity or replace it, (ii) the amount paid by the Customer for the purchase of the product or
service concerned.

ARTICLE 7 – RETURN OF NEW PRODUCTS

Except in the context of the commercial warranty referred to in Article 6 above, the Contract may not be terminated (cancellation of the order) and the products
ordered and delivered may not be returned by the Customer without the Company's prior written acceptance. This termination of the Contract will result in the
application of the termination fee referred to in Article 15 below.
A product can only be validly returned by the Customer if it has not been used and is packaged in its original packaging. It is recommended to overwrap the product.
This return will be at the Customer's expense and will be subject to appraisal/expertise in our shops, upon receipt, to check that there has been no deterioration of the
product and to validate that the returned product is in its original packaging. Only new, uncontaminated products may be accepted for return by the Company. Any
contaminated product will be returned by the Company to the Customer and the price of the product will remain payable by the Customer.

ARTICLE 8 – INVOICING - PAYMENT

8.1 – Invoicing
Except in case of specific conditions mentioned in the Customer's order accepted by the Company or in the quotation accepted by the Customer, invoices issued by
the Company are payable within thirty (30) days net from the date of issue of the invoice, by bank transfer. It should be noted that the period negotiated in the special
conditions may under no circumstances legally exceed sixty (60) days from the date of issue of the invoice (except in the case of special legal rules, particularly those
applicable to French overseas departments and territories (“DROM-COM”).
Minimum invoicing: all orders are invoiced at a minimum amount of one hundred (100) euros excluding taxes. Therefore, any order of less than one hundred (100)
euros excluding taxes will give rise to a flat-rate invoice of one hundred (100) euros excluding taxes.
8.2 – Payment
Our invoices are payable at our registered office or at our factoring company under the specific conditions agreed between the Customer and our Company.
Whatever the method of payment and the place of delivery, no discount for early payment will be accepted.
Bills of exchange (“effets de commerce”) must be returned accepted within forty-eight (48) hours.
In the event of late payment, the Customer will automatically owe the Company:
- late penalties equal to the interest rate applied by the European Central Bank to its most recent financing operation plus (10) percentage points; and
- a fixed indemnity for recovery costs of forty (40) euros. This indemnity may be increased if the recovery costs incurred exceed the amount of this fixed
indemnity.
Late payment of a single invoice will give us the right, after simple formal notice, to demand immediate payment of all subsequent invoices, even if not yet due.
The payment deadline will be considered exceeded:
• In the event of failure to return the accepted bill of exchange before the due date, if payment has been agreed by this means;
• In the event of instalments, if one or more instalments are only paid after the normal date of one of the payments.

ARTICLE 9 – RETENTION OF TITLE

By express agreement, the Company reserves ownership of the products sold until full payment of the price, in principal and ancillary costs, in accordance with Articles
2367 et seq. of the French Civil Code and Article L.624-16 of the French Commercial Code.
In the absence of full payment, the Company may repossess the products, of which it remains the owner, and may, where appropriate, terminate the Contract by
simple registered letter with acknowledgement of receipt sent to the Customer, notwithstanding any damages which it reserves the right to claim as a result of the
losses suffered.
From the date of delivery of the products and until the transfer of ownership, the products are under the custody of the Customer, who must bear the risks that the
products may suffer or cause.
In the event of resale of the product, the Customer undertakes to immediately pay the portion of the price remaining due.
The Customer may not pledge or assign the products as security until the price has been paid in full. In the event of successive orders or partial payment, the products
in the Customer's stock will be presumed to be those not yet paid for.

ARTICLE 10 – FORCE MAJEURE

The Company will not be liable for any contractual non-performance if this non-performance is the direct or indirect result of a case of force majeure such as, in
particular: the occurrence of any natural disaster, fire, epidemics, administrative police measures, strikes, both at the Company and at its service providers and
suppliers, mandatory injunction from the public authorities (import or export ban, etc.), disruption of supply for a reason not attributable to the Company.
In the event of force majeure, performance of the Contract will be suspended immediately. If the case of force majeure continues for more than sixty (60) calendar
days, the Contract may be terminated at the initiative of either party, without either party being entitled to claim damages.

ARTICLE 11 – INTELLECTUAL PROPERTY

All documents, particularly technical documents, provided to the Customer may be protected by intellectual property rights and remain the exclusive property of the
Company or the third-party supplier.
The Customer undertakes not to infringe these intellectual property rights. These documents cannot be reproduced or communicated by the Customer to a third party
without the Company's express prior authorisation.
The Customer is only granted a personal, non-exclusive and non-transferable right to use these documents, limited to use of the Products within the Customer's
company, within the limits of the provisions of the Contract.
The documents and images shown in the technical documents are not contractual. The trademarks mentioned are the property of their respective owners. They are
used for the sole purpose of identifying products.
The Company reserves the right to modify the external appearance of its products at any time depending on the availability of its supplies.

ARTICLE 12 – NON-WAIVER

The fact that the Company does not avail itself at a given time of any of the provisions of these General Terms and Conditions may in no way be interpreted as a waiver
on its part to avail itself of them at a later date, in particular the fact of not claiming late payment.

ARTICLE 13 – PROOF

In the event of a dispute, the parties agree to consider the fax and email as an original written document serving as full proof and waive the right to contest this means
of proof, unless its authenticity is disputed.

ARTICLE 14 – TERM OF THE CONTRACT – TERMINATION OF THE CONTRACT IN THE EVENT OF BREACH

For successive performance Contracts, the Contract is concluded for the duration stated in the Contract.
In the event of non-performance by one of the parties of one of its obligations, the other party may terminate the Contract, by operation of law and with immediate
effect, in the event that the defaulting party does not remedy its breach within thirty (30) calendar days following the date of receipt of a formal notice sent by the
non-defaulting party, by registered letter with acknowledgement of receipt, specifying the non-performance in question as well as the intention of said party to
terminate the Contract.

ARTICLE 15 – COMPENSATION IN THE EVENT OF CANCELLATION OF AN ORDER OR EARLY TERMINATION OF THE CONTRACT

In the event of cancellation (“résolution”) of the Contract (cancellation of an order) or early termination of the Contract at the Customer's initiative, for reasons of
convenience, the Customer will be automatically liable to pay the Company, without prior notice, a fixed termination fee of twenty-five percent (25%) of the amount
of the Contract excluding taxes, without prejudice to any other damages. This termination fee must be paid within fifteen (15) calendar days of the date of notification
of the cancellation or early termination of the Contract.

ARTICLE 16 – APPLICABLE LAW – ATTRIBUTION OF JURISDICTION

In the event of a dispute, and after an attempt at amicable conciliation has failed, any dispute relating to any operation covered by these General Terms and Conditions
will be submitted to the sole jurisdiction of the Commercial Court of Vienne in France (38), even in the event of summary proceedings, incidental claims, action on a
warranty or guarantee or third-party proceedings (“appel en garantie”), or multiple defendants.
The Contract and the General Terms and Conditions are governed by French law, to the express exclusion of the Vienna Convention on the International Sale of Goods.