CGV

TERMS OF SALES

AGILINK GROUP

Applicable from october 01, 2023

(Cancels and replaces those of January 01, 2021)

1- Application of the general conditions of sale

The Buyer declares to have read the general conditions of sale (GTC) of the Seller, constituting the sole basis of the commercial relations concerning him and accepts that the fact of placing an order implies his full and unreserved adherence to these GTC.

In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Buyer who requests it, to enable him to place an order with the Supplier. They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement referred to in Articles L 441-3 and following of the Commercial Code, within the legal deadlines.

Unless specific, formal and written acceptance by the Seller, these general conditions of sale (GTC) prevail over any other document. The Seller reserves the right to make any changes to these General Terms and Conditions of Sale that may be motivated by legal, regulatory, commercial, technical reasons or that may improve the operation of its services. These changes will be communicated to the Buyer by mail, electronic message (email), or any means consistent with usage. In the event of refusal of the modifications, the Seller has the possibility of terminating the sales contract without notice by registered letter with acknowledgment of receipt.

2- Intellectual property

In accordance with our T&Cs, the two parties are bound by the sales contract upon acceptance by the Seller of the Buyer’s order. The Seller fully retains the intellectual property of all projects: studies, plans, specifications and more generally any order documents sent to the Buyer. They may not be communicated to third parties and/or executed or used in any way whatsoever without the prior written authorization of the Seller.

The Buyer declares to be the holder of all the rights that are necessary for the Seller to execute the order. The Buyer guarantees the Seller against any infringement action against him as a result of the sales or services he provides for the benefit of the Buyer. Thus the latter will bear all the costs incurred by the Seller to ensure its defense in the event of recourse by a third party, including the consulting fees, the costs of expertise, the disbursements and depends on the authorities and any incidental costs including related.

3- Opening of the Buyer’s account

For any opening of an account, the Buyer must communicate to the Seller all the legal information necessary to open the account. Payment in cash or before delivery of the first order will be required.

4- Orders

Orders are only final when they have been confirmed in writing by the Seller in the form of an acknowledgment of receipt and unless otherwise specified. The Seller reserves the right to refuse an order for a quantity of products that is less than or different from its standard packaging and or from the corresponding price offer. No order cancellation will be accepted by the Seller five (5) days after the issuance of the acknowledgment of receipt to the Buyer.

5- Prices & Incoterms

The prices and incoterms are determined by the Seller’s tariff or estimate and are valid according to the validity of the said tariffs or estimate. Unless otherwise specified, the currency is in euros and any tax, duty, duty or other benefit pursuant to French laws and regulations or those of an exporting country or another transit country are the responsibility of the Buyer. The Seller reserves the right to modify them at any time and without notice, in particular in the event of a variation in the cost of raw materials or any other duly justified reason. The Buyer and the Seller acknowledge accepting the application of the principle of renegotiation laid down by article 1195 of the Civil Code, that being said, they intend to apply in the event of a dispute arising during renegotiation the dispute resolution clause of these GCS, in particular through mediation according to the rules of the CMAP. The price changes indicated above remain in effect for the duration of the mediation and until a court decision becomes final, if necessary.

6- Delivery times

The delivery times appear on the Seller’s acknowledgment of receipt, they are provided for information purposes only and start from the date of sending of the acknowledgment of receipt. A delay in delivery does not in any way entitle the Buyer to the payment of any penalty and/or compensation for the direct or indirect damage suffered, or the right to terminate the contract/cancel the order concluded with the Seller. In the event of a delay in delivery, the Seller must inform the Buyer thereof without delay and in writing.

7- Deliveries

The delivery of the goods to the Buyer is deemed to have been made as soon as the goods are made available to the Buyer according to the incoterm applicable to the place specified by the Seller’s offer. The products travel at the Buyer’s risk and peril, even if the shipment is made at the Seller’s expense.

The transfer to the Buyer of the risks of loss and deterioration of the products will be made upon delivery and receipt of the said products, independently of the transfer of ownership, and this regardless of the date of the order and payment thereof.

The Buyer must check the goods upon receipt and notify the Seller in writing of any defects found within forty-eight (48) hours of receipt. In the absence of a complaint within this period, the goods will be considered accepted by the Buyer.

8- Transfer of ownership

The transfer of ownership of the products between the Seller and the Buyer is subject to the exclusive condition of full payment of their purchase price. In the event of non-payment or incomplete payment of the purchase price, the Seller may repossess the delivered goods, all inherent costs remaining the full responsibility of the Buyer.

9- Terms of payment

Unless an account has been opened and special stipulation made in writing, the products are payable 30 days from the date of issue of the invoice, however the Seller reserves the right to subject the order to the payment of a deposit or a cash payment before the execution of the order. Payment by Buyer to Seller shall be made in full, without any set-off deduction or withholding due to any counterclaim, taxes, duties or other charges. No discount will be granted, except under special conditions. All bank charges are the responsibility of the Buyer. Any delay in payment of an invoice on its due date will automatically and without formal notice result in the invoicing by the Seller of late payment interest (art L.441-6) at the rate of 12% per year (i.e. 1% per month) and the immediate payment of all sums remaining due, regardless of the method of payment provided. The Buyer is also liable for a lump sum compensation in addition to late payment penalties of 40 euros for its recovery costs.

10- Replacement

In the event of non-compliance validated by the Seller and in accordance with article 7, the only obligation incumbent on the Seller will be the replacement or repair of the product, excluding any compensation or damages whatsoever.

11- Limit of liability

The Seller is only liable for proven and direct damages suffered by the Buyer in the event of willful misconduct or gross negligence, to the extent provided by applicable law. The Seller’s liability shall be limited to the purchase price of the products or services ordered by the Buyer. Under no circumstances can the Seller be held liable for indirect or consequential losses or other damages, such as, in particular, loss of profits, loss of notoriety, loss of production, loss of profit, loss of orders or increase in shipping costs. operation, including whether such damage or loss was reasonably foreseeable or could have been contemplated by the parties.

12- Force Majeure

The Seller cannot be held liable in the event of delay or failure to perform its obligations in the event of force majeure, in particular in the event of natural disaster, bad weather, fire, explosion, flood, national strike, accident, riot, civil unrest , pandemic, or any other abnormal delay due to suppliers and or shortage of raw materials.

13- Warranty

The products are guaranteed for a period of 12 months from the date of delivery. The Seller’s warranty is limited to defects inherent in the products sold and existing on the day of the sale. The Seller’s liability cannot be engaged in the event of abnormal use of the products, non-compliance with safety rules, an application that is not specified or does not comply with the Seller’s instructions, a modification of the product or negligence or lack of maintenance of the product by the Buyer or improper storage. Under this warranty, the only obligation incumbent on the Seller will be the replacement or repair of the product, excluding any compensation or damages. To benefit from the guarantee, any product will be appraised beforehand by the competent departments of the Seller, who must give their consent.

14- Export

The Buyer undertakes, on the products ordered from the Seller, to comply with the regulations in force concerning commercial restrictions on the export of goods and against certain countries (see Produits soumis à règlementation particulière & Embargos | Portail de la Direction Générale des Douanes et Droits Indirects) or suspicious organizations.

15- Confidentiality

The information exchanged between the two parties under an order is considered confidential and cannot be communicated to a third party without the authorization of the Seller and the Buyer.

16- Protection of personal data

The personal data collected from the Buyer may be subject, if necessary, to computer processing carried out by the Seller, the nature of which is communicated to the Buyer on first request. This personal information and data is also kept for security, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary for the execution of the orders and the applicable guarantees. In accordance with Article 24 of the GDPR (Regulation on the protection of personal data) which entered into force on May 25, 2018, the Seller’s processing manager undertakes to put in place appropriate technical and organizational measures to guarantee data security. and the rights of the persons whose data have been collected (the right to information, the right of access, the right of rectification and the right to erasure, the right to limit processing, the right to portability …).

Personal data will only be used within the framework for the execution of orders and not for other purposes, in accordance with the GDPR (General Regulation on the Protection of Personal Data) which came into force on May 25, 2018.

The Seller’s data controller must present sufficient guarantees with regard to the security and confidentiality of the data entrusted to it. Any person concerned has a right of access, rectification, erasure, opposition and limitation of processing. It can make a portability request for the data it has provided and which are necessary herein or to the processing of which it has consented. It may at any time withdraw its consent when it has been previously given. He can exercise these rights by specifying his surname, first name, postal address and by attaching a copy of both sides of his identity document, by writing to the data controller.

Any person concerned by the processing of their personal data must be able to contact the Supplier’s data protection officer.

In the event of difficulty in connection with the management of their personal data, any person concerned has the right to lodge a complaint with the French la Commission nationale de l’Informatique et des Libertés (CNIL).

17-Ethical and social responsibilities

The Seller undertakes to respect and to ensure that its possible subcontractors respect the international and national standards relating to :

• Fundamental human rights, in particular the prohibition on the use of child labor under the age of 16 as well as any form of forced or compulsory labor

• Embargoes, arms trafficking, drug trafficking and terrorism

• At work, immigration and the prohibition of clandestine work

• Economic offenses and in particular corruption, illegal taking of interests, embezzlement of public funds, fraud

• To the fight against money laundering

• Non-discrimination : absence of distinction between people based on their social or ethnic origin, gender, age, religious belief, disability

18 – Compliance with laws, regulations and industry standards

By executing the Order, the Seller warrants to the Buyer that the product or service it delivers complies with all applicable regulations and standards in force in the country where the Product or Service is delivered or returned to the Buyer, and in any other country where the Seller has been informed that the Product will be used.

In particular, it certifies compliance with international, European, national and local regulations and the standards in force in terms of health, safety and the environment, particularly in terms of hazardous substances (REACH, RoHS) including the transport of hazardous waste materials (packaging, WEEE), consumption of energy and natural resources, carbon footprint.

Consequently, the Seller will provide on delivery or at the first request of the Buyer, the certificates required by the applicable regulations and relating to the Product.

In addition, the Seller warrants :

– that it implements all the necessary measures to ensure that according to its supply systems for the following minerals:

• tantalum,

• tin,

• tungsten,

• gold,

This is from conflict-free sources, and – provides, on request, information concerning the said supply systems to the Buyer.

Irrespective of where the relevant raw material is produced or sold (in the Buyer’s country or abroad), the Seller also warrants that the Product will comply with the applicable legal and regulatory provisions regarding the requirements and quality standards, particularly in terms of health, hygiene, safety, product traceability and environmental protection

The Seller will provide the Buyer, at the latest on the date of delivery of the Product, with all the information in its possession to enable the Buyer or the End Customer to use the Supply in complete safety.

The Seller will inform the Buyer of any modification of the applicable legal, regulatory and normative provisions affecting the conditions of delivery or execution of the order.

Where applicable, the Seller declares that it meets all the conditions necessary to participate in public contracts and undertakes to comply with the legal constraints imposed by these contracts, including confidentiality obligations (in particular, where applicable, the French ministerial decree (“arrédé”) of April 18, 2005, relating to the conditions for the protection of secrecy and information concerning the defense and security of the State as amended or replaced), and to any legal and parajudicial tax obligation.

The Seller guarantees that it complies with the labor legislation to which it is subject. It also guarantees that the order will be carried out in compliance with the labor legislation in force in the countries where the order is carried out.

In particular, if the order is made in France, the Seller undertakes to respect the labor law relating to concealed work (articles L.8222-1 and following and articles R.8222-1 and following of the Labor Code) and foreign labor (articles L.8253-1 and following items and L.8254-1 and following items of the Labor Code). Depending on whether he is domiciled in France or abroad, the Seller undertakes to deliver to the Buyer on the date of the Order and in any event before the start of the execution of the order, then all six (6) months until the order is made, the acts indicated in articles D.8222-5 and following and D.8254-1 and following of the Labor Code or the documents referred to in articles D.8222-7 and 8 and following and D.8254-3 and following of the French Labor Code. A model letter to be completed by the Seller, including the list of documents required by the Labor Code and depending on whether he is domiciled in France or abroad, is provided by the Buyer.

In addition, if the Supplier has recourse to the secondment of employees in accordance with Articles L. 1262-1 and L. 1262-2 of the Labor Code, it will inform the Purchaser before the execution of the Order and provide it with proof that he has fulfilled the legal obligations of article L.1262-2-1 of the Labor Code. The Supplier also undertakes to respect the legislation relating to the minimum wage, as well as the regulations requiring posted employees to benefit from housing conditions that respect human dignity.

19 – Applicable law – resolution of disputes

The law applicable to the interpretation and execution of these presents is French law.

Except the right for the Seller to immediately seize the President of the competent Court for the purpose of obtaining an order for payment, or more generally to obtain any interim measure in summary proceedings, in the event of failure of attempts at amicable resolution , the disagreements which would come to persist between the parties to the present general conditions of sale will be, prior to any legal proceeding, submitted to the mediation of a mediator proposed by the CMAP (Center of Mediation and Arbitration of Paris) – seized with the request of the more diligent party.

The mediation will be implemented by the mediator chosen by the parties in compliance with the rules of ethics and method of the CMAP. The mediation will take place at any place proposed by the Mediator, unless mutual agreement of the parties decides otherwise.

In the event of failure, the Commercial Court of Paris has sole jurisdiction, even in the event of a warranty claim or multiple plaintiffs or defendants.