ARTICLE 1 - Scope

These general conditions of sale constitute, in accordance with article L 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties.

Their purpose is to define the conditions under which the COMPANY MAT DISTRIBUTIONÉRIELS, by abbreviation SEDIMAT, ("The Supplier") supplies professional buyers ("Buyers or the Buyer") who so request, via the Supplier's website, by direct contact or via paper, all of the products that are distributed by SEDIMAT ("The Products").

They apply without restrictions or reservations to all sales concluded by the Supplier to Buyers of the same category, regardless of the clauses that may appear on the documents of the Buyer, and in particular its general conditions of purchase.

In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Purchaser who so requests, to enable him to place an order with the Supplier.

They are also communicated to any distributor prior to the conclusion of a single agreement referred to in article L 441-7 of the Commercial Code, within the legal deadlines.

Any order for Products implies, on the part of the Buyer, acceptance of these General Conditions of Sale and the general conditions of use of the Supplier's website for electronic orders.

The information appearing in the Supplier's catalogs, prospectuses and prices is given for information only and may be revised at any time. The Supplier is entitled to make any modifications which appear to him useful.

These General Conditions of Sale are communicated without delay to any buyer who requests them.

In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these General Conditions of Sale, based on negotiations with the buyer, through the establishment of Special Conditions of Sale.

The Supplier may, moreover, be required to establish categorical General Conditions of Sale, derogating from these General Conditions of Sale, depending on the type of clientele considered, determined on the basis of objective criteria. In this case, the General Terms and Conditions of Sale apply to all operators who meet these criteria.

 

ARTICLE 2 - Orders - Prices

2-1

Sales are only perfect after express acceptance in writing of the customer's order by the Supplier, who will in particular ensure the availability of the products requested, evidenced by an order acknowledgment.

Orders must be confirmed in writing, by means of an order form duly signed by the buyer.

Any order for a number of products less than the packaging will be increased by 30% for deconditioning costs.

The Products are supplied at the prices mentioned in the Supplier's scale, and, where applicable, in the commercial proposal addressed to the Buyer. These prices are firm and cannot be revised during their period of validity.

2-2

In case of cancellation of the order by the Buyer after its acceptance by the Supplier less than 48 hours at least before the date scheduled for the supply of the Products ordered, for any reason whatsoever except force majeure, the deposit paid to the order, as defined in the article “Deliveries” of these General Conditions of Sale will be automatically acquired by the Supplier and cannot give rise to any reimbursement.

In the event of cancellation of the order by the Buyer after its acceptance by the Supplier less than 8 days at least before the date scheduled for the supply of the Products ordered, for any reason other than force majeure, an amount corresponding to 35% of the total price excluding taxes of the Services will be acquired by the Supplier and invoiced to the Customer, as damages, in compensation for the damage thus suffered.

Any return of an order by the Customer must first be accepted by the Supplier. In case of return of an order accepted by the Supplier, a penalty of 35% will be applied subject to a new order and after confirmation of the new order by acknowledgment of receipt.

2-3

The products are supplied at the Supplier's prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal addressed to the Purchaser. These prices are firm and cannot be revised during their period of validity, as indicated by the Supplier.

These prices are net and exclusive of tax, ex works and packaging not included. They do not include transport, possible customs fees and insurance which remains the responsibility of the Buyer.

Special tariff conditions may be applied depending on the specifics requested by the Purchaser concerning, in particular, the delivery terms and times, or the terms and conditions of payment. A specific commercial offer will then be sent to the Buyer by the Supplier.

ARTICLE 3 - Payment conditions

The price is payable in cash, in full on the day of delivery to the carrier for delivery of the Products under the conditions defined in the article "Delivery" below and as indicated on the invoice given to the Buyer.

A deposit corresponding to 30% of the total purchase price of the above-mentioned Products is required when placing the order.

The balance of the price is payable in cash, on the day of delivery, under the conditions defined in the article "Deliveries" below.

The Supplier will not be required to proceed with the delivery of the products ordered by the Purchaser if the latter does not pay him the price under the conditions and according to the methods indicated above.

In the event of late payment and payment of sums due by the Purchaser beyond the deadline set above, and after the payment date appearing on the invoice sent to it, late payment penalties calculated at the monthly rate 5 times the legal interest rate of the amount including tax of the price appearing on said invoice, will be automatically and automatically acquired by the Supplier, without any formality or prior notice.

Payment will result in the immediate payment of 100% of the sums due, without prejudice to any other action that the Supplier is entitled to bring, as such, against the Buyer.

In the event of non-compliance with the payment conditions set out above, the Supplier also reserves the right to suspend or cancel the delivery of orders in progress on the part of the Purchaser, to suspend the execution of its obligations or reduce or cancel any discount granted to the latter.

Unless express, prior and written agreement of the Supplier, and provided that the reciprocal claims and debts are certain, liquid and payable, no compensation may be validly made between possible penalties for delay in delivery or non-compliance of the products ordered by the Purchaser on the one hand, and the sums due, by the latter, to the Supplier, for the purchase of said products, on the other hand.

Finally, a lump sum compensation for recovery costs, in the amount of 40 euros will be due, as of right and without prior notification by the Buyer in the event of late payment. The Supplier reserves the right to ask the Buyer for additional compensation if the recovery costs actually incurred exceed this amount, on presentation of supporting documents.

The Supplier whose property is thus reserved may claim his property in whatever hand he is in, in the event of non-payment of the price by the buyer or in collective proceedings concerning him, even if this property would have been the subject of a transmission (sale or other) to a third person (article L 624-16 and L 624-18 of the French Commercial Code).

For such a claim to succeed, the goods must exist in kind in the Purchaser's patrimony, and they must be identified and individualized and, in the event of incorporation into other goods (movable or immovable ), that they may be severed from them. When it comes to fungible things, the buyer must return goods of the same kind and quality (article L 624-16, paragraph 3 of the Commercial Code).

If the goods sold disappear, the insurance indemnity following their disappearance reverts to the seller since it is substituted for the goods of which he has remained the owner.

The Supplier may exercise the action as a claim even though it has requested payment for the goods sold to the buyer, this request not constituting a waiver of the benefit of the retention of title clause.

To be enforceable against the buyer, the retention of title clause must be agreed in writing between the parties. It may appear in a document governing a set of commercial operations which must be established at the latest at the time of delivery (article L 624-16, paragraph 2 of the Commercial Code). It can therefore be validly inserted in the general conditions of sale.

It must be stipulated in sufficiently visible characters, making it possible to establish without ambiguity that the purchaser had knowledge of it, the knowledge of the clause followed by the execution of the contract being worth acceptance of this one by the seller and the other creditors to unless the parties have agreed in writing to exclude or modify it (article L 624-16 paragraph 2 of the French Commercial Code).

The Supplier reserves, until full payment of the price by the Purchaser, a property right in the products sold, allowing him to repossess said products. Any deposit paid by the Purchaser will remain acquired by the Supplier as lump sum compensation, without prejudice to any other action which it would be entitled to take against the Purchaser as a result.

However, the risk of loss and deterioration will be transferred to the Buyer upon delivery of the products ordered.

The Buyer therefore undertakes to insure, at his own expense, the products ordered, for the benefit of the Supplier, by ad hoc insurance, until full transfer of ownership and to justify this to the latter during the delivery. Otherwise, the Supplier would be entitled to delay delivery until such proof is presented.

No discount will be applied by the Supplier for payment before the date appearing on the invoice or within a period shorter than that mentioned in these General Conditions of Sale.

ARTICLE 4 - Deliveries

The Products acquired by the Purchaser will be delivered within the period confirmed on the order acknowledgment and accompanied by the amount of the deposit due on that date, if applicable.

This deadline does not constitute a strict deadline and the Supplier cannot be held liable towards the Purchaser in the event of late delivery not exceeding 21 days.

In the event of a delay of more than 21 days, the Buyer may request the resolution of the sale. The deposits already paid will then be returned to him by the Supplier.

The Supplier cannot be held liable in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure.

Delivery will be made to the place of delivery specified on the order by direct delivery to a shipper or carrier, products traveling at the risk and peril of the Buyer.

The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly formulated in writing and accompanied by the delivery note, by the latter, within 24 hours of delivery, the products delivered by the Supplier will be deemed to comply in quantity and quality with the order.

The Purchaser acknowledges that it is up to the transporter to make the delivery, the Supplier being deemed to have fulfilled his obligation to deliver once he has delivered the products ordered to the transporter who has accepted them without reservations.

The Purchaser therefore has no recourse in warranty against the Supplier in the event of failure to deliver the Products ordered or of damage occurring during transport or unloading.

The delivery and delivery of the Products may take place at any other place designated by the Buyer, subject to 2 days notice and within 1 day, at the exclusive expense of the Buyer.

Similarly, in the event of specific requests from the Purchaser concerning the conditions of packaging or transport of the products ordered, duly accepted in writing by the Supplier, the related costs will be subject to specific additional invoicing.

No complaint can be validly accepted in the event of non-compliance with these formalities by the Purchaser.

The Supplier will replace as soon as possible and at its expense, the Products delivered whose lack of conformity has been duly proven by the Buyer.

ARTICLE 5 - Transfer of ownership - Transfer of risks

The transfer of ownership of the Products, to the benefit of the Buyer, will only be made after full payment of the price by the latter, regardless of the date of delivery of said Products.

However, the risk of loss and deterioration of the Supplier's products will be transferred as soon as it is handed over to the transporter.

The Purchaser therefore undertakes, in the event of payment after delivery, to insure the Products against the risks of loss and deterioration by unforeseen event by ad hoc insurance for the benefit of the Supplier.

ARTICLE 7 - Intellectual property

The Purchaser is in no case the owner of any industrial and / or intellectual property right relating to the Products, photos and technical documentation which cannot be communicated or executed without his written authorization.

ARTICLE 8 - Disputes

ALL DISPUTES TO WHICH THE PRESENT CONTRACT COULD GIVE PLACE, CONCERNING SO LONG ITS VALIDITYÉ, HIS INTERPRÉTATION, ITS EXÉCUTION, SA RÉSILIATION, THEIR CONSÉQUENCES AND THEIR SUITES WILL BE SUBMITTED TO THE GRENOBLE TRADE TRIBUNAL.

ARTICLE 9 - Applicable law - Language of the contract

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale operations are governed by French law.

They are written in French. In the event that they are translated into one or more languages, only the French text will prevail in the event of a dispute.

ARTICLE 10 - Acceptance of the Buyer

The present general conditions of sale as well as the tariffs and scales relating to the attached discounts, rebates and rebates, are expressly approved and accepted by the Buyer, who declares and acknowledges having full knowledge of them, and therefore waives, to avail themselves of any contradictory document and, in particular, their own general conditions of purchase.