GENERAL TERMS OF SALES OF SAS PREMIUM FACTORY

INTRACOMMUNITY NUMBER FR47840703797

 

Article 1 – GENERAL STIPULATIONS

1.1 The object of the following Terms of Sale is to define the conditions of the sales between the company PREMIUM FACTORY SAS, here-after designated as « PREMIUM FACTORY », supplier of the goods defined in the stipulations, and its client, here-after designated as « the Buyer », that orders the goods. These general conditions of sale are systematically offered and made available to the Buyer to enable him to place an order, and apply to all sales performed by PREMIUM FACTORY, unless specific written agreement prior to the order between PREMIUM FACTORY and the Buyer. Any order for goods implies the full and complete acceptance by the Buyer, without reservation of the present Terms of Sale, which prevail over any document of the Buyer and his Terms of purchase, except in the case of previous specific derogation by agreement with PREMIUM FACTORY.

1.2 With the reservation of the Special Sales Conditions and Technical Data, all documents, other than the present Terms of Sale and, any catalogues, prospectus or publicity are only for general information and have no contractual value. In the case of contradiction, the Special Sales Conditions prevail over the General Sales Conditions.

1.3 The products manufactured and/or distributed by PREMIUM FACTORY are for professional use only. The Buyer declares that he acquires the products covered by the sales contract for the requirements of his professional activity.

Article 2 – DEFINITIONS

Materials: machines and equipment manufactured and/or distributed by PREMIUM FACTORY SAS.

Products: consumables manufactured and/or distributed by PREMIUM FACTORY SAS and intended to supply the Materials.

Merchandise: Material or Products as defined by these Terms of Sale.

Article 3 – COMMENCEMENT OF THE CONTRACT

3.1 The Contract comprises the quotation provided by PREMIUM FACTORY to the Buyer with the present Terms of Sale, the quotation accepted by the Buyer or his order and the acknowledgement of the order. The terms “quotation” or “order” mean all sales quotations or purchase orders referring to the Merchandise in the catalogues and tariffs of PREMIUM FACTORY. Orders must be sent by our online shops on the Internet or by fax to +33 (0) 972656812 or by email to the commercial addresses indicated on our documents, letters and website or at the following general address info@premiumfactory.fr. Orders sent to PREMIUM FACTORY are irrevocable for the Buyer, except by written acceptation by PREMIUM FACTORY.

3.2 The sale will be definitively concluded only by the sending of an Acknowledgment of Order Receipt, called Order Acknowledgment, on behalf of PREMIUM FACTORY in return and which defines the particular conditions of the contract of sale, that is to say the Nets Prices, the Conditions of Settlement indicating the due date of payment, the mode of shipment or removal retained and Incoterms applicable if necessary and optionally, the exceptions expressly accepted by PREMIUM FACTORY to the present General Terms of Sales. The Contract will only become valid on receipt by PREMIUM FACTORY of the deposit defined in the Special Terms of Sale, if one is included. The effective date of payment of the deposit and if no deposit is required is the date of the order acknowledgement, which represents the starting point for the contractual obligations of PREMIUM FACTORY and for the contractual delivery dates. The deposit may be 100% of the amount of the order.

3.3 PREMIUM FACTORY agrees to execute all orders if the buyer can present enough financial guaranties and that he will effectively pay the sums due and the payment term, according to the appropriate legislation. Also, if PREMIUM FACTORY has any serious reasons to fear difficulties of payment by the Buyer at the date of the order, or later than this date, or if the Buyer does not offer the same guaranties as at the date of the acceptance of the order, PREMIUM FACTORY can subordinate the acceptance of the order or the continuance of its execution to a down payment or to the supply by the Buyer of guaranties to PREMIUM FACTORY. PREMIUM FACTORY will also have the right, before the acceptance of any order, as well as during the execution of an order, to require the Buyer to supply its financial documents and its financial results, even forecasts, enabling PREMIUM FACTORY to appreciate its solvability. In the case of refusal by the Buyer to make a down payment, without supplying any enough financial guaranties, PREMIUM FACTORY may refuse to honour the order and to deliver the Merchandise concerned. Such a refusal does not give the Buyer the right to claim an unjustified refusal to sell, or to claim any indemnity whatsoever.

3.4 If the Buyer should place an order on PREMIUM FACTORY, without having carried out the payment of the previous order or orders, PREMIUM FACTORY may refuse to honour the order and to deliver the Merchandise concerned, without the Buyer being able to claim any compensation whatsoever, for any reason whatsoever.

3.5 PREMIUM FACTORY can, during the execution of an order, make modifications to the Merchandise which have become necessary due to unavoidable circumstances such as the modification of technical standards or methods of manufacture, legislation or rules affecting the conditions of the contract, without affecting the fundamental characteristics of the Merchandise covered by the Contract. If these modifications have consequences which make certain aspects of the Contract

impossible or more difficult, with respect to the price or delivery dates, PREMIUM FACTORY communicates to the Buyer the appropriate justifications. The Buyer commits himself to sign an amendment to the Contract to make the necessary modifications.

Article 4 – CHARACTERISTICS AND CONDITIONS OF USE OF THE MERCHANDISE

4.1 The technical and functional specifications of the Merchandise sold are precisely defined in the technical documentation supplied to the Buyer by PREMIUM FACTORY on the placing of the order. The Buyer declares having made himself aware of the technical documentation relative to each part of the Merchandise prior to placing the order and confirms that the functionalities and characteristics of the Merchandise correspond to his requirements.

4.2 The Buyer must, before the conclusion of the contract, inform PREMIUM FACTORY about the conditions of use of the Merchandise which he intends to acquire. The “normal” use of the Merchandise corresponds to that recommended by PREMIUM FACTORY in its technical documentation. Any other use must be reported by the Buyer and noted in the special conditions. This mention represents acceptation by both parties. Any use not conforming to the prior declaration by the Buyer or to the “normal” use of the Merchandise relieves PREMIUM FACTORY of all responsibility. The Buyer is responsible for all damage resulting from a use not conforming to his declaration.

Article 5 – DELIVERY AND RECEPTION OF THE MERCHANDISE

5.1 Unless otherwise stipulated in the special conditions, delivery takes place when the Goods sold are made available to the Buyer in PREMIUM FACTORY workshops or stores according to Incoterms EXW. Our deliveries are made by carrier and the time limits are from 24Hrs to 120Hrs depending on the destination area or country. These deadlines are given as an indication. For any shipping in specific conditions requested by the Buyer, a price proposal will be established and / or integrated into the price offer or the order of the Buyer. The latter can accept them or return to the standard modes of transport usually offered by PREMIUM FACTORY where to do the removal by its own means. The responsibility of PREMIUM FACTORY cannot be incurred regarding events during transport: destruction, damage, loss or theft, even if it has chosen the transporter. It is the Buyer’s responsibility, in the case of damage to the Merchandise delivered or missing, to make all necessary reserves on the transporter.

5.2 Whatever the dispositions to be taken by the Buyer according to the legal or conventional rules applicable to the transport contract, in the case of apparent defects or missing Merchandise, all claims, whatever the nature, regarding the Merchandise delivered, will only be accepted by PREMIUM FACTORY if it is made in writing, by registered mail with acknowledgement of receipt, with a delay of 2 (two) days from the delivery of the Merchandise. It is the Buyer’s responsibility to supply all justifications relative to the reality of the defects or missing Merchandise observed. No return of Merchandise can be made by

the Buyer without the prior written agreement of PREMIUM FACTORY. The claim made by the Buyer does not suspend the payment by the buyer of the Merchandise concerned.

5.3 The cost of returns will only be at the cost of PREMIUM FACTORY if the apparent defect or missing Merchandise is effectively confirmed by PREMIUM FACTORY or its subcontractor. If, after inspection, an apparent defect or missing Merchandise is confirmed by PREMIUM FACTORY or its subcontractor, the Buyer may request PREMIUM FACTORY to replace the non-conform Merchandise and to supply the missing Merchandise at PREMIUM FACTORY cost, without the Buyer being able to claim any indemnity whatsoever or the cancellation of the contract.

5.4 No action for non-conformity can be made by the Buyer more than 2 (two) days after the delivery of the Merchandise: it is specifically agreed that after the expiration of this delay, the Buyer cannot plead the non-conformity of the Merchandise, nor oppose this fact in any cross action to defend itself in the case of an action for recovery of debt undertaken by PREMIUM FACTORY. The receipt without reservation of the Merchandise ordered by the Buyer covers all defects and/or missing Merchandise.

5.5 In the event that installation work must be carried out before implementation of the Materials, the installation and start-up are carried out by the Buyer and under the sole responsibility of the Buyer.

Article 6 – TRANSFER OF RISKS

The transfer of risks on the Merchandise sold by PREMIUM FACTORY takes place on delivery, as defined in Article 5.1 of the present document. As from the delivery, the Buyer represents the depositary and guardian of the Merchandise. Any delay in delivery at the request of the Buyer leads to storage at PREMIUM FACTORY premises at the cost of the Buyer. These storage cost will be invoiced on the Buyer according to PREMIUM FACTORY tariffs currently in force.

Article 7 – DELIVERY TIMES

The delivery times are only given as an indication and for information. PREMIUM FACTORY will do its best to respect the delivery times that it indicates at the acceptation of the order. PREMIUM FACTORY is, in any case, fully relieved of all commitments relative to the delivery date or of installation, in the following cases:

– Non-respect of the conditions of payment stipulated in article 10 of these Terms of Sale,

– Delayed delivery at the Buyer’s request,

– Technical hazards not due to PREMIUM FACTORY, Act of God or force majeure as defined under article 14 of these Terms of Sale,

Delays will not lead to penalties or compensation and will not give grounds to the cancellation of an order issued by the Buyer and accepted by PREMIUM FACTORY. However, if one (1) month after a formal demand sent by the Buyer after the indicative delivery date has not been answered, the Merchandise have not been delivered, for any reason other than a case of force majeure, then the sale may be cancelled at the request of one or the other parties, this cancellation not giving rise to any indemnity whatsoever.

Article 8 – GUARANTEE

8.1 PREMIUM FACTORY guarantees its Merchandise against defects of conception, of material or of manufacture. The guarantee of PREMIUM FACTORY only concerns concealed defects. The Buyer being a professional, the term “concealed defects” means an intrinsic defect of the Merchandise which makes them unusable but not able to be detected by the Buyer before their use. The Buyer is considered to have received all technical information relative to the Material. PREMIUM FACTORY corrects these defects or concealed defects by the method that he considers appropriate: repairs, modification or replacement. PREMIUM FACTORY assumes the cost of parts and labour relative to the execution of its obligation under its guarantee. The contractual guarantee is a “parts and labour” guarantee and is limited to the replacement or to the repair in its plants by PREMIUM FACTORY of the Merchandise recognized by PREMIUM FACTORY as having a defect covered by the guarantee. PREMIUM FACTORY reserves the right to modify if necessary the contractual Merchandise to satisfy its obligations under the guarantee.

8.2 The guarantee of PREMIUM FACTORY only covers Merchandise purchased new. This guarantee does not cover the sale of second-hand Merchandise or Merchandise previously rented or used for demonstration. The replaced Merchandise are not covered by the contractual guarantee. The Merchandise recovered in this context of this guarantee become the property of PREMIUM FACTORY. PREMIUM FACTORY does not cover the damage and wear resulting from an adaptation or a special installation, abnormal or not of the Merchandise, unless it has been carried out under the supervision of PREMIUM FACTORY.

8.3 For the Material, the duration of the guarantee of PREMIUM FACTORY is three (3) years as from the date of delivery and terminates completely at the end of this period. For the liquid non-food consumable products, the duration is one (1) year as from the date of delivery and terminates completely at the end of this period or once the packaging has been opened. For consumable food products, the guarantee expires at the limitation date shown on the packaging.

8.4 To benefit from the guarantee, the Buyer notifies the defect to PREMIUM FACTORY as soon as possible, and must give him all the information available on the defect by written notice. The replacement under guarantee of guaranteed Material requires the prior acceptation by PREMIUM FACTORY and the creation of a good-to-return document signed by PREMIUM FACTORY, as well as the transmission by the Buyer of a copy of the invoices confirming the date of purchase.

The cost of returns under guarantee is carried by the Buyer. On condition that the guarantee is effective, the cost re-delivery of is covered by PREMIUM FACTORY.

8.5 No guarantee will be given by PREMIUM FACTORY in the following cases:

– Conception defects, or defects from manufacturing techniques, material or manufacturing defects or installation, imposed by the Buyer and on which PREMIUM FACTORY has made reservations.

– Intervention on the contractual Merchandise by the Buyer himself or by a third party in conditions not previously approved in writing by PREMIUM FACTORY.

– Defects or damage caused either by negligence of the user of the Merchandise or by an accidental event of by force majeure.

– Accidents, abnormal conditions of storage and/or conservation.

– Lack of observation of the conditions and rules of use of the Material defined by PREMIUM FACTORY.

– Lack of maintenance of the Material resulting in circumstances out the control of PREMIUM FACTORY, faulty electrical installation by the Buyer, the quality of the current supplied, or any other cause related to the environment of the Material.

– Lack of general maintenance or replacement of Material made necessary by the normal wear of the Material or its exposure to bad weather.

8.6 PREMIUM FACTORY will not bear other costs than those bearable under the present guaranty. PREMIUM FACTORY will not have to compensate for potential indirect loss (commercial loss, customers loss, orders loss, profit loss, image and trademark loss). Any action taken against the Buyer by a third party is constitutive of an indirect loss and does not lead to compensation.

Article 9 – PRICES AND TARIFFS

9.1 The merchandise sale prices are stipulated in the specific conditions or come from the PREMIUM FACTORY tariffs in force at the date of the order and previously forwarded to the Buyer, should no particular conditions exist. Prices are final when the order is accepted. Prices are in EURO, exclusive of taxes, regarding merchandise ex-works of PREMIUM FACTORY, including packaging, unless otherwise stipulated. All duties and taxes due because of the merchandise sale will be due by the Buyer and will be charged extra if necessary. Any change in the price will take the form of an additional clause.

9.2 PREMIUM FACTORY tariffs are stipulated by considering the economic situation that prevails at the date they are published. Any tariff change will automatically apply at the date stipulated on the new tariff.

Article 10 – TERMS OF PAYMENT

10.1 Otherwise stipulated in the specific conditions, the settlement will be made cash, as well as the applicable taxes.

10.2 Without prejudice to the termination of the Agreement provided in article 13, any default of payment, even a partial one, or the default of payment of any other amount due by the Client, under this Agreement, within the contractual time limits, will lead to a compensation amounting to 15% of the unpaid amounts, as well as penalty interests, at the legal rate plus 2 points from the date the payment is due, until complete payment, and no prior formal demand will be needed. TVA will be added to the compensations and interests, as well as fees, collection fees, legal expenses, even if they must be repeated.

10.3 Should a due invoice not be completely paid, within the 48 hours of a formal demand, PREMIUM FACTORY holds the right to postpone any current delivery and/or to come.

Article 11 – RESERVE OF OWNERSHIP

The ownership transfer regarding the PREMIUM FACTORY merchandise is postponed until complete payment by the Buyer, in principal and interests, even if extensions of payment had been granted. Any clause to the contrary, even provided in the Terms of Purchase, is presumed not to exist. It is specifically specified that PREMIUM FACTORY will invoke the rights provided by this clause of reserve of ownership, regarding one of its debts, on all the products in possession of the Buyer, those being presumably unpaid, and PREMIUM FACTORY will have the right to take them back or to claim for them as a compensation for all the unpaid invoices, without prejudice of its right to terminate the current sales. The Buyer will not resell again the unpaid merchandise and will not secure that Merchandise nor grant securities on them. PREMIUM FACTORY can on his side, after sending a formal demand, draw up the inventory of his merchandise in possession of the Buyer, who already commits himself to provide free access to his warehouses, stores, and to take any appropriate measure to secure identification of PREMIUM FACTORY merchandise. This clause won’t prevent the risks to be transferred when the merchandise will be delivered.

Article 12 – INTELLECTUAL PROPERTY

PREMIUM FACTORY is the exclusive owner of the researches, plans, patterns and all documents whatever their media, that the Buyer could have been informed of under the performance of the Agreement or of an offer. They can be used only by the buyer, and only for the performance of the Agreement. They are confidential and cannot be handed over to third parties, in any way, without PREMIUM FACTORY prior written consent. Should the Agreement not be concluded or terminated, or upon PREMIUM FACTORY request, they must be returned to PREMIUM FACTORY. Any waiver of these obligations by the Buyer, not granted in writing by PREMIUM FACTORY, may be the subject of legal proceedings with claims for damages for very significant damages.

Article 13 – CLAUSE RESOLUTOIRE

Should the Buyer be in default of any of the obligations under the Agreement, and particularly default of complete sale payment, and the Buyer fails to remedy such default within thirty days of acknowledgement of receipt of registered mail, PREMIUM FACTORY could terminate the Agreement. PREMIUM FACTORY will keep the deposits and other payments, without prejudice of compensation due because of the termination and because of the default of performing the considered obligation.

Article 14 – FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, due to an event of force majeure, which means causes preventing partial or total execution of this Agreement, outside the reasonable control of PREMIUM FACTORY, its suppliers or subcontractors. Events of force majeure or Acts of God shall include that they could not predict in a reasonable way, that they could not avoid or overcome in a reasonable way, provided that those events lead to a total impossibility of the obligation’s performance. Events of force majeure or Acts of God that won’t lead to PREMIUM FACTORY liability shall include strike of part or all PREMIUM FACTORY’ employees or its usual carriers, fire, flooding, war, discontinuation in production due to unpredictable breakdowns, the impossibility of being supplied in material or machine, epidemics, dangerous road conditions during a thaw, roadblocks, strike or discontinuation in electricity supply or discontinuation of supply not due to PREMIUM FACTORY, or discontinuation of supply due to PREMIUM FACTORY’ suppliers. Under such circumstances, PREMIUM FACTORY will inform the Buyer by a written notice, within the 30 (thirty) days of the date of the event, and the contract between PREMIUM FACTORY and the buyer will be suspended without compensation, from the date when the event took place. Should the event last for more than 90 (ninety) days from the date it began, the contract between PREMIUM FACTORY and the Buyer could be terminated by the promptest party, and no compensation will be due to any of the parties. That termination will be in force at the date of the first production of a formal demand of termination by registered mail with acknowledgment of receipt.

Article 15 – POWER OF JURISDICTION AND APPLICABLE LAW

Any dispute or controversy between the Parties with respect to the interpretation and/or application, the performance of any provision of these Terms of Sale, and the Sales contracts concluded by PREMIUM FACTORY will be submitted to the “Tribunal de Commerce de LE CREUSOT (F-71200)”, regardless of the place where the order was issued or the place of delivery, the plurality of defendants or the “Appel en Garantie”.

This power of jurisdiction has a general scope and applies to main actions, minor actions or summary proceedings. Any issue relative to these Terms of Sale and the sales made under them, which are not handled by these Terms of Sale, shall be governed by the laws of France, exclusive of any other law.