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GENERAL TERMS AND CONDITIONS OF SALE

Preamble

Our sales and ancillary services (such as installation, commissioning and maintenance) are subject to these general terms and conditions, which prevail over any other document from the Customer, and in particular over any terms and conditions

of purchase, unless we waive them in writing and specify them in our of fer. These general terms and conditions of sale are systematically sent or given to each Customer before the contract is formed. Placing an order implies the Customer’s

full and unreserved acceptance of these general terms and conditions of sale, which form the sole basis for commercial negotiation, in accordance with the provisions of article L.441-1 of the French Commercial Code.

Article 1 - Formation of the contract

Our company’s quotation or of fer def ines the special conditions that supplement or modify these general terms and conditions of sale. Unless otherwise specif ied on the quotation, the latter remains valid for two (2) months from the date it

is sent and must be signed by the Customer to form the contract between the parties. Any order issued by the Customer must be expressly accepted by us in writing. In this case, the accepted order, with any amendments, shall constitute the

special conditions. The benef it of the contract is personal to the Customer and may not be transferred without the prior written agreement of our Company. In all cases, the accepted of fer def ines the place and date of delivery, the quantity

and the characteristics of the product to be delivered.

By way of exception, in the absence of a prior order formalised in writing, the delivery or collection note will be deemed, by express agreement, to be equivalent to a letter or order form and will therefore constitute the written sales contract

between our Company and the Client, enabling our Company to exercise its rights of recourse against the Client, particularly in the event of non-payment. Estimates and documents drawn up by our Company and which do not give rise to

an order must be returned to our Company, without prejudice to our Company’s right to invoice the costs of studies, development of prototypes and travel. In all cases, it is the Customer’s responsibility to check the content of the estimates,

projects and calculation notes provided by our Company and to certify that they meet the conditions of use envisaged. Any modif ication or cancellation of an order must be the subject of a written agreement between our Company and the

Customer under the conditions set out herein, in particular in Article 4.

Article 2 - Conf identiality - Intellectual property

All information transmitted by our Company, and in particular specif ic sales prices, is conf idential. The constituent elements of our of fer, in particular the formulations, plans, drawings, models, samples, our Company’s products, technical or

IT solutions implemented, even when they are established on the basis of information provided by the Customer, are the intellectual and material property of our Company.

Unless authorised in writing by our Company, they may not therefore be used, reproduced, communicated, disclosed or transmitted for any reason whatsoever by the Customer to third parties, and in particular to competing companies, on

pain of giving rise to a claim for damages against our Company. This provision in no way af fects the Customer’s freedom to consult, compare and assess the various of fers submitted to them. The Customer may, at its own expense, carry out

examinations enabling it to ensure the quality of the products supplied, as well as the usual and standardised tests adapted to the intended use of the products sold. It is forbidden to analyse the composition of these products. The delivery

of any control software as part of the sale of products and/or ancillary services, including its documentation supplied in French, unless otherwise stipulated, confers on the Customer a simple, non-transferable and non-exclusive right to use

the software for the normal operation and maintenance of the products, limited to their lifetime, without any transfer of rights, in particular industrial or intellectual property rights, to this software, or even the right to copy this software, with

the exception of a backup copy. This software and its source codes may not be modif ied, disclosed, transferred or incorporated into other software or used for other products or solutions. The Customer, and the Customer alone, is responsible

for the use made of this software and for any declarations to the authorities that may be required. If the software to be delivered by our Company incorporates all or part of software belonging to a third party, this part of the software will

be delivered and a simple right of use will be granted under the same conditions as the one granted by the third party owner to our Company. If the Customer requires the products and/or software which are the subject of the order to be

used or to interconnect with products or software supplied by third parties, the Customer shall inform our Company prior to the signature or formation of the contract and the Customer shall be solely responsible for obtaining from said third

parties all intellectual property rights, licences, authorisations and information relating to the products and/or software, so that our Company can fulf il its obligations under the contract. The Customer shall be solely liable if, in order to ensure

that the products comply with the specif ications sent to it by the Customer, our Company carries out a manufacturing process that constitutes, without the Customer’s knowledge, an infringement of registered patents, designs or models.

Article 3 - Obligation to provide information

In all cases, the f inal choice of products, as well as their destination and use, rests with the Customer. Nevertheless, our Company is bound by an obligation to provide advice, which cannot be implemented without clear prior information from

the Customer. In this respect and prior to the preparation of our Company’s of fer, so that it meets the Customer’s specif ic expectations, the Customer shall take care to inform our Company, in particular, of (i) the end use for which it intends

to use the products sold and their ancillary services, (ii) the expected performance of the product; (iii) the conditions for implementation and life of the product (particularly the weather condition in the place of its implementation), (iv) the

stresses to which the product will be subjected - whether physical (particularly the intensity and frequency of the traf f ic to which the product will be subjected) or chemical (particularly the substances with which the product will come into

contact); (v) the specif ic situation of the place where the product will be used and, if necessary, the place and/or method of delivery (particularly urban and/or environmental and/or climatic constraints); (vi) the risks associated with the

environment, such as, for example, the risk of disturbance to neighbours, particularly taking into account in particular the nature of the work, the period during which it will be carried out, its duration, its location (urban, natural area, etc.); (vii)

the specif ic risks of the work, such as, for example, the presence of buried networks (gas, electricity, water), in accordance with the terms of DT/DICT decree no. 2011-1241 of 5 October 2011; (viii) the presence on the site, and more particularly

in the work areas, of hazardous substances (asbestos, tar, lead, etc.); (ix) the specif ic situation of the work with regard to the property rights of third parties and constraints linked to town planning regulations (existence of easements, building

permits, specif ic authorisations); (x) the involvement of several companies likely to require the implementation of coordination within the meaning of law no. 93-1418 of 31 December 1993. In application of this obligation to provide information,

the Customer shall provide all the documents and plans necessary for our Company to be fully informed. The information given by the Customer is decisive for the successful completion of the order. If the Customer fails to fulf il its obligation

and pending the provision of information or additional information, our Company may postpone the execution of the order. The Customer shall then bear the consequences of its failure to meet the deadlines and prices. Our Company may

not under any circumstances be held liable for misuse of the products and the prejudicial consequences for the Customer, or for failure to comply with the product data sheets.

Article 4 - Product delivery locations and times

Delivery will be made in accordance with the order. Any change to the place and/or time of delivery shall require the Company’s express prior agreement. No changes may be made less than seventy-two (72) hours before the delivery date

specif ied in the accepted order and, in all cases, after the transport service provider has taken charge of the order. After this deadline, no request for modif ication will be accepted and the order will be invoiced. The products sold are manu-

factured according to the technical specif ications in the of fer signed by the Customer to form the contract, as well as the regulations, best practice and standards in force in mainland France on the day the of fer is submitted by our Company.

Unless otherwise stipulated in the of fer or the accepted order, factory tests and quality controls of our products and order software will be carried out in accordance with our internal procedures. If the Customer orders other tests, which are

accepted by our Company, we will notify the Customer eight (8) calendar days before the date on which these tests are to be carried out. The Customer shall then have three (3) calendar days to conf irm the names of its representatives, no

more than two (2) of whom may attend these tests. The Customer shall bear all the costs of carrying out these tests and checks, as well as those of its representatives, including travel and accommodation. If the Customer does not wish to

be present at these tests, or does not reply within the time limit indicated above, we shall provide the Customer with the results of the tests and checks, which shall then be deemed to be adversarial. Once these tests and checks have been

completed, if additional tests or rework are required to meet the Customer’s specif ic requirements, our Company must be given a reasonable period of time in which to carry out the rework. If only minor defects are found that do not af fect the

operational use of the equipment, it will be delivered in accordance with the agreed timetable, adjusted if necessary to take account of these defects. Products may only be sold under their brand name in their original condition and packaging.

The Customer undertakes to take delivery of the products at the place and on the date indicated on the order conf irmed by our Company or the quotation. The Customer undertakes to inform our Company immediately of any event likely to

jeopardise delivery under the conditions set out above. If the Customer fails to fulf il their acceptance commitment, delivery, with the resulting legal ef fects, will be deemed to have taken place on the date indicated on the order conf irmed by our

Company or the quotation, and without reservation. Consequently, all costs that may arise from this failure, in particular storage costs, will be borne by the Customer. Payment will be due on the agreed payment date, either on its premises or at

the agreed place of delivery, both for “in-stock” products and for storage and handling costs. All risks and costs associated with storage shall be borne by the Customer, and our Company shall not be held liable in this respect. The same applies

if the Customer requests a postponement of delivery. Our Company undertakes to do its utmost to meet delivery deadlines. Deliveries will only be made subject to availability and on a f irst come, f irst served basis. Our company is authorised

to make full or partial deliveries. Delivery times are indicated as accurately as possible but are subject to supply and transport possibilities and only run from the day on which we are in possession of all the technical information necessary for

the performance of our service. Exceeding the delivery time may not give rise to damages, deductions or cancellation of orders in progress. However, if two (2) months after the indicative delivery date, the product has not been delivered,

for any reason other than force majeure, the sale may be cancelled at the request of either party; the Customer may obtain the return of their deposit to the exclusion of any other compensation or damages. Any event within the meaning of

Article 1218 of the French Civil Code which automatically releases us from our obligation to deliver shall be deemed to be force majeure, in particular war, riots, acts of terrorism, f ire, epidemics and pandemics, even if the risk of a pandemic

was known at the date of conclusion of the contract, provided that our Company acted as a prudent person and took all the measures and precautions necessary for the proper performance of its obligations, strikes, lockouts, total or partial

interruptions of transport, acts of piracy or other hostilities, embargoes and impediments resulting from the provisions of the administrative authorities with regard to imports and exports, exchange rates or economic regulations, shortage

of raw materials, shipwreck, accidents, breakdown of equipment, impossibility of being supplied. Nor can our Company be held responsible for any delay, for the same reasons, on the part of its own employees, suppliers, subcontractors or

carriers. In addition to cases of force majeure, delivery times will be extended in the event of events af fecting or hindering the normal operation of the installations and in particular in the event of bad weather, mechanical breakdown of our

equipment or installations, power failure or delays by other parties, suppliers, subcontractors or carriers, for the reasons set out above. We will inform the Customer in good time of the cases and events listed above.

Article 5 - Product delivery arrangements

When delivery is made by handing over the product to the Customer or to a third party carrier chosen by the Customer, in our Company’s factories and warehouses, the Customer undertakes to accept the products under the conditions indi-

cated on the order and in accordance with the traf f ic and safety instructions specif ic to the collection site (in particular the traf f ic plan and any safety protocol). All operations subsequent to loading, in particular transport, handling, delivery

to site, insurance and any customs clearance, etc., are carried out at the Customer’s risk. When delivery is made by handing over the product to the Customer at the place of their choice, our Company will use either its own services or a third

party carrier chosen by it and having suf f icient technical capacity with regard to the order and the information provided by the Customer. The Customer must ensure that the delivery site can be accessed safely by our Company’s vehicles

or by the vehicles of the carrier chosen by our Company. For all orders of less than €300 (three hundred) excluding taxes, a f lat-rate contribution of €70 (seventy) excluding taxes will be charged, corresponding to the costs of processing,

preparing and dispatching the order. In addition, all express delivery charges will be borne in full by the Customer, who will have made the request. The Customer undertakes to ensure that the products are unloaded in compliance with the

technical and safety regulations in force and using suf f icient manpower. Unloading must begin within f ifteen (15) minutes of the arrival of our Company’s vehicle or the vehicle of the carrier chosen by our Company at the delivery site. The

unloading operation must not exceed thirty (30) minutes. The Customer will be billed for any costs and surcharges incurred if these deadlines are exceeded.

Article 6 - Inspection of delivered products and returns policy

When delivery is made by handing over the product to the Customer or to a third-party carrier chosen by the

Customer, in our Company’s factories and warehouses, it is the responsibility of the Customer and, where applicable, the chosen carrier to ensure that the product delivered corresponds to the order, in particular with regard to the charac-

teristics of the product, such as the quantity delivered, which can be checked immediately. No claim will be accepted in this respect after collection, either by the Customer or by the chosen carrier. It is the Customer’s responsibility to check

deliveries on arrival at their site and, if necessary, to take any action they deem appropriate under the conditions and timeframe agreed with the carrier. When delivery is made by handing over the product to the Customer at the place of their

choice by our services or by a third party carrier chosen by our Company, it is the Customer’s responsibility, in the event of damage, shortages, non-conformity or apparent defects, to make any written reservations specifying the existence

and extent of the damage to the services of our Company and the carrier chosen at the time of delivery and to conf irm them by registered letter with acknowledgement of receipt within three (3) working days following receipt of the goods.

It is the Customer’s responsibility to provide any justif ication as to the reality of the defects and anomalies observed. They must give us every opportunity to ascertain the defects and remedy them. The Customer shall refrain from intervening

themselves or having a third party intervene for this purpose. Otherwise, the Customer is deemed to have acquired the products without reservation. The results of checks on the characteristics of the products, which may be carried out at

the Customer’s request, may only be invoked against our Company if they relate to samples taken jointly and in duplicate at the time of delivery. The results of quantity checks may only be relied upon against our Company if they are carried

out by both parties using an electronic weighing system approved by the French Department of Measuring Instruments and with the usual commercial accuracy. Returns are not authorised without the express and formal agreement of our

Company and the transmission by our Company of an RMA Return Merchandise Authorisation including the return authorisation and a product return number In any event noncatalogue specif ically produced customised andor madeto

measure products which have been the subject of a specif ic order by the Customer as well as gantries jibs high masts and VMS variable message signs may not be returned or exchanged Any product returned without this agreement will

be held at the Customers disposal and will not give rise to the issue of a credit note The costs and risks of the return are always borne by the Customer If our Company accepts the return of the products sold after their factory examination

a credit note will be issued in favour of the Customer subject to the return of the said products in new condition and after deduction of 15 for administrative costs In the event of nonconformity of the products delivered a new delivery

will be made or the Customer will be reimbursed to the exclusion of any compensation or damages In accordance with articles R543195 et seq of the French Environment Code and European regulations relating to the composition of

electrical and electronic equipment EEE and the elimination of waste from such equipment in France our Company collects and processes waste from professional electrical and electronic equipment EEE supplied to the Customer either

directly or through an approved ecoorganisation In this context the Customer shall ensure that the site where the equipment is to be used is accessible so that our Company can collect it directly or indirectly For any operation in a country

outside the European Union as a professional the Customer undertakes to inform our Company of the applicable provisions to fulf il these obligations by releasing our Company from all liability and in the event of provisions imposed on our

Company to pay a specif ic price supplement

VERY IMPORTANT NOTICE Gel Products Some emulsion products can be damaged by the cold and will not be dispatched in frosty weather If frost occurs during transport our company cannot be held responsible for any damage that may occur

Article 7 Performance of ancillary services

All ancillary services will be carried out according to the technical specif ications specif ied in the of fer signed by the Customer to form the contract as well as the regulations best practice and standards in force in mainland France on the day

the of fer is submitted by our Company Quantities quoted are indicative only Only the quantities actually used will be taken into account when the invoice is drawn up Our Company reserves the right to use the subcontractors of its choice

and the Customers agreement to the present contract shall constitute approval of such subcontractors

Article 8 Presentation and use of products and ordering software

Our Company may of fer the Customer presentation and handover services for the products and order software to employees designated by the Customer and specif ied in the order who will be responsible for installing operating andor

maintaining the products This service shall take place either on our premises or on site as described in the order The content and duration of this service will be detailed in the order Both our Company and the Customer in their respective

capacities as employers shall bear the costs of salaries social security and insurance for their employees and shall be responsible for obtaining the necessary authorisations The Customer shall be responsible for all accommodation travel

and transport costs for its employees The service shall be provided collectively and our Company shall be deemed to have performed its services hereunder even if some or all of the Clients employees were not present on the days agreed

with the Client it being specif ied that our Company shall not incur any liability as to the ability of the Clients employees to perform their duties after having attended the product and order software presentation and familiarisation service

Article 9 Time for performance Acceptance of ancillary services

On the start date the site must be accessible and the preparatory work must have been completed in such a way as to enable the ancillary services to be carried out The lead times specif ied in the of fer signed by the Customer or the order

conf irmed by us shall only start to run from the day on which our Company is in possession of the necessary administrative authorisations and technical documents In addition to the cases of force majeure referred to in Article 4 these

deadlines will be extended in the event of events af fecting or hindering the normal operation of the facilities and in particular in the event of bad weather pandemic strike epidemic mechanical breakdown of our equipment or facilities lack

of energy or delays by other parties suppliers subcontractors or carriers or in the event of unforeseen or additional work The Customer and our Company are obliged to accept the ancillary services In principle this acceptance takes the

form of a report signed by the Customer and our Company The Customer undertakes to participate actively and loyally in the acceptance in the presence of both parties of ancillary services at our Companys initiative Failing this and once

the ancillary services have been completed acceptance will be recorded by a letter sent by our Company by recorded delivery with acknowledgement of receipt In the absence of any reaction from the Customer within a period of one 1