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month, acceptance will be acquired without reservation on the date of issue of the registered letter with acknowledgement of receipt, even without full payment of the price by the Customer.

At the formal request of our Company, partial acceptance of ancillary services will be carried out under the same conditions, particularly in the case of services comprising several lots, or in the case of staggered services or services involving

several companies.

Article 10 - Retention of title

Our Company retains ownership of the products sold until full payment of the principal and ancillary costs has been received. Failure to pay any of the instalments may result in the products sold or their price being reclaimed under the condi-

tions laid down by law. These provisions do not preclude the transfer to the Customer, upon delivery or collection, of custody, the risks of loss and deterioration of the products sold and liability for any damage they may cause. The Customer

therefore undertakes, at its own expense, to insure the products ordered, in favour of the Company, by an ad hoc insurance policy, until full transfer of ownership, and provide proof of this to the Company at the time of delivery. Failing this,

the Company shall be entitled to delay delivery until such proof is produced. As soon as the Customer becomes aware of any action by third parties aimed at obstructing this provision, and specif ically when third parties are led to assert their

claims on the products sold by means of seizure, conf iscation or any other equivalent procedure, the Customer must notify us in order to enable us to safeguard our interests.

Article 11 - Pricing conditions

The selling prices applicable to the products sold are set out in the current price list, which is available on request, except for of fers and orders covered by a specif ic quotation and a specif ic price. Unless otherwise specif ied, prices are stated

in euros, exclusive of tax, ex works, including packaging and marking in the name of our Company, except for special packaging and marking required by the Customer, which are taxed in addition. The sales prices are based on our price lists

in force on the day of delivery or collection and are therefore formulated without VAT, sales taxes, duties, levies, turnover taxes, surcharges, stamp duties, withholding taxes and other similar taxes, customs duties and formalities or any other

service to be paid in application of French regulations or those of an importing country or a country of transit, which the Customer undertakes to bear, in addition to the prices quoted. Should these taxes, duties, formalities, services and

other taxes be imposed on us, our prices will be increased accordingly and will be payable by the Customer. No discount or rebate will be granted on the current price, unless specif ically negotiated. The prices do not take into account the

charges linked to the possible application of Law no. 93-1418 31 December 1993 and subsequent texts relating to coordination on building and civil engineering sites involving at least two companies or self-employed workers in cases where

our Company is responsible for coordination. These charges would then be in addition to the stipulated price. All prices are in euros. In addition, as prices are established on the basis of information known on the day they are drawn up, they

may be subject to change, particularly in the event of price f luctuations, modif ications or the market availability of elements and components of our products that signif icantly af fect the production price of said products. The same applies in

the event of the entry into force or modif ication of laws, regulations, standards or methods that may have an impact on prices and other elements of the accepted of fer or order. In this case, the Parties will meet to renegotiate in good faith

the prices af fected by the said modif ication within a maximum period of one (1) month. In the event of a change, at the Customer’s request, in the nature of the products and ancillary services, or in the event of a variation of plus or minus 10%

(ten percent) in the volume of sales or ancillary services compared with the quantities provided for in the initial quotation, our Company reserves the right to revise its of fer in order to include the additional costs incurred by these changes and

their impact, particularly in terms of lead times. If the Customer does not accept the of fer as revised within 15 (f ifteen) calendar days, the Customer will remain bound by the of fer or order accepted, the modif ication of which was requested

and execution of which was suspended. All costs and other consequences associated with this suspension of performance caused by the Customer’s request for modif ication shall be borne by the Customer. Our Company reserves the right

to make any changes it deems necessary to the products at any time, without prior notice, and is under no obligation to make any changes to products previously delivered or in the process of being ordered, nor to the models def ined in our

leaf lets, catalogues and various printed advertising material, as these documents have no contractual value.

Article 12 - Payment guarantee

Our Company reserves the right, as soon as the of fer has been accepted or even during the course of delivery, and in particular in the event of the Customer requesting payment by instalment, to require a payment guarantee for the sale price,

minus any deposits, advances and payments made. This guarantee takes the form of a joint and several guarantee given by a credit institution, an insurance company or a collective guarantee body. Our Company may request an increase

in the amount of the payment guarantee if the initial order is modif ied. Failing provision of the requested guarantee, our Company reserves the right not to proceed with the order, to suspend deliveries or to terminate the order legally,

without compensation and to the detriment of the Customer. Suspension will take ef fect eight (8) calendar days after formal notice has been sent but has gone unheeded. This suspension, which results from the simple failure to deliver the

requested guarantee, is not conditional on a failure to pay. The payment guarantee shall be released once the last invoice has been paid. Our Company reserves the right, under the special "pluviôse" movable lien resulting from the provisions

of article L.3253-22 of the French Labour Code, to enter into an agreement with the Customer, who accepts it, the purpose of which is to make our Company succeed to the Customer’s position as creditor of the project owner if the products

covered by the order are supplied for the execution of work in the nature of public works. The Customer then undertakes, in accordance with the regulations relating to Public Procurement in force, to send this agreement, for approval, to the

co-contracting public entity and to the assigning accountant.

Article 13 - Payment of the price - Terms and conditions

Unless there are special conditions, the price is payable in cash, without discount, on receipt of the invoice. Unless otherwise stipulated in the order and/or the applicable interprofessional agreement, payment shall be made within 30 (thirty)

days of the date of issue of the invoice. Whatever the means of payment used, any payment is not considered to have been made until our Company’s account has been irrevocably credited with the sum due. Unless specif ic conditions

stipulate a higher percentage, an advance equal to thirty (30) percent of the amount of the order will be paid at the time the order is placed. If several monthly statements are drawn up, this advance will be deducted from the f inal invoice. In

the event of cancellation of the order by the Client, after its acceptance by the Company, less than f ive (5) days at least before the date scheduled for the supply of the products ordered, for any reason whatsoever other than force majeure,

the advance paid at the time of ordering shall be automatically acquired by the Company and may not give rise to any reimbursement whatsoever. If payment by bill of exchange has been accepted, the bill of exchange must be submitted

to our Company within forty-eight (48) hours of the invoice date. Any delay will be considered as a default of payment and payment will become immediately due. In the event of non-payment of all or part of any of the instalments that may

be agreed, all instalments shall become immediately and automatically due and payable eight (8) calendar days after formal notice to pay has been sent by registered letter with acknowledgement of receipt and has remained unsuccessful,

and our Company shall be authorised to suspend all deliveries, all orders, all of fers accepted in progress and all requests for quotations, or even to terminate them, without further formal notice, and without prejudice to any claim for com-

pensation for the costs and prejudice caused. The Customer must reimburse all costs and fees incurred by the legal recovery of sums due. In France, invoices sent to the State, local authorities and their Public Establishments are payable in

accordance with the terms and conditions set out in the Public Procurement regulations in force, including the provisions relating to interest on arrears, which will be due legally in the event of failure to pay within the required period. Under no

circumstances may payments be suspended or of fset in any way without the prior written agreement of our Company. Any partial payment will be deducted from the non-preferential part of the debt and then from the sums that are due and

payable earlier. Any default in payment, even partial, as well as any deterioration in the Customer’s credit may justify the requirement of guarantees or payment in cash or by draft payable on demand, before the execution of orders received.

Article 14 - Late payment

In the event of late payment, the Customer shall be liable, legally and without prior formal notice, for a late payment penalty calculated prorata temporis by applying to the total sums due, a rate equal to the interest rate applied by the

European Central Bank plus ten (10) points as provided for in article L.441-10, II of the French Commercial Code. Interest on arrears will begin to accrue from the day following the date of payment shown on the invoice and will continue to

accrue until the date of full payment of all sums due to our Company. In addition, a f lat-rate indemnity for collection costs of forty euros (€40) shall be payable legally and without formality in the event of late payment, plus any additional

collection costs incurred by our Company.

Article 15 - Invoice disputes

When our Company delivers to a site chosen by the Customer, the invoices issued shall clearly show all the elements to be borne by the Customer, and in particular the transport costs, any customs formalities and their costs. Under penalty of

foreclosure, any invoice dispute must be notif ied to our Company by registered letter with acknowledgement of receipt, within 15 calendar days of the date of issue. Even in the event of a dispute, payments cannot be suspended. Any partial

payment will be deducted from the non-preferential part of the debt and then from the sums that are due and payable earlier.

Article 16 - Warranties

The products sold are subject to legal warranties.

The products are covered by a specif ic warranty for a period of one (1) year from the date of delivery:

- lamps with a three-month warranty;

- batteries that are covered only by the manufacturer’s warranty.

During the warranty period, any part or component, including control software, found to be faulty or recognised as defective by our Company’s technical department will be repaired, corrected or bypassed in our workshops in accordance with

our own standards, or replaced free of charge during this period, within a reasonable period depending on the seriousness of the problem. This warranty is only valid if the repair work or standard exchange is carried out by us and provided

that the malfunction or anomaly can be demonstrated by the Customer and established by our Company.

However, the warranty is excluded:

- (i) if the product sold or the ancillary services provided, including the order software, which are suitable for normal use, are unsuitable for the specif ic use and/or purpose for which they are intended and this specif ic use and/or purpose was

not brought to the attention of our Company and duly accepted at the time the order was placed,

- (ii) if the product sold, including the control software, has not been implemented or used in accordance with its intended purpose, or with good practice, or with the directives contained in the technical and commercial appendices of our

Company, or with the usual precautions,

- (iii) if the defective result is the result of a design imposed by the Customer, defects in materials supplied by the Customer, normal wear and tear or negligence or lack of maintenance on the part of the Customer, or the act of a third party,

and in particular if it is the result of transport, handling or storage, their installation or treatment on site, carried out by the Customer or a third party, or as a result of acts of sabotage, strikes, riots (or war), damage caused by water, f ire and

any event of force majeure within the meaning of article 1218 of the French Civil Code,

- (iv) if the Customer or one of their agents has carried out repairs, interventions or modif ications on the product(s) and its accessories, including the control software, and in particular if they have added any kind of component (etc.) modi-

fying their composition, or disassembled or reassembled them.

The dimensions, weight and colour of certain products, which are subject to variations inherent in their nature or manufacture, are subject to the usual tolerances. With regard to the colour of coatings and materials, compliance is subject to

the usual tolerances and there is no guarantee that they will last, unless our Company expressly accepts a specif ic prescription. The replacement of defective products or parts shall not have the ef fect of extending the duration of the above

warranty. When our Company’s service is limited to the application of a coating on a support post supplied by the Customer, the Customer is obliged to guarantee the durability of this support post. It is the Customer’s responsibility to inform

our Company of any doubts about its characteristics when the quotation is drawn up, so that we can carry out the necessary checks. Failing this, and in the event of problems arising from a defect in this support, the Customer waives the right

to hold our Company liable. The provisions of this article apply subject to the additional general conditions of sale specif ic to galvanisation and powder coating set out below. The Company’s obligations set out in this Section 16 constitute the

Company’s only warranties and exclude all other warranties and undertakings, whether oral, written, express or implied.

Article 17 - Limitation of liability

The liability of our Company, for any reason whatsoever, with respect to the Customer and their benef iciaries, is expressly limited to the amount of the of fer or the order accepted, to the exclusion of any payment of compensation of any kind

and for any reason whatsoever, subject to mandatory legal provisions. It shall only intervene if there is a defect in the products sold established by contradictory evidence, insofar as this defect is not due to one or more of the situations listed in

the article “Places and times of delivery of Products” or to a fault on the part of the Customer or a third party. In all cases, the Customer retains responsibility for all other costs and/or compensation of any nature whatsoever, and in particular

installation/uninstallation costs, operating losses, f inancial losses, loss of opportunity or gain, removal/reinstallation costs, environmental damage and liquidated damages and all other third-party claims.

Article 18 - Regulations relating to embargoes and export restrictions

The Customer conf irms that it is aware of and undertakes to comply with all national and international laws and regulations relating to export controls and trade embargoes in force that may apply to the performance hereof. The Customer

undertakes not to expose our Company, directly or indirectly through its actions, to any risk of infringement of the sanctions applicable in this respect. Notwithstanding any stipulation to the contrary in this contract, our Company reserves the

right without incurring any liability to suspend all or part of the performance of this contract or to terminate this contract legally in the event that the Customer contravenes the stipulations set out above or if a law or regulation applicable

when this contract takes ef fect or which becomes applicable after it takes ef fect compromises the continued performance of said contract in all legality Suspension or termination of the contract will take ef fect f ifteen 15 calendar days after

notif ication is sent by registered letter with acknowledgement of receipt This notif ication must express the intention to apply such a clause

Article 19 Processing of personal data

In its capacity as data controller and in the interests of its legitimate business our Company is required to process certain professional personal data of the Customers employees agents andor representatives andor its subcontractors and

representatives where applicable as part of its internal management processes specif ically contacts and management of supplierscustomers partners and subcontractors as well as to ensure contractual followup and communicate with

the Customer This processing is carried out directly by our Company or indirectly through internal or external personal data processors Such processing may where applicable be carried out using tools andor processes shared with all or

some of the entities and companies directly or indirectly controlled by Colas the Group Tools As part of the Colas Group our company benef its from and uses the Groups tools Group Tools include Microsoft 365 tools and solutions The

individuals concerned benef it from the rights guaranteed by French law and Regulation 2016679 of 27 April 2016 known as the GDPR namely right of access right of rectif ication right to erasure right to be forgotten right to object to

processing right to limit processing right to data portability right to object right not to be subject to a decision based exclusively on automated processing right to withdraw consent at any time if processing is based on consent postmortem

rights Any request by data subjects to exercise their rights andor to obtain information concerning the processing of their personal data should be addressed to the Chief Privacy Of f icer CPO of the Colas Group at the following address

dataprivacy@colascom The Customer is responsible for distributing the CPOs contact details to the relevant persons The Customer is responsible for informing the persons concerned its employees managers and any representatives of

the transmission to our Company and of the processing in this context of their Personal Data

Staf f This processing is necessary for the establishment and management of the contractual relationship and for the performance of the contract The Customer hereby declares and guarantees i to have obtained any agreement that may

be required from its employees directors andor representatives and ii to carry out the said communications of Personal Data in compliance with the law applicable to data protection amended law no 7817 of 6 January 1978 relating to

information technology and civil liberties and the GDPR

Article 20 Termination and nonrenunciation clause

In the event of nonperformance of its obligations by one party this contract will be terminated legally in favour of the other party without prejudice to any damages andor penalties for delay that may be claimed from the defaulting party

Except where the provisions of Article 13 apply termination will take ef fect f ifteen 15 calendar days after formal notice has been sent by registered post with acknowledgement of receipt but having remained unsuccessful In the event of

cancellation of all or part of an order accepted by our Company products already delivered or in the process of being delivered must be paid for by the Customer in accordance with the provisions set out herein The fact that a party does not

avail itself of any of the clauses herein at a given time shall not constitute a waiver of the right to avail itself of the same clauses at a later date The parties mutually agree that the fact that one of the parties tolerates a situation does not have the

ef fect of granting the other party acquired rights If any provision of this contract is contrary to any applicable law or regulation that provision shall be deemed to be set aside without af fecting the validity of the other provisions of this contract

Article 21 Jurisdiction clause

The Versailles Commercial Court shall have sole jurisdiction over any disputes relating to the performance or interpretation of this agreement even in the event of a thirdparty claim or multiple defendants

Article 22 Applicable law Language

By express agreement between the parties these general terms and conditions of sale and the resulting purchase and sale transactions are governed by French law The application of the provisions of the Vienna Convention on the International

Sale of Goods is excluded For your convenience these general terms and conditions of sale have been translated into English However in the event of a dispute the French text alone shall prevail