GENERAL TERMS AND CONDITIONS OF SALE

I. GENERAL REMARKS
1.
Any order placed and / or reception of goods delivered implies acceptance of our general and specific sales terms and conditions, regardless of any
stipulation to the contrary, either mentioned in the orders or separately, by our customers.
2.
Any special conditions appearing on our proposals shall take precedence over the corresponding part of our general terms and conditions of sale.
3.
Our commitments are only valid subject to written confirmation from us.
4.
Given the specific nature of the techniques used, our delivery dates are given only as an indication. Any late delivery penalty and / or cancellation
of orders and / or damages chargeable to us are hereby excluded in case of late delivery for any reason whatsoever.
5.
Our price quotations shall only be construed as a commercial offer whose acceptance by the purchaser would lead to the creation of a contract upon
approval by us as regards the performance and settlement terms and conditions, requiring the purchaser to present guarantees deemed satisfactory.
6.
Our prices are quoted according to our packaging standards, ex-works, exclusive of any taxes, and our invoices in addition, clearly bear all other
elements of cost.
7.
Given the nature of our plastics conversion activity, the cost of materials is a key factor in determining our selling price, and any sudden and significant
rise in material costs may force us to adjust our selling prices, even if we have previously confirmed them.
8.
Due to the specific characteristics of the extrusion process (compression and stretching of the material, etc.), the general tolerances (thicknesses, formats)
which are therefore customary in this trade, and in order to simplify matters for both our customers and ourselves, our prices per kg are established
on the basis of a theoretical density; the maximum difference between the density obtained after extrusion and the theoretical density is ±10% for
thicknesses of less than 2.5 mm.
Consequently, the same tolerance of ±10% will apply to the overall tonnage of the order.
9.
Taking into account the large variety of possible compositions or additives and also the considerable influence of the conditions of transformation, and
the use of the products sold, our company is expressly relieved of all responsibility and guarantee as far as the choice, use and implementation of the
products is concerned. For the same reasons, the information given on both sides of our technical information sheets, as well as our potential advice,
opinions, research or recommendations, are supplied to the client according to our experience and in all sincerity. However, in no case does it bind
our responsibility. It is the responsibility of the client to take preliminary precautions to confirm from their perspective (independently from our company
and from the information given) – notably by way of tests or experiments in relation to the true working conditions – that our supplies are perfectly
adapted to the use for which they have been designed and to the conditions of this use or to the necessary formal conditions which may apply (for
example, fire classification regulation).
10.
In the case where our customers supply grinded products for processing by extrusion or co-extrusion, it is imperative that the customer's suppliers ensure
the cleanliness and origin of the grinded products sent to us. Pollution of grinded products can have very serious consequences for both personnel and
property (for example, a mixture with PVC can cause irreversible chemical attack on screws, dies, calenders, etc. through the release of chlorine), the
financial consequences of which will be charged directly to the customer supplying the grinded products.

II. TRANSPORT
In all cases, including carriage paid shipments, the goods travel at the consignee's risk. In the event of missing goods, damages or delays, it is the
recipient's responsibility to make all written and presumed claims to the carrier at the time of delivery and to confirm them by registered letter with
acknowledgement of receipt within THREE days (articles 103 to 108 of the French Commercial Code).

III. COMPLAINTS
1.
As our activity involves either subcontracting or manufacturing semi-finished products, the customer assumes full responsibility for the choice of material(s)
and the design of the parts according to the industrial requirements that he is seeking and that only he knows precisely; in particular, the customer
assumes full responsibility for industrial property rights relating to the production and/or use of the products (nature, appearance, design, decoration,
film, surface finish, grain) that he orders from us. The customer therefore decides on the technical specifications that define all aspects of the products
to be manufactured.
2.
Regarding the transport risks mentioned above, any goods that have not been the subject of written reservations within EIGHT days (from delivery) will
be considered conform with the order, both in quantity and in quality, on the understanding that no complaint may be taken into consideration after
this period of 8 days. Any storage likely to cause excessive wear on the products is at the customer's risk. See our storage recommendations.
3.
Carolex will not accept any claims linked to the quality of its products beyond the period of 12 months from the delivery date.
4.
In the event of a quality defect being found, our liability shall be strictly limited to the replacement of the goods after they have been returned or,
where applicable, to their collection by our Company, to the exclusion of any other costs and/or compensation of any nature whatsoever.
5.
Only written complaints concerning orders placed and confirmed in writing can be taken into consideration, it being understood and specified to the
customer that slight variations in thickness, colour, gloss or mattness within the usual tolerances cannot justify a complaint, similarly, as the flat die extrusion
process using an endless screw is, by its very nature, likely to generate defects inherent in the technique, in particular small surface defects such as
pitting or scoring, or flaws in flatness, in particular for low thicknesses ≤ 2 mm, the customer may not use this as a basis for a complaint.
6.
We advise the purchaser to familiarise themselves in advance with the conditions of exclusion and the extent of use of our products, and to take the
necessary precautions; In particular, if inks, glues, paints, greases, detergents, etc. are applied to the products, given the ever-changing physico-chemical
properties of the various components, we strongly recommend that our customers systematically carry out tests to check the compatibility and/or
adhesion of the products to each other, each time they receive our products.
7.
The disputed goods must be stored by the buyer until the complaint has been finally settled. The buyer may neither refuse to accept goods that are the
subject of a complaint, nor return them without our written authorisation.

IV. CANCELLATION
Any order that has been acknowledged cannot be cancelled by the customer without us invoicing them for the costs incurred (supply of special material,
special colouring, production costs, etc.).

V. SETTLEMENT
1.
Our goods are payable to Longué Jumelles within thirty days net, date of invoice, subject to the prior agreement of our financial services. Cash or
advance payment does not entitle the customer to a discount, except in the case of a specific agreement between Carolex and the customer.
2.
Any sum not paid on the agreed due dates will automatically give the right, without prior notice, to a late payment penalty of at least one and a half
times the legal interest rate, without prejudice to any other damages, interest and costs.
3.
Non-payment or late payment on a due date authorises us to suspend deliveries, terminate the contract or amend its terms. In the event of non-payment
or late payment, all sums due for any reason whatsoever, including those not yet due, shall become immediately payable, and we shall be entitled to
cancel all orders in progress.
4.
In any event, we reserve the right, at any time, even during a contract or order, to require a guarantee approved by us of the satisfactory performance
of the customer's commitments and/or payment in advance or in full upon delivery. If the customer refuses or is unable to comply, we are entitled to
cancel all or part of the order or contract, or to suspend delivery, it being specified that payment for the goods, even if undelivered, is still due, as
each production run is specific to each order. For the same reason, any goods ordered which cannot be delivered on account of the customer remain
payable by the customer on the due date initially stipulated.
5.
In accordance with Articles L 441-3 and L 441-6 of the French Commercial Law (Code de Commerce), as from 01 January 2013, a fixed indemnity for
collection costs amounting to 40 euros is due for any delay in payment.

VI. JUDICIAL CLAUSE
As expressly agreed, if it is necessary to recover a debt by means other than amicable settlement, the amount will be increased by 15% plus interest,
with a minimum of €1,525, plus any legal costs.

VII. TERMINATION
Where applicable, we may, at our discretion, terminate the sale by law, to the detriment of the purchaser, by registered letter sent by us to the
purchaser:
- in the event of non-performance, even partial, of any obligation whatsoever that the buyer may have towards us,
- in the event of the buyer's receivership or liquidation.

VIII. JURISDICTION – APPLICABLE LAW
It is expressly agreed that the Court of Angers (Tribunal de Commerce d'Angers) shall have exclusive jurisdiction for any dispute, even in the event of
multiple defendants or third-party claims, regardless of the place of delivery or processing of the goods. The various methods of dispatch or payment
do not constitute an amendment or a waiver of this jurisdiction clause. Only French law shall apply to the exclusion of any other legislation or convention,
in particular the Vienna Convention on Contracts for the International Sale of Goods.

IX. OWNERSHIP RESERVE CLAUSE (Law 85-98 from 25.01.85)
We reserve ownership of the goods until the price has been paid in full. The customer who holds the goods as a result of delivery may not dispose of
them in any way whatsoever until the price has been paid in full. It is however specified that, regardless of the reservation of ownership, the purchaser
shall bear the risks in the event of loss or destruction occurring between delivery of the goods and full payment of the price and shall take out all
necessary insurance for this purpose and at its own expense. If payment is not made, in full or in part, the goods may be reclaimed by us without delay
and without any particular formality. We also reserve the right not to reclaim the goods themselves, but to pursue payment of the sums due plus interest,
penalties, and costs.
This translation of our general sales conditions is only for information, in case of any discrepancies, the original French version will always
prevai