DISCLAIMER: These GTC are drawn up in French. The following paragraphs are a translation of the original GTC into English for ease of understanding. Only the French text shall be deemed authentic in the event of a dispute.

 

GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES (GTCS)

(Updated on 23/09/2025)

1- PREAMBLE

In accordance with Article L.441-1 of the French Commercial Code, these general terms and conditions of sale and service provision (GTCSP) constitute the basis for commercial negotiations with the Purchaser.

2- DEFINITIONS

Purchaser(s): Refers to the professional customer who places an order, by any means, with the Supplier.

Supplier: Refers to the Supplier of the Products or Services as identified at the time of the order.

Service(s): Refers to the services offered by the Supplier.

Product(s): Refers to the products offered for sale by the Supplier.

Website: Refers to the website www.color-box.eu

3- SCOPE OF APPLICATION OF THE GTCS

The purpose of these GTCS is to define the conditions under which the Supplier provides the Product(s) or Service(s) to Purchasers who request them.

They apply without restriction or reservation to all sales made by the Supplier to Purchasers in the same category, regardless of any clauses that may appear in the Purchaser's documents, and in particular its general terms and conditions of purchase.

In accordance with the regulations in force, these GSPTs are systematically communicated to any Purchaser who requests them, to enable them to place an order with the Supplier. They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement referred to in Article L 441-3 of the French Commercial Code, within the legal time limits. The applicable GTCPS are those in force on the date the order is placed. The Buyer is invited to carefully read, download and print the GTCPS and to keep a copy.

Any order for Products and Services implies the Buyer's acceptance of these GTCS.

The information contained in the Supplier's catalogues, brochures and price lists is provided for information purposes only and is subject to change at any time. The Supplier is entitled to make any changes it deems necessary.

The fact that the Supplier does not invoke one or more provisions of the GSCP at a given time shall not be construed as a waiver, as the Supplier shall remain free to demand their strict application.

In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these GCSPS, depending on the negotiations conducted with the Purchaser, by establishing Special Conditions of Sale ("the Special Conditions of Sale").

The GCSPS are available at any time on the Website.

4- ORDERS

To be taken into account, all orders must be placed in writing or by any equivalent technological means that provides proof of the contractual agreement. It must include the following information: the words "order form", details required for invoicing and delivery, intra-Community VAT number if applicable, reference and description of the Product or Service, as well as the quantity and order unit.

For orders placed on the Website, the Purchaser will be asked to provide information enabling them to be identified by completing the form provided for this purpose. For security reasons, and in particular to protect Purchasers from possible credit card fraud , all orders are subject to verification. Additional information may be requested from the Buyer to validate their purchase, such as, but not limited to, proof of identity, a Kbis extract, or a trade register extract, and/or proof of address. 

These supporting documents must be sent to the Supplier by email or post. If the supporting documents required to validate the purchase are not provided, the order will be considered cancelled within eight days of the order date.

The conclusion of the sales contract or the Service Contract shall only be final after the Supplier has expressly accepted the order form by sending the Purchaser an acknowledgement of receipt of the said order, sent by post, email or any other equivalent means, and after payment of a deposit or the full price of the order, where applicable. 

On the Website, the Purchaser validates their order by clicking on the order validation link and confirming the order process. They thereby implicitly accept the order process and these general terms and conditions of sale.

The data recorded by the Supplier constitutes proof of the nature, content, date and method of payment of the order.

The Supplier shall endeavour to provide the Buyer with the most accurate availability information possible. The availability displayed on the Website is provided for information purposes only and does not constitute a contractual commitment.

Any order accepted by the Supplier may not be modified or cancelled by the Buyer without the Supplier's express agreement. Such modification or cancellation must be notified in writing with acknowledgement of receipt within 5 working days of the order acknowledgement and before the Products are dispatched or the Service is commenced. Unless otherwise specified, in the event of cancellation of an order that has been expressly agreed to by the Supplier, a sum corresponding to 20% of the total price excluding VAT of the Products or Services shall be payable to the Supplier and invoiced to the Purchaser as damages in compensation for the loss suffered.

In the event of cancellation of an order that has been expressly agreed to by the Supplier and in the event that the Purchaser has paid a deposit, the corresponding amount shall be retained by the Supplier.

After the Products have been shipped or the provision of Services has commenced, all orders shall be deemed firm and final. Any cancellation after these events shall oblige the Purchaser to pay the Supplier the agreed price without prejudice to any damages that the Supplier may claim.

The Supplier reserves the right to make any changes to the layout, form, dimensions or materials of its Products, the engravings and descriptions of which appear on its printed materials or its Website for advertising purposes. In any event, the photographs reproducing the Products are not contractual.

5- EXECUTION – DELIVERY – TRANSFER OF RISKS

Unless otherwise agreed between the Parties, the Products shall be delivered to the address provided by the Purchaser. Delivery to the Purchaser shall be understood to mean delivery to the property boundary, unloading of the Products onto the ground and without additional handling. Any additional requests shall be subject to an additional charge.

Unless otherwise agreed between the Parties, the Services shall be performed at the Buyer's premises.

However, the risks of loss or damage to the Products shall be transferred to the Purchaser as soon as they leave the Supplier's premises. In the event of damage during transport, by express agreement, only the carrier may be held liable, under the legal conditions specific to the carrier's activity, which the Purchaser acknowledges as enforceable.  

Unless otherwise agreed, the costs associated with the delivery of the Products or the performance of the Services shall be borne by the Purchaser. They are displayed on the Website before any online order confirmation and are calculated according to the delivery method and address.

For sales to foreign countries, the terms and conditions of sale and the transfer of risks shall be in accordance with the INCOTERM provided for in the Special Terms and Conditions of Sale agreed between the Parties, as defined by INCOTERM 2020 of the International Chamber of Commerce (ICC). 

The delivery time for the Products or performance of the Services indicated on the Website or in the order confirmation is an indicative time frame and does not constitute an essential condition of the agreement between the Parties. 

The Supplier reserves the right to adjust the shipping times for goods depending on order volumes, particularly during promotional periods or other events leading to a significant increase in demand.

The Supplier may suspend or adjust shipments at certain times, particularly on the eve of public holidays, at weekends, or in the event of particular weather conditions, in order to ensure optimal management of deliveries and to avoid any prolonged storage of goods.

In any event, delays in the delivery of Products or in the performance of Services shall not give rise to any refusal of delivery, withholding of payment or award of damages of any kind.

However, if one month after the indicative delivery date the goods have not been delivered for any reason other than force majeure, the sale may be terminated at the request of either party. The purchaser may obtain a refund of their deposit, to the exclusion of any other form of compensation.

The delivery period shall also be automatically suspended in the event of force majeure as defined in the "Force Majeure" section of these terms and conditions.

The Supplier shall not be held liable for the consequences of a delay in delivery, as this obligation is the sole responsibility of the carrier.

In the event of loss, the Purchaser must notify the Supplier of the non-receipt of their order by registered letter or email with acknowledgement of receipt. An investigation will be carried out with the carrier and may take several days (minimum 21 days). During this period, no refund or return can be made. Once the carrier has confirmed the loss of the parcel, the Buyer will be entitled to a refund of their purchase or to have their order re-shipped.

Any partial delivery, requested by the Buyer, of an order containing Products that are unavailable on the agreed delivery date will incur additional costs to be paid by the Buyer for the subsequent delivery of the missing Products.

In any event, the delivery of the Products or the performance of the Services will only take place within the agreed time frame if the Buyer is up to date with all its obligations, in particular the payment of the Supplier's invoices.

6- RECEIPT AND RETURN OF PRODUCTS

Without prejudice to the measures to be taken with regard to the carrier and its insurer, complaints about apparent defects or non-conformity of the Product delivered with the goods ordered or the delivery note must be stated on the delivery note or consignment note upon receipt, and notified by the Purchaser to the Supplier by email with acknowledgement of receipt or by registered letter with acknowledgement of receipt within twenty-four hours. The Purchaser undertakes to enter the usual reservations "Subject to the good condition of the Products" and to detail the references and quantities affected on each delivery note, failing which no compensation will be taken into account. If the goods are received on the eve of a public holiday or non-working day, the aforementioned notification period shall be extended to the next working day.

The Product may not be returned or exchanged without the Supplier's express agreement.

For any Product returns, the Buyer is invited to contact the Supplier, who will indicate the procedure to follow. 

The Purchaser shall give the Supplier every opportunity to ascertain these anomalies and to remedy them. The Purchaser shall refrain from intervening itself or from involving a third party for this purpose. No claim shall be validly accepted in the event of non-compliance with these formalities by the Purchaser.

In the event of a recognised anomaly, the Supplier's liability shall be strictly limited to replacing the Products concerned at its own expense, without payment of any compensation or refund. No returns will be accepted without the prior agreement of the Supplier, evidenced by the allocation of a return number (RMA). The return number is valid for a period of 14 working days from the date of allocation. 

The replacement of the Product is conditional upon the return of the Product in its original packaging, without modification or alteration and complete, the whole securely packed and protected by outer packaging clearly displaying the return number. The shipping costs in the event of the return of the Products shall be borne by the Purchaser. The costs and risks of the return shall always be borne by the Purchaser. 

After receipt and verification of the Products, the Supplier shall issue a credit note valid for 3 months from the date of order. The Purchaser using their credit note must place an order for an amount greater than or equal to the amount of the credit note to be provided.

Any return accepted by the Supplier will result in a credit note being issued to the Buyer, valid for ninety (90) days, after the returned Products have been checked for quality and quantity.

Any Product returned without the Supplier's agreement will be held at the Buyer's disposal and will not give rise to a credit note. 

In the event of a dispute over part of the order, notification of the dispute shall not exempt the Purchaser from paying the non-disputed part of the invoice when due.

In the event of depreciation of the Products resulting from handling other than that necessary to establish the nature, characteristics and proper functioning of the Products, the Supplier may request the purchaser to pay compensation equal to 80% of the amount of the Product.

7- PRICES

The Products and/or Services are provided at the Supplier's prices in force on the date of placing the order and, where applicable, in the specific commercial proposal sent to the Purchaser. These prices are firm and non-revisable during their period of validity, as indicated by the Supplier. The promotional prices displayed on the Website, communicated in the press or published by the Supplier and/or its various partners, are valid for the period indicated (date and time) and may, where applicable, be exclusively reserved for orders placed on the Website. Certain promotional prices may be subject to promotional codes. These promotional codes can only be used once per company name or customer account, and are neither cumulative nor refundable. 

In order for the Buyer to benefit from them on the Website, they must be entered in the box provided for this purpose when confirming the order on the Website.

Any deduction made from the Supplier's invoices for any reason is deductible from its turnover and results in a proportional reduction in the amount of VAT payable.

The prices of Products and Services listed on the Website or published by the Supplier and/or its partners are provided for information purposes only and may be modified by the Supplier at any time.  In the event of an obvious error in the transcription of prices on the Website, the Supplier reserves the right to cancel the order outright within 8 days without any compensation on either side. The Buyer will be reimbursed within 20 calendar days.

Unless otherwise stated in the Supplier's order confirmation, prices are net and exclusive of tax, excluding transport costs, ex-works and packaging included, except for special packaging which is taxed in addition in accordance with the Supplier's price list. They are denominated in euros. Special pricing conditions may apply depending on the specific requirements of the Purchaser, particularly with regard to delivery terms and times, or payment terms and conditions. It is specified that transport costs incurred by express delivery services and the costs of shipping Products considered dangerous due to their quantity or specific qualities shall be invoiced separately. A special commercial offer will then be sent to the Purchaser by the Supplier.

Invoices shall be issued in accordance with the price stated in the order confirmation issued by the Supplier. For Services, the price shall be that specified in the quotation.

8- PAYMENT – TERMS

For online orders, payment shall be made in full at the time of ordering on the Website using the payment methods offered. These payments do not give rise to any discount. In the event of a transaction being refused by the payment centres, the Supplier reserves the right to suspend the corresponding orders.

For all other orders, unless otherwise specified in the order confirmation, the Products or Services are payable by bank transfer within 30 days of receipt of the Products or performance of the Services. The Purchaser shall only be released from its obligations upon receipt of the funds by the Supplier's bank.

Final confirmation of the order and delivery thereof are subject to receipt of the transfer, with any costs incurred as a result of the transfer, regardless of their nature or origin, being borne in full by the Purchaser. 

Reversal of the transfer will result in cancellation of the order, with the Buyer being obliged to pay for the return of the goods delivered, in their original packaging, without any damage, so that they can be put back on sale. The Buyer shall also bear the cost of insurance covering transport risks and declares that this is their personal responsibility. By express agreement, in such a case, the Buyer shall conventionally subrogate the Supplier to their rights under the insurance policy taken out to cover return transport to the delivery address indicated by the Supplier.

For international transactions, the terms of payment may vary. The Supplier may require payment by SWIFT transfer to the designated bank account, or by irrevocable documentary credit confirmed by a bank of the Supplier's choice.

Orders for which payment is to be made by documentary credit or guaranteed by a standby letter of credit or any other security, such as a bond or guarantee, shall only be honoured upon receipt of notification of the opening of an operational documentary credit without special conditions or the issuance of the required standby letter of credit, bond or guarantee.

Unless otherwise specified, no payment made prior to delivery, upon receipt of the Products or prior to the performance of the Services shall give rise to a discount.

9- LATE PAYMENT - NON-PAYMENT

 

9.1 Late payment interest

In accordance with Article L.441-10 of the French Commercial Code, any delay in payment, even partial, shall automatically result in the application of late payment penalties payable from the day after the payment date shown on the invoice until full payment of the amount due, without prior notice.

The rate of these late payment penalties shall be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.

9.2 Debt collection

In accordance with the legislation in force, a collection fee of €40 will be charged by the Supplier in the event of late payment of each invoice. This fee is in addition to the late payment penalties.

The Supplier reserves the right to take all necessary measures to recover its debt, either directly or through an authorised third party. Any invoice recovered by the Supplier's debt collection department or a debt collection agency will be subject to a non-reducible penalty clause equal to 15% of the sums due, in addition to any legal interest and legal costs.

In any event, the Purchaser undertakes to immediately notify the Supplier of any difficulties that may lead to its default, whether it be the initiation of safeguard proceedings, judicial settlement or judicial liquidation, or any seizures by third parties of the Products delivered.

9.3 Acceleration clause

Failure to pay by a contractually agreed due date shall automatically result in the acceleration of all invoices not yet due, even if they have been accepted for payment.

9.4 Suspensive or resolutive clauses

In the event of non-payment of a single instalment, the Supplier reserves the right to suspend all outstanding orders, or even to cancel them, within 48 hours of receiving a registered letter that has remained unanswered, with any partial payments received remaining definitively acquired by the Supplier.

In the event of non-performance of its obligations by the Purchaser, the order shall be cancelled automatically at its sole expense, without prejudice to any damages that may be claimed from the Purchaser.

In the event of an order requiring payment by documentary credit, no delivery of Products or provision of Services shall take place until the Supplier has been notified of the opening of the credit.

10- CASH PAYMENT OR GUARANTEE REQUIREMENT

In the event of a deterioration in the Buyer's creditworthiness, the Supplier may impose guarantees or special payment terms before executing orders. In particular, it reserves the right, depending on the risks assessed, to require cash payment or to restrict the credit limit granted to each Buyer.

11- RETENTION OF TITLE CLAUSE

The Products delivered or made available and specified on the order acknowledgement shall remain the property of the Supplier until full payment of their price, principal and ancillary costs, with the risks of loss and any liability or other risk nevertheless falling to the Purchaser upon delivery of the Products and, for sales abroad, in accordance with the agreed Incoterm. 

The Products delivered or made available, as indicated on the order acknowledgement, remain the property of the Supplier until full payment of their price, including the principal and ancillary costs, with the risks of loss or damage to the Products being transferred to the Purchaser as soon as they leave the Supplier's premises.

The Purchaser shall take all necessary measures to protect the Supplier's rights over the Products covered by this retention of title clause and to inform the Supplier as soon as possible of any claim by a third party relating to these Products.

In the event of late payment of all or part of the price by the Purchaser and after a formal notice to pay has remained unsuccessful for more than fifteen days, the Supplier expressly reserves the right to take back the Products, which the Purchaser shall be required to return to the Supplier at its own expense and risk upon first request. In this case, any deposits already paid shall be retained by the Supplier.

In the event of resale of the Products, the Buyer undertakes either to pay the Supplier the balance of the price remaining due immediately, or to inform the Supplier without delay so that the latter may, where applicable, exercise its right to claim the price from the third-party purchaser. The Purchaser also undertakes to inform the sub-purchaser that the resold Products are subject to a retention of title clause. The authorisation to resell is automatically withdrawn in the event of the Purchaser's receivership or liquidation. Where applicable, the foreign Purchaser undertakes to carry out the formalities necessary for the validity of this clause as required in its country (registration, etc.). 

12- LIABILITY – INSURANCE

The Supplier is required to compensate the Buyer for any direct damage resulting from faults or negligence attributable to the Supplier. The Supplier shall not be required to compensate for damage resulting from:

• faults or negligence on the part of the Purchaser or third parties,
• the Supplier's use of materials, technical documents, data and methods provided by the Purchaser or whose use it has imposed.
• damage caused by natural wear and tear, by an external accident or by use of the Product not specified by the Supplier in the technical instructions.

The Supplier provides hypertext links on the Website allowing free access to the safety data sheets for the Products sold. The Purchaser therefore acknowledges that, prior to any purchase, they have access to the technical data specific to each Product. The Purchaser may exercise their legal warranty rights against hidden defects directly against the manufacturer, in addition to what is indicated elsewhere in the contractual warranty stipulated herein. However, in the event of an action under the warranty against hidden defects brought by the Purchaser against the Supplier, the latter reserves the right to bring recourse action against the manufacturer/builder or any intermediary involved in the previous sales chain, regardless of the nature of the action brought, whether in summary proceedings or on the merits. 

The Purchaser declares that it is aware of the normal conditions of use of the Products and that it shall be personally liable for any harmful consequences for itself, its employees, its own customers and, more generally, any third party, resulting from the use of the said Products in a manner that does not comply with best practice.  The Buyer shall ensure that the site and environment for the use, handling and storage of the Products comply with the instructions in the technical and safety data sheet provided by the Supplier. 

By express agreement, the Purchaser undertakes to respect the environment and, more generally, the administrative requirements relating to classified or unsanitary facilities, in order to prevent any risk of pollution, and releases the Supplier from any liability in this regard, the latter being the sole responsibility of the operator. The Purchaser declares that it has the necessary equipment and training to ensure the safety of its employees and third parties during the storage, handling, transport and use of the goods delivered, without being able to exercise any recourse in this regard against the Supplier.

By express agreement between the parties, the Purchaser conventionally subrogates the Supplier to insurance guarantees of any kind taken out to cover damage to the goods delivered, in the event of a claim, regardless of the cause or place of occurrence, until full payment for the goods has been made.

It is expressly agreed that the Supplier shall not be liable for any immaterial damage caused by the Supplier as a result of or in connection with the performance of these GCSPS. For the purposes of this clause, immaterial damage shall mean any financial or commercial loss resulting in particular from the deprivation of the enjoyment of a right or property, the interruption of a service or any loss of profit or data. The Purchaser guarantees that its insurers and any third parties in a contractual relationship with it will waive any recourse against the Supplier and its insurers for such damages.

The Supplier shall not be liable to the Purchaser on the basis of the lack of safety of the Products, since the goods concerned are used mainly by the Purchaser for professional purposes; this limitation of liability applies only to damage caused to goods for professional use. 

It is specified that the Supplier does not control websites that are directly or indirectly linked to the Website. Consequently, it excludes all liability for the information published on them. Links to third-party websites are provided for information purposes only and no guarantee is given as to their content.

Finally, the Supplier reserves the right at any time to modify or temporarily interrupt all or part of the Site for technical or other reasons without having to inform the Purchaser in advance. The Supplier shall in no event be held liable for any modifications or interruptions made.

In any event, the total and cumulative liability of the Supplier to the Purchaser under this contract, for all causes combined, shall not exceed the contractual value of the Product or Service giving rise to the claim.

Beyond this amount, the Purchaser and its insurers, for whom it acts as guarantor, waive all recourse against the Supplier and its insurers.

13- WARRANTY

The Products are guaranteed against any material or manufacturing defect for a period of 12 months from the date of delivery of the Products or performance of the Services, in accordance with the warranty certificate that may be attached to the Products. Interventions under the warranty shall not have the effect of extending the duration of the warranty.

Under this warranty, the Supplier's sole obligation shall be, at its sole discretion, to replace or repair the Product or component recognised as defective by the Supplier. 

Unless expressly agreed otherwise, all returns shall be at the Buyer's expense and risk. Return shipping after replacement or repair shall be at the Supplier's expense.

This warranty does not cover defects due to factors that are clearly unavoidable, or defects due to negligence on the part of the Purchaser or any third party, customer, contractor or user in the use, handling, storage, installation or maintenance of the Products without complying with the specifications, instructions, best practices, applicable standards and/or conditions of use.

Beyond this 12-month contractual warranty, an extended warranty may be taken out expressly by the Purchaser and will be subject to a specific agreement.

In addition, the Purchaser also benefits from the warranty granted by the manufacturer to the Supplier.

In the event that the warranty period granted by the manufacturer exceeds one year, the Purchaser shall contact the manufacturer directly to claim their warranty from the second year onwards or, if they wish, delegate the processing of the return to the manufacturer to the Supplier, paying the costs of handling (flat-rate shipping and return costs, as previously communicated by the Supplier).

However, the contractual warranty period for second-hand, reconditioned products and all types of batteries shall be limited to three months.

14- ANTI-CORRUPTION & CONFLICT OF INTEREST CLAUSE

Anti-corruption.

The Parties acknowledge that they have read and understood the provisions of the CHARTER OF GOOD CONDUCT and the BUSINESS CODE OF CONDUCT "ANTI-CORRUPTION AND INFLUENCE PEDDLING" of the NOVARC group (to which the Supplier is affiliated), available on the website www.novarc.com, and declare that they adhere to them without reservation.

Each Party warrants that it is fully aware of and complies with the applicable legislation relating to the fight against private or public corruption. It undertakes to comply with all legislation criminalising passive or active corruption, passive or active influence peddling, extortion, illegal taking of interest, embezzlement of public funds, favouritism or any other breach of integrity in the countries in which it operates, as well as all relevant international legislation.

Each Party declares and guarantees to the other Party:

That it is not domiciled in a country subject to financial sanctions;

That neither it nor any of its directors, officers or employees is in a conflict of interest with the other Party;

That neither it nor any of its directors, officers or employees has engaged or will engage in any fraudulent, corrupt, collusive or coercive practice or conduct that would constitute a violation of applicable laws and regulations relating to active and passive corruption, active or passive influence peddling, economic sanctions and embargoes, money laundering or the financing of terrorism. collusive or coercive practice or conduct that would constitute a violation of applicable laws and regulations relating to active and passive corruption, active or passive influence peddling, economic sanctions and embargoes, money laundering or unfair competition.

That neither it nor any of its shareholders, corporate officers or managers is subject to any prohibition, exclusion or asset freeze measures adopted by certain national authorities (such as the French Treasury, the Office of Foreign Assets Control of the US Treasury Department, the UK Treasury, the US State Department, the UK Foreign and Commonwealth Office) or international authorities (including the United Nations, the World Bank, the European Union or Interpol). It undertakes to inform the other Party immediately if such a measure is taken against it or against one of its shareholders, corporate officers or managers.

It shall provide access to its archives and cooperate with the other Party in any investigation concerning the contractual relationship in relation to the application or non-compliance with the laws and regulations referred to in this paragraph. It shall make available to the other Party the names and contact details of third parties with whom it has contracted, in the performance of its contractual obligations, for commercial intermediation services, as well as the purpose, terms and conditions of such services, and the payments made.

It shall use its best efforts to ensure that the third parties with whom it contracts (including, in particular, its subcontractors, service providers, suppliers and consultants) sign in writing commitments equivalent to those stipulated in this article and that they comply with them.

Each Party shall also refrain from proposing or offering any employee, manager or corporate officer of the other Party or any of their relatives any gift, invitation or benefit that does not comply with the gifts and invitations policy issued by the NOVARC Group or that is likely to influence or impede the integrity, independence of judgement or objectivity of said employee in their relations with the other Party, the subcontractor or the service provider.

Any act of this nature constitutes sufficient grounds for:

• justify the cancellation or termination of the contractual relationship;
• demand reimbursement of all amounts previously paid in connection with the contractual relationship.
• take any other corrective measures required by applicable law.

The Party that discovers that an act of corruption has occurred may alert the local and/or extraterritorial anti-corruption authorities in accordance with applicable law.

Each Party undertakes to confirm in writing and to provide on a regular basis any information that the other Party may reasonably require relating to the performance of its obligations in the fight against and prevention of corruption.

Each Party, either itself or through an authorised third party, reserves the right to carry out, at its sole discretion and at its own expense, any verification it deems useful, including an on-site audit, to ascertain compliance with the obligations arising from the provisions of this article. These audits shall be scheduled at least 48 hours in advance and shall not disrupt the continuity of the other Party's business.

The Parties acknowledge that the commitments listed in this article are essential conditions of their engagement. They guarantee that their managers, corporate officers, employees and any subcontractors, service providers, suppliers, consultants or intermediaries will comply with them.

Declaration of absence of conflict of interest.

The Purchaser declares on its honour that it is not in any situation of conflict of interest, understood as any situation of interference between a public or professional interest and private interests, such as to influence or appear to influence the impartial, objective and independent performance of this Agreement.

The Purchaser undertakes to perform its obligations in a loyal, independent and objective manner, in compliance with the applicable legal and ethical obligations, and to prevent any situation that could constitute a real, potential or apparent conflict of interest throughout the term of the Contract and/or these General Terms and Conditions. It undertakes to immediately inform the Supplier in writing of any new circumstances that may give rise to a conflict of interest.

In the event of a conflict of interest, the Supplier reserves the right to take any necessary measures, including the suspension or termination of the contractual relationship.

15- COMPLIANCE WITH EXPORT CONTROL RULES

15.1 The Purchaser must comply with all financial or commercial measures prohibiting or restricting the export, re-export or supply of goods, technologies or services, in particular to certain countries or entities, as adopted by international organisations, the European Union or any competent national authority.

15.2 In particular, the Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation and/or Belarus, or for use in the Russian Federation and/or Belarus, any goods supplied under or in connection with this Contract and/or these General Terms and Conditions, which fall within the scope of, but are not limited to, Article 12g of Council Regulation (EU) No 833/2014, Council Regulation (EC) No 765/2006, Council Regulation (EU) 2023/2878 and Council Regulation (EU) 2024/1865.

15.3 The Buyer shall use its best endeavours to ensure that the objective of paragraph (15.2) is not thwarted by third parties further down the commercial chain, including any resellers.

15.4 The Buyer shall establish and maintain an adequate monitoring mechanism to detect any behaviour by third parties further down the commercial chain, including any resellers, that would defeat the purpose of paragraph (15.2).

15.5 Any breach of paragraphs (15.2), (15.3) or (15.4) shall constitute a material breach of an essential element of this Contract and/or these Terms and Conditions, and the Supplier shall be entitled to seek appropriate remedies, including, but not limited to, suspension, refund, termination of the Contract and/or the relevant orders.

15.6 The Purchaser shall immediately notify the Supplier of any issues in the application of paragraphs (15.2), (15.3) or (15.4), including any relevant third-party activity that may defeat the purpose of paragraph (15.2). The Purchaser shall make available to the Supplier information concerning compliance with the obligations set out in paragraphs (15.2), (15.3) and (15.4) within two weeks of a simple request for such information.

16 – PROTECTION OF PERSONAL DATA

Personal data collected from Purchasers is processed electronically by the Supplier. It is stored in its customer file and is essential for processing orders. This personal information and data is also stored for security purposes, in order to comply with legal and regulatory obligations. It will be stored for as long as necessary for the fulfilment of orders and any applicable guarantees.

The Supplier is responsible for data processing. Access to personal data will be strictly limited to employees of the data controller who are authorised to process it due to their duties. The information collected may be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Buyer's authorisation being required.

In the context of performing their services, third parties have only limited access to the data and are required to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Supplier shall refrain from selling, renting, transferring or giving access to the data to third parties without the prior consent of the Purchaser, unless compelled to do so for a legitimate reason.

If the data is to be transferred outside the EU, the Purchaser shall be informed and the safeguards taken to secure the data (e.g. adoption of standard protection clauses approved by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) shall be specified to the Purchaser.

In accordance with the applicable regulations, the Purchaser has the right to access, rectify, erase and transfer data concerning him/her, as well as the right to object to the processing of such data on legitimate grounds, which he/she may exercise by contacting the Supplier's Data Protection Officer (DPO) at the following email address: rgpd@novarc.com

If, after contacting the Supplier, the Purchaser considers that their "Data Protection" rights have not been respected, they may lodge a complaint with the CNIL (3 Place de Fontenoy - TSA 80715 - 75334 Paris - Cedex 07).

17- FORCE MAJEURE

The occurrence of a case of force majeure within the meaning of Article 1218 of the Civil Code or one of the following events: strike, stoppage of production, or transport shortage, fire, civil unrest, attacks, war, health crisis, and more generally, any event beyond the control of the Parties preventing them from fulfilling, even temporarily, their commitments, shall have the effect of suspending the performance of the Parties' contractual obligations.

Thus, for example, if a case of force majeure prevents the Supplier from meeting the delivery dates for the Products or the performance of the Services, these shall be postponed so as to extend the contractual deadlines for a period equal to the time lost as a result of the force majeure event. The Purchaser may not claim any compensation or indemnity of any kind from the Supplier for any delay caused by a force majeure event.

18- CONFIDENTIALITY - INTELLECTUAL PROPERTY RIGHTS

The drawings, plans, studies, calculations, prototypes, models, engravings, photographs or any other media provided by the Supplier remain its full and entire property and are strictly confidential.

The Purchaser is prohibited from reproducing them or communicating them to third parties without the Supplier's express consent.

As the sale price of the Product or Service paid by the Purchaser does not entail any transfer of the Supplier's intellectual and industrial property rights or know-how, the Purchaser only has the right to use or sell the Products delivered, but not to reproduce them.

In the event of the sale of the Products by the Purchaser, the sub-purchaser must undertake to comply with the same terms as those of this clause vis-à-vis the Purchaser, who shall be liable to the Supplier in this respect.

Any representation or reproduction, in whole or in part, of the Website and its content, by any means whatsoever, without the prior express authorisation of the Supplier, is prohibited and shall constitute an infringement punishable under the provisions of the Intellectual Property Code. 

Similarly, any creation of hypertext links to the Website without the express, limited, prior and written authorisation of the Supplier's legal representative is strictly prohibited. 

19 – MISCELLANEOUS PROVISIONS

19.1 – UNFORESEEN CIRCUMSTANCES

These General Terms and Conditions of Sale expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the French Civil Code for all sales of the Supplier's Products to the Purchaser, which the latter expressly acknowledges and accepts. 

19.2 – ENFORCEMENT IN KIND

The Parties declare that they waive the application of Articles 1221 and 1223 of the Civil Code relating to specific performance and proportional reduction of the price.

19.3 – EXCEPTION OF NON-PERFORMANCE

The Parties agree to the application of Article 1219 of the Civil Code relating to the exception of non-performance. This option is used at the risk and peril of the Party taking the initiative. However, this exception of non-performance may not be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code.

20- RIGHT OF WITHDRAWAL

The Buyer does not have any right of withdrawal.

As an exception, Law No. 2014-344 of 17 March 2014 on consumer affairs, known as the "Hamon Law", introduced a right of withdrawal for "small professionals" who meet the conditions set out in Article L221-3 of the French Consumer Code. All information relating to the exercise of the right of withdrawal by the Buyer is available at the following address:www.pentaesp.com/cgv/retractation .

By continuing with their order, the Buyer expressly acknowledges that they have read all the information relating to the exercise of their right of withdrawal.

21 - JURISDICTION CLAUSE AND APPLICABLE LAW

In the event of a dispute, if no amicable solution can be found within a reasonable period of time, the most diligent Party may refer the matter to the competent court. ALL DISPUTES SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS, EVEN IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS, AND THE APPLICABLE LAW SHALL BE FRENCH LAW. 

The application of the Vienna Convention is expressly excluded by the Parties. 

22 – LANGUAGE

These GTCPS are written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.