General terms and conditions of sale

(BETWEEN LEGAL ENTITIES, TO THE EXCLUSION OF ALL SALES TO INDIVIDUALS)

These General Terms and Conditions of Sale apply, without restriction or reservation, to all sales that Laudescher Industrie (the “Seller”) makes to a buyer (the “Customer”) that wishes to purchase the products the Seller offers for sale (the “Products”). In particular, these general terms and conditions of sale set out the terms and conditions governing orders, payment, delivery and, if applicable, the handling of returns of Products ordered by Customers.

ORDERS

All orders placed shall be deemed acceptance by the Customer, without reservation, of these general terms and conditions of sale, as well as of any special terms and conditions that may be included in our offers or order confirmations.

Orders will be acknowledged no later 48 hours after receipt in an acknowledgment of receipt that states the features of the products, their reference numbers, and the general and special terms and conditions applicable to the order. This acknowledgment of receipt must be returned accepted and signed by the Customer in order to initiate production.

Consequently, the Customer’s terms and conditions of purchase will not bind Laudescher, even if Laudescher makes no objection thereto. If delivery is accepted, the Seller’s terms and conditions governing the sale, delivery and payment will also be deemed to have been accepted without reservation.

All orders must be placed in a dated and signed document drafted on the buyer’s letterhead or on a document that bears a commercial stamp that identifies the buyer.

Delivery periods are indicative only. In the event of delays, the Customer will not be entitled to cancel the order, refuse the goods or claim damages. Supplies ordered may be exchanged only, but not returned.

PRICES

Products are provided at the prices in effect a the time. Prices are expressed in euros, excluding VAT and including VAT, and are firm and non-revisable during their entire period of validity.

DELIVERY

Delivery periods: Delivery periods are given for information purposes only and are indicative. Delivery periods depend inter alia on the availability of carriers and the sequence in which orders arrive. The Seller may change delivery periods by mutual agreement with the Customer.

Nevertheless, the Seller will endeavour to comply with the delivery periods it specifies when it accepts the order based on standard logistical time periods within the industry, and to perform the orders within such time periods, except upon the occurrence of force majeure events, particular circumstances or circumstances beyond its control, including but not limited to strikes, freezing, fire, storms, floods, epidemics, delays in procuring materials (finishes, wood varieties not included in the catalogue or colour chart) or custom-made products.

Delays in delivery shall not entitle the Customer to apply any penalty or claim compensation, or to cancel the order.

The Seller retains the right to make partial deliveries.

Risks: Deliveries are made carriage paid for purchases of at least €3,000, excluding VAT, in France only. The risks in the products sold by the Seller transfer when the products are handed over to the carrier or when they leave the Seller’s warehouses, or on the date when delivery should have taken place, except in the event of the Customer’s default.

Transport: In the event the products delivered are damaged, or if there is a shortage, the Customer is responsible for submitting all necessary reservations to the carrier. If reservations about a product are not submitted to the carrier, by recorded delivery letter with acknowledgment of receipt, with a copy sent to the Seller at the same time, within three days of receipt, in accordance with statutory provisions, the product shall be deemed to have been accepted by the Customer.

Receipt: Without prejudice to the measures that the Customer is required to take vis-à-vis the carrier, as described above, in the event of a patent defect or a shortage, claims of any type concerning products delivered will be accepted by the Seller only if they are made in writing, by recorded delivery letter with acknowledgment of receipt, within three days.

The Customer is responsible for providing all proof of the reality of the defects or shortages discovered.

The Customer may not return any product without the Seller’s express written agreement, obtained in a prior fax or email.

The Seller will pay the cost of returns only if it, or its representative, actually confirms the patent defect or shortage.

Only the carrier chosen by the Seller is authorised to return the products in question.

If, after inspection, a patent defect or shortage is in fact observed by the Seller or its representative, the Customer shall be entitled to request only that the Seller replace the non-compliant items and/or make up the shortage, at the Seller’s expense, but the Customer shall not be entitled to claim any compensation or rescind the order. A claim made by the Customer in accordance with the requirements and procedures described in this clause shall not entitle the Customer to suspend payment for the products in question.

The Seller shall in no event be liable for any destruction, damage, loss or theft that may occur during carriage, including if the Seller chooses the carrier.

Suspension of deliveries: If an invoice that is due and payable is not paid in full within 48 hours of a formal notice to make payment, the Seller reserves the right to suspend all pending and/or future deliveries.

PAYMENT TERMS

Cash payment: All orders that the Seller agrees to perform will be performed provided the Customer furnishes sufficient financial guarantees and actually pays sums owed on the due date, in accordance with the statutes in force.

Unless otherwise expressly agreed, goods are payable in CARENTAN within 60 days from the date of the invoice, in accordance with the law on the modernisation of the economy, with no discount granted for earlier payment.

In the event specific due dates apply, they will be stated on each invoice.

The Seller reserves the right to request payment at the time of delivery in all cases it deems necessary.

Payments stipulated to be “cash” payments must be made, in accordance with industry practice, within a ten-day period that cannot be exceeded. The parties expressly agree, subject to the statutes in force, that any delay in paying any instalment shall, automatically and without the need for a formal notice to make payment, give rise to the following consequences:

a) All sums owed, on any grounds whatsoever, shall become immediately due and payable, regardless of the payment method originally agreed;

b) The Customer shall pay penalties at three times the legal rate of interest, as well as lump-sum compensation for collection costs in the amount of €40. These penalties shall be automatically due and payable as of the

due date, and shall be immediately posted as an amount to be debited from the Customer’s accounts;

c) In the event collection requires court proceedings or other legal action, the sale price owed by the Customer shall be automatically increased by 10% for collection fees, without prejudice to damages that may be claimed for expenses.

If the Seller has legitimate or particular reasons to fear payment difficulties on the part of the Customer, whether on the date of the order or thereafter, or if the Customer ceases to furnish the same guarantees as on the date the order was accepted, the Seller may condition acceptance of the order or its continued performance on a cash payment or on the Customer furnishing guarantees.

The Seller is also entitled, before accepting any order or during the performance thereof, to require that the Customer provide it with accounting documents, in particular its income statement, including an interim income statement, enabling it to assess the Customer’s solvency.

If the Customer refuses to make a cash payment and does not offer any guarantee deemed sufficient, the Seller may refuse to honour the order(s) placed or to deliver the product in question, in which case the Customer will not be able to contend that there has been an unjustified refusal to sell or to claim any compensation whatsoever.

Refusal of an order: If the Customer places an order with the Seller without having made payment for any previous order(s), the Seller may refuse to honour the order or to deliver the product in question, in which case the Customer will not be able to claim any compensation whatsoever, on any grounds whatsoever.

RESERVATION OF TITLE

Title to the Seller’s products will not transfer until the Customer makes full payment of the price, both the principal amount and ancillary charges, including if the Seller grants the Customer a payment period. Any clause to the contrary, in particular any clause in the general terms and conditions of purchase, shall be severed, in accordance with the statutes in force.

The parties expressly agree that the Seller may exercise its rights under this reservation of title clause, in relation with any of its receivables, with respect to all of its products in the Customer’s possession. Such products are contractually presumed to be unpaid products, and the Seller may repossess or claim them as compensation for all of its unpaid invoices, without prejudice to its right to rescind pending sales.

The Customer may resell such unpaid products only in the ordinary course of its business, and shall in no event pledge or grant any security interest over its unpaid inventory. In the event of non-payment, the Customer shall cease to be entitled to resell a quantity of its inventory equal to the quantity of products that are unpaid.

However, the Customer will bear all risks of damage caused to or sustained by the goods as of the time they are made available to it.

The Customer shall inform the Seller of any measures that third parties may take with respect to the goods, for example a seizure of the goods.

In the event of non-payment of a single instalment, the Seller reserves the right to demand the return of goods delivered. Such demand may be made by any means: a recorded delivery letter, a jointly conducted inventory, an order served by a bailiff (huissier), etc.

If the Customer resells or transforms the goods, the Customer shall, at the Seller’s request, assign all or some of the receivables it holds against the subsequent buyers, up to the amount of the sums it still owes.

MISCELLANEOUS PROVISIONS

Confidentiality. During the entire term of these General Terms and Conditions of Sale, and during the entire performance of the contract, each party shall take and cause to have taken all measures necessary to protect information that may be confidential, and shall grant access to the other party’s confidential information only to members of its staff or of the staff of third parties who need to have access thereto for the requirements of the General Terms and Conditions of Sale, provided such confidential information has not fallen into the public domain. If applicable, the parties guarantee the other party compliance with this confidentiality undertaking by the relevant members of its staff, as well as by any employees and subcontractors.

The parties shall not disclose confidential information for any reason, in any form or to any person whatsoever. However, each party shall be authorised to disclose confidential information at the request of government authorities or the courts, provided it promptly informs the other party of such request. Neither party shall publicise the signature of the General Terms and Conditions of Sale or disclose the content thereof without the prior agreement of the other party. The financial provisions of the General Terms and Conditions of Sale shall remain confidential in all circumstances.

Invalidity of a clause. If any clause of these General Terms and Conditions of Sale is invalidated, the General Terms and Conditions of Sale as a whole will not be invalidated, provided the clause at issue cannot be deemed, in the minds of the signatories, to be material and decisive, and the invalidation does not call into question the general balance of these General Terms and Conditions of Sale. If a clause of these General Terms and Conditions of Sale that is not deemed material is invalidated, the parties shall attempt to negotiate a financially equivalent clause.

DISPUTE RESOLUTION

These General Terms and Conditions of Sale are governed by and subject to French law.

These General Terms and Conditions of Sale are drafted in French. If they are translated into one or more foreign languages, only the French version shall be binding in the event of a dispute.

The court with jurisdiction over the Seller’s registered office shall have jurisdiction in the event of a dispute.