General Terms and Conditions of Sale 2025 - Novatex / Trois Kilos Sept

Purpose

These General Terms and Conditions of Sale (the "GTC") are intended to define the terms of sale of NOVATEX products and articles distributed by NOVATEX through the placement of an order (the "Product(s)"). It is hereby reminded that the information provided in catalogs, brochures, notices, price lists and tariffs, and more generally, on NOVATEX product presentation and promotion documents, is given for indicative purposes only and is not contractual and cannot, therefore, be binding on the latter.

These GTC are addressed to any buyer acting in a professional capacity (the "Buyer(s)").

Buyers must prove their professional status by producing a SIREN number or an up-to-date K-bis extract, but also by filling in the mandatory fields presented when creating their online account during orders on the Pro.troiskilossept.com website.

The placing of an order implies the acceptance and full adherence of Buyers to these GTC which prevail over any other document of the Buyers, in particular over their general purchasing conditions, except for prior written derogation from NOVATEX.

NOVATEX reserves the right to modify, at any time and without notice, these GTC, it being understood that the applicable GTC will always be those in force at the time the order is placed.

Disputes

These GTC and the operations resulting from them are governed by and subject to French law. Any disputes relating to the interpretation and execution of these GTC and, more generally, all disputes relating to the relationship between NOVATEX and the Buyers, will be under the sole jurisdiction of the Commercial Court of Chambéry, even in case of warranty claims or multiple defendants and regardless of the method of payment and place of delivery, notwithstanding any contrary provisions of the Buyer.

Acceptance of orders

Any order must be the subject of a written document imperatively containing the information required by NOVATEX - as defined by NOVATEX - to allow the latter to process the order.

Sales are only final to the extent that NOVATEX confirms the availability of the ordered Products.

It will be the Buyer's responsibility to verify the accuracy of the order and to immediately report any errors.

By express agreement between the parties, no refusal to conclude a sale on the part of NOVATEX will generate any damages for the Buyer.

Any modification, suspension, or partial or total cancellation of the order by the Buyer must be notified in writing and accepted by NOVATEX, which will in any case retain the amount of deposits or down payments made.

NOVATEX reserves in all cases the right to claim compensation for the direct and indirect consequences it will have to bear following the modification, suspension or cancellation of a given order.

Delivery

Unless otherwise agreed, the delivery of Products is carried out by NOVATEX. Delivery times indicated by NOVATEX are given only as an indication and according to manufacturing and supply possibilities. Delays in delivery cannot therefore give rise to damages, withholdings, or any cancellation of ongoing orders.

The Products travel at the risk and peril of the Buyer, who is responsible for verifying the condition, quality and quantity of said Products and therefore their conformity to the content of the order placed. The Buyer, in this perspective, undertakes to:

- Take possession of the Products subject to the order at the agreed place, date and time, and check their conformity with the order;

- Report upon receipt any anomaly or defect and deterioration concerning said Products, particularly by means of reservations on the transport document by producing any justification necessary to demonstrate these anomalies, defects or deteriorations;

- Confirm these anomalies, defects or deteriorations observed to NOVATEX by registered letter with acknowledgment of receipt within 48 hours following the receipt of the Products. The Buyer must provide all justification regarding the reality of these observed anomalies, defects or deteriorations. The Buyer must allow NOVATEX to proceed with the observation of these anomalies, defects or deteriorations and, if necessary, provide a solution. The Buyer will therefore refrain from intervening himself or resorting to a third party for this purpose. The Buyer must also take all measures not to aggravate the observed anomalies, defects or deteriorations, failure to comply with this condition excluding any liability action against NOVATEX.

Any return of Products cannot be made without the written consent of NOVATEX. Pending possible consent, the Product in question must be held by the Buyer at NOVATEX's disposal on the Buyer's premises. Unless otherwise stated by NOVATEX and formalized through a prior written document, drafted by NOVATEX, the return of the Product, as defined above, is subject to the following conditions:

- the Products concerned by a return have been supplied to the Buyer by NOVATEX and the Buyer can justify the origin of this purchase;

- the Buyer has the original packaging of the Products concerned by a return and is able to return said packaging to NOVATEX;

- The Buyer shall bear the costs and risks associated with returning said Products.

The return accepted by NOVATEX of a damaged Product or one with an anomaly or defect does not constitute an acknowledgment of NOVATEX's responsibility. Any Product returned without NOVATEX's agreement will be held at the Buyer's disposal and will not result in the issuance of a credit note. The costs and risks associated with the return remain, unless otherwise agreed in writing by NOVATEX, the responsibility of the Buyer.

NOVATEX will refund or replace as soon as possible and at its own expense the delivered Products whose lack of conformity has been duly noted, excluding any compensation or damages.

Payment - Price

The price of Products sold by NOVATEX is that in effect on the day of acceptance of the order by NOVATEX. Due to price variations to which certain imported Products are subject, NOVATEX reserves the right to re-invoice any variation to the Buyer, up to a maximum increase of 10% of the price of the ordered Products, without the latter being able to claim cancellation of their order. If such variations remain above 10%, the Buyer will have the option to cancel their order within fifteen (15) calendar days after being informed of the price variation by NOVATEX by registered letter with acknowledgment of receipt. Beyond this period, the price variation related to the continued execution of the order will be deemed accepted by the Buyer. Unless expressly agreed otherwise, payment for ordered Products is due within 60 days net after the invoice date, without discount. Invoices are payable under all circumstances at NOVATEX's headquarters or to the factoring company representing it. Payments will be made by bank drafts or any other method of payment determined by NOVATEX, with the Buyer taking all necessary measures to ensure that payment for the Products is effective on the due date. The invoice is considered paid when the amount shown on it is definitively credited to NOVATEX's bank account. The aforementioned payment deadline cannot, by express agreement between the parties, be delayed under any pretext whatsoever. Claims made by the Buyer are in no way likely to postpone the payment deadline of the order to which they relate. Any payment made after the payment date shown on the invoice and that resulting from these GTC will give rise, without prior formal notice, to the payment, from the due date, of late payment penalties at the rate of 3% per year, as well as a fixed compensation for recovery costs of 40 euros per invoice paid late in accordance with Article L. 441-6 of the Commercial Code. If the recovery costs incurred are higher, additional compensation may be requested with supporting documents.

The aforementioned late payment interest does not preclude, after notification by NOVATEX of a formal notice remaining without effect for eight days, the principle of payment by the Buyer of compensation equal to 15% of the amount remaining unpaid at the due date. Moreover, non-payment of a single invoice immediately renders due by right the amount of other invoices remaining due to NOVATEX, all sums in question being subject to the same provisions as defined above. Any deduction and/or compensation originating from the Buyer are expressly excluded, except with prior and express agreement from NOVATEX.

In addition, and without prejudice to the application of the penalties mentioned above, NOVATEX may suspend its obligations concerning the order affected by the delay as well as all ongoing orders until full payment of the sums due by the Buyer. The Buyer must reimburse all costs incurred by NOVATEX for the contentious recovery of the sums due.

NOVATEX reserves the right, at any time and without notice, to make any price changes to the Products offered in its catalogs.

However, the price cannot be modified under any circumstances after confirmation of the order by NOVATEX.

If one or more taxes or contributions were to be created or modified, upwards or downwards, this change may be passed on to the selling price of the ordered Products.

In addition, and notwithstanding the above, in case of variation in the exchange rate of purchasing currencies, USD/€, RMB/€, of plus or minus 2% over the same year, NOVATEX reserves the right to review the price of its Products. NOVATEX will inform its customers one month before the effective date of this new pricing. In case of disagreement with its Buyers, NOVATEX reserves the right to terminate any framework contract or specific commercial agreement, without any penalties or compensation being demanded.

Force majeure

The liability of NOVATEX, carriers, and other independent service providers with whom NOVATEX cooperates cannot be invoked if the non-performance or delay in the performance of one of their obligations described in these GTC results from a case of force majeure as defined in Article 1218 of the Civil Code.

NOVATEX therefore reserves the right to suspend or terminate all or part of a given sale, automatically, in the event of force majeure or fortuitous events, such as, in particular and without this list being exhaustive, strikes, bad weather, health confinements, epidemics, insufficient quantities of Products on the market likely to stop or reduce the sale of these same Products or any causes not directly and exclusively attributable to NOVATEX. NOVATEX will inform the Buyer of this as soon as possible. Ongoing orders will therefore be postponed if necessary until the end of the force majeure event.

Use of Products

The Buyer, who is a professional in the sector, is solely responsible for the choice and storage of Products purchased from NOVATEX. The Buyer indeed declares to be perfectly informed of the characteristics of the Products and acknowledges being able to advise its Buyers as a good professional.

Intellectual property, trademark, designs and models

The Buyer must resell the Products as is. The Buyer shall not acquire, modify, exploit or file any intellectual property right on the drawings, photographs, illustrations, images, models, text content, video and trademarks belonging to NOVATEX. Any exploitation, production, modification, copying of text, image, audio, video content and more generally any use contrary to NOVATEX's rights will give rise on NOVATEX's part to any action of its choice, both civil and criminal, in order to stop these behaviors and repair the damage suffered.

The Buyer therefore prohibits any reproduction, incorporation (even partially in its name or one of its distinctive signs or domain name) or exploitation of said drawings, photographs, illustrations, images, models and trademarks, without the express, written and prior authorization of NOVATEX which may condition them on financial compensation.

The Buyer undertakes to inform NOVATEX without delay of any infringement of its intellectual property rights, on the territory brought to its attention. The Buyer undertakes to do its best to assist and help NOVATEX protect itself against such infringements.

In case of non-compliance with this clause, the Buyer undertakes to indemnify any loss and reasonable costs involved in legal proceedings that would result from counterfeiting or illegal copying, and all costs related to legal or extra-legal steps taken in the interest of NOVATEX's rights.

Retention of title clause

NOVATEX retains ownership of the Products delivered to the Buyer until complete and effective payment of the entire price has been received. The Products will be considered effectively paid when the total price, including tax, is definitively credited to NOVATEX's bank account.

Consequently, in the absence of payment at its due date for any Products whatsoever and ten days after the issuance of a registered letter of formal notice, NOVATEX may proceed with the recovery of unpaid Products and, for this purpose, reserves the right to claim its Products wherever they may be, even in the event of collective proceedings opened against the Buyer, even if its Products have been transferred to a third party in accordance with Articles L. 624-16 et seq. of the Commercial Code. In the event of immediate resale by the Buyer of the Products, the latter undertakes to immediately pay the balance of the price remaining due to NOVATEX or to take all necessary measures (which must be brought to the attention of NOVATEX beforehand and expressly agreed by it) required to ensure the protection of NOVATEX's interests. The above provisions relating to retention of title do not prevent, from the delivery of the Products, the transfer to the Buyer of the custody and risks of loss or deterioration of said Products as well as the damages they could cause.

The Buyer must therefore take out insurance guaranteeing all risks likely to appear from the delivery of the Products, which it will justify at the first request of NOVATEX by providing a copy of the insurance contract and proof of payment of the related premiums.

Personal data protection

In application of law 78-17 of January 6, 1978, modified by law n°2018-493 of June 20, 2018, it is reminded that the personal data requested from Buyers are necessary, both to guarantee their access to services and for the placement and processing of their orders. This data is communicated to NOVATEX to enable it to proceed with the execution of sales and the shipment of orders. It cannot under any circumstances be used for other purposes.

NOVATEX undertakes to ensure the security of personal data that it retains for the purposes of carrying out and monitoring orders.

Regarding online orders, the processing of information communicated through the website complies with legal requirements for personal data protection, with the information system used ensuring optimal protection of this data.

Buyers have, in accordance with national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of processing with regard to information concerning them.

Acceptance

The Buyer acknowledges having been informed, prior to placing their order, in a clear and comprehensible manner, of these GTC.