The present general terms and conditions of sale are systematically provided or handed over to each professional buyer ("Buyer") to enable them to place an order. Consequently, placing an order implies the Buyer's full and unconditional acceptance of these general terms and conditions of sale to the exclusion of all other documents such as prospectuses, catalogs, issued by Solisysteme and which have only indicative value. No special condition can, unless expressly and in writing accepted by Solisysteme, prevail against the general terms and conditions of sale.

Any contrary condition posed by the Buyer will therefore, unless expressly accepted, be unenforceable against Solisysteme, regardless of when it may have been brought to its attention. The fact that Solisysteme does not avail itself at a given time of any of these general terms and conditions of sale cannot be interpreted as a waiver of the right to avail itself subsequently of any of said conditions. The Buyer is committed upon placing the order with Solisysteme under the conditions of Article 5 (Orders) (the "Purchase Order"). Solisysteme is only committed after the confirmation of the order in the order acknowledgment receipt (the "OAR" and, together with the Purchase Order, the "Order Documents") in accordance with Articles 2 (Products) and 5 (Orders).

Solisysteme establishes documents (catalogs, POS displays, unit price lists, etc.) every year detailing the list of products marketed by Solisysteme (the "Products"). Solisysteme is required to adapt the Products to the needs of its clientele, to the evolution of techniques, and to applicable standards and regulations. Therefore, they are subject to change (characteristics, dimensions, weight, etc.), or even to be removed without prior notice or obligation to inform potential Buyers.

In the absence of contrary stipulation, any order offer made by a representative of Solisysteme is valid for thirty (30) calendar days. An order offer, even accepted by the Buyer without limitation, shall not constitute an order until an OAR is issued by Solisysteme. All documents other than these general terms and conditions of sale and the Order Documents, including any catalogs, any brochures, any advertisements, any manuals, are for information purposes only and are not contractual.

The drawings, diagrams, plans, or any documentation provided by Solisysteme to meet the Buyer's project remain the exclusive property of Solisysteme and cannot be used without Solisysteme's consent to produce a copy of this intellectual creation in accordance with articles L111-1 and R111-1 and following of the Intellectual Property Code.

Solisysteme's sales prices are set based on the Solisysteme tariff established annually in the unit price list of the Products, taking into account any special conditions and price reductions possibly granted to the Buyer. Subject to applicable legislative provisions, particularly regarding resale at a loss (Article L. 442-2 of the Commercial Code), the Buyer remains completely free to determine its own selling prices as it sees fit. Sales are open to any Buyer after opening an account subject to conditions, including solvency requirements, among others. Obtaining unfavorable information about the Buyer (protested bills, unpaid debts, etc.) authorizes Solisysteme to refuse any order or to request advance payment or to apply different payment terms than those practiced until then towards other Buyers.

Given the significant portion of raw materials in Solisysteme's costs, sales prices are subject to change in case of increases in these materials. Prices verbally indicated are for indicative purposes only. The tariff may be revised during the year, and any tariff modification will automatically apply to any order placed after the modification date indicated on the latest tariff in force. Price reductions: Solisysteme may grant price reductions based on the type of Buyer and anticipated business volume. Additional price reductions may also be granted based on the efforts made by the Buyer to facilitate collaboration.

As a professional, the Buyer is responsible for their choice of Products and their suitability for their needs or, where applicable, those of their own clients, and it is their sole responsibility to determine their need for Products (dimensions, sizes, colors, range, etc.). Form: Orders are addressed to Solisysteme by any written means, including in the form of a completed and signed purchase order by the Buyer or by the Buyer's countersignature of an order offer made by a Solisysteme representative. They shall only constitute an order once accepted by Solisysteme in accordance with Article 2 (Products). However, any order commits the Buyer to the Products and quantities upon signature of the Purchase Order. Unless otherwise specified, any order offer from a Solisysteme representative is made for the Buyer's acceptance in writing, received by Solisysteme within thirty (30) calendar days, unless another validity period is expressly stipulated in the offer. This period runs from the sending of the order offer by Solisysteme or its representative.

Modification: Any modification of the order desired by the Buyer, including in these execution conditions, will only be considered if the request is made in writing, including by fax or email, received by Solisysteme, no later than five (5) calendar days after receipt of the Purchase Order by Solisysteme. Solisysteme has the option to accept or refuse this modification. Its decision will be the subject of a written communication, specifying, if applicable, new execution deadlines and new prices. Cancellation: By registered letter with acknowledgment of receipt, the Buyer may cancel all or part of any order. This cancellation may only concern orders not yet executed: orders in progress or those that have begun production or delivery cannot be canceled. Without prejudice to its right to claim any additional compensation, Solisysteme will retain, regardless of the date of cancellation of the order, the deposit paid by the Buyer for said order.

If, between the date of the Purchase Order and the date of delivery of the order, a significant change occurs in the legal, financial, economic, or patrimonial situation of the Buyer, and in particular, without limitation, in the event of death or incapacity of the Buyer (in the case of a sole proprietorship), dissolution of the Buyer with or without liquidation (in the case of a company), operation of merger, split, universal transmission of assets, partial contribution of assets made by or for the benefit of the Buyer, security granted to a third party on all or part of its assets, or opening of a conciliation procedure, a moratorium, an ad hoc mandate, or any safeguard, accelerated safeguard, accelerated financial safeguard, judicial reorganization, or judicial liquidation procedure concerning the Buyer: (i) the Buyer must promptly inform Solisysteme of the occurrence of such an event; and (ii) Solisysteme may, in return, demand any suitable guarantee or consider the balance of the outstanding order(s) null and void. Refusal of order: In the event that a Buyer places an order with Solisysteme without having made payment for the previous order(s) that have become due, Solisysteme may refuse to honor the order and deliver the Products concerned, without the Buyer being able to argue an unjustified refusal of sale or claim any compensation.

Delivery Times: Delivery times depend on the Product concerned and the options chosen and are generally at least 7 weeks. This period begins to run only from the day the OAR is issued. Agreed delivery times are provided for information purposes only. Solisysteme declines any responsibility in case of transport delays. Any delays do not entitle the Buyer to request the resolution of the order, refuse the goods, or claim damages. There shall be no offsetting between the invoice issued by Solisysteme and any penalties or discounts that the Buyer may consider due to non-compliance with the delivery date or non-conformity of the Products, unless Solisysteme has been able to verify the facts alleged and has expressly authorized such offsetting.

Transfer of Risks: The Products ordered are delivered at the risk of the Buyer regardless of the means of transport chosen, notwithstanding the provisions relating to retention of title and the mode of payment of the transport price. It is the responsibility of the Buyer or their recipient to make any claims and reservations against the carrier in the legal form and within the legal deadlines, sending a copy to Solisysteme, under penalty of exclusion of warranty in case of any damage. Similarly, unloading and handling operations are carried out at the Buyer's risk. Products that have not been the subject of reservations confirmed by registered letter with acknowledgment of receipt or email within eight (8) days of their receipt in accordance with Article 11 (Claims), and simultaneously brought to the attention of Solisysteme, will be considered accepted as is, without recourse against Solisysteme.

Subject to the specific payment terms indicated below for the first three (3) orders from any Buyer, any payment made by a Buyer to Solisysteme must be made, at the Buyer's choice, by bank transfer, check, or bill of exchange. It is specified that the Buyer must indicate their payment terms after the OAR is issued by Solisysteme and cannot subsequently change them for a given order without prior agreement from Solisysteme. For any account opening and for the first three (3) orders as well as for any order for item(s) not listed in the price list, the Buyer must send two (2) checks to Solisysteme: - a deposit check corresponding to thirty percent (30%) of the price including all taxes of the ordered Product(s), which will be cashed upon ordering - a check corresponding to the balance of the price of the ordered Product(s), seventy percent (70%) of the price including all taxes, which will be cashed, unless otherwise stipulated (particularly to take into account the billing delays of the Buyer to its end customer), within a maximum period of twenty-one days after the delivery of the ordered Product(s).

Without prejudice to the above paragraph and unless otherwise specified, any invoice issued by Solisysteme to a Buyer is payable within thirty (30) calendar days from the date of invoicing. No claim or dispute authorizes the Buyer to suspend payment. Only down payments and credits granted by Solisysteme can partially or totally reduce the amount of a Buyer's invoice. In case of payment by bills of exchange, these must be returned and accepted within a fortnight of their dispatch.

Otherwise, Solisysteme will be entitled to have a protest drawn up for non-acceptance. Any late payment automatically, from the due date and without prior notice, entails the payment of late payment interest, the rate of which shall be equal to three (3) times the legal interest rate in force. Any delay in payment will result in the application of a fixed compensation indemnity for recovery costs of forty euros (€40) in accordance with Article D.441-5 of the Commercial Code. Furthermore, Solisysteme reserves the right to suspend or cancel current orders without prejudice to any other recourse. Unless an extension of the deadline is granted by Solisysteme and without prejudice to the other provisions of these general terms and conditions of sale, any unpaid deadline will result in the contentious recovery of Solisysteme's claim and the application of a fixed recovery penalty corresponding to fifteen percent (15%) of the total amount including all taxes unpaid for the relevant order.

Any formal notice relating to the non-payment of any amount under an order entails the immediate maturity of all sums due by the Buyer to Solisysteme under all current orders. In the event that the Buyer is indebted to Solisysteme for the payment of the balance of several orders of the same nature or similar nature, the Buyer is not entitled to request the allocation of its down payments and partial payments made for each order to the payment of the balance due for another order. Only Solisysteme will have the possibility to allocate a payment made by a Buyer to a particular debt.

Solisysteme reserves ownership of the Products delivered until full payment of the sale price of said Products by the Buyer, in accordance with article 2367 of the Civil Code. The Buyer must insure the Products against loss and damage and inform Solisysteme of any measures taken by third parties on said Products (for example, any seizure carried out). In case of non-payment of a single installment, Solisysteme may request the return of the delivered Products by any means: registered letter, joint inventory, bailiff's summons, etc. Solisysteme will retain, as a penalty clause, the down payments previously paid by the Buyer for these Products, prior to the termination of the order, which will occur upon Solisysteme's formal notice to the Buyer by registered letter with acknowledgment of receipt. In case of resale and/or transformation of the Product subject to the reservation of ownership by the Buyer, the latter undertakes, at the first request of Solisysteme, to assign (at the Buyer's expense) all or part of the claims acquired from the sub-purchasers up to the amounts still due by the Buyer to Solisysteme.

REMINDER: The Products must be checked by the Buyer upon delivery. All aluminum constructions by Solisysteme benefit from a ten (10) year warranty on the structure and the powder coating, subject to specific maintenance conditions described below (especially in maritime areas), for normal use of the Product, starting from the delivery date of said Product. Compensation by Solisysteme in case of hidden defect or non-compliance will depend on the actual and justified prejudice suffered by the Buyer. The amount of compensation will be subject to a detailed repair estimate prepared by Solisysteme for the client. Concerning the coating, surfaces must be examined from a minimum distance of 3 meters, have a uniform color and appearance, and must not show any scratches reaching the metal, excessive roughness, drip lines, bubbles, orange peel, inclusions, craters, blisters, pitting, scratches, and other possible defects. The warranties for awnings, glass walls, and privacy screens are 5 years, and those for motors, automation systems, winches, mechanisms, and Arlequin panels are 3 years.

Buyers are reminded of the need to ensure before installation that the Product matches the order. Any complaint regarding the conformity of the delivered Product to the order or the existence or occurrence of a defect must be made by the Buyer in accordance with Article 10 (Claims). Excluded from this warranty are Products modified or repaired without prior agreement from Solisysteme, installations not in compliance with industry standards or not following the instructions provided in the installation manuals, possible deformations due to improper adjustment or installation of the motorization. Also excluded from this warranty are potential damages caused by exposure to salt, or to an aggressive atmosphere (industrial emissions, herbicide sprays, animal excrements, de-icing salt, or any other corrosive product). This warranty is excluded, without limitation, in case of defects and deterioration resulting from external events, accidents (especially electrical), normal wear and tear of the equipment, lack of maintenance, or poor storage conditions. Solisysteme's liability cannot be incurred in case of non-compliant installation and/or use according to Solisysteme's and its partner suppliers' instructions. Solisysteme can only be held responsible for the conformity of the Products to the agreed standards or specifications. This warranty is limited to repair or replacement.

Any claim implies the return of the Product to the factory for examination by Solisysteme's technical services. The Buyer may only return the Product under the conditions determined in Article 10 (Claims). The Buyer must keep the Product in its premises without being entitled to any compensation until receiving the approval as per the paragraph titled "Return of Non-Conforming or Defective Products" below. Under no circumstances may the Buyer return a Product to Solisysteme carriage forward, transportation costs and any other return costs being the exclusive responsibility of the Buyer, regardless of the reason for the return. Solisysteme cannot be held liable for any compensation to the Buyer for intangible or indirect damages such as loss of earnings, loss of revenue, loss of profits, damage to reputation, etc. To ensure coverage by Solisysteme, the buyer must provide evidence of proper product maintenance according to the specific conditions required by Solisysteme. In the case of after-sales service (S.A.V.), products are never exchanged but repaired, with removal and reinstallation being the customer's responsibility. Any modifications to the original product will result in the cancellation of the warranty.

Solisysteme's liability shall not be engaged if a failure can be associated with one or more of the following circumstances.

Damages caused to the structure or thermolacquer by:

- War, act of terrorism or sabotage, revolt, riot, strike, lock-out, claims
- Volcanic eruptions, earthquakes, floods, tidal waves and other natural disasters
- Significant thermal shocks, radioactivity, irradiation, toxic or explosive products, hazardous fission waste
- Abnormal destination or use of the product
- Abnormal water stagnation
- Aggressive environment (including chlorinated environment and seaside)
- Abnormal degradation under the effect of folding or elongation of the support
- Normal wear or aging
- Continuous or abnormal immersion in aqueous solutions
- Lack of maintenance or chronic maintenance
- Unjustified delay in carrying out repairs or possible preventive touch-ups ordered during inspections, controls, or tests
- Structures or elements not treated by Solisysteme
- Possible deformations due to incorrect adjustment or installation defect of the motorization
- Poor storage conditions
- Defective electrical installation
- Faulty installation or adjustment of the motorization
- Fundamental modification resulting in a modification of its primary characteristics
- Aggressive exposure such as weedkiller, de-icing salt, animal droppings, etc.
- Normal aging (e.g. color fading)
- Accidental or non-accidental mechanical injury, mechanical or thermal shocks, abrasive friction
- Abrasion due to metal grinding dust or other
- Use of solvent and chemical product other than those recommended by Solisysteme
- Use of liquid paint not compatible with thermolacquering
- Formation of moss, lichen or other microorganisms
- Presence or contact with plantations or vegetation
- Cleaning or contact with products or materials to which the lacquer layer does not chemically resist.

Claims Procedure: Any claim regarding a Product must be addressed by the respective Buyer either by email to Solisysteme's After-Sales Service (sav@solisysteme.fr) or by registered letter with acknowledgment of receipt to the following address: Solisysteme After-Sales Service, 11 Route de la Cour d'Hénon, 86170 Avanton.

Visible or Missing Defects - Deadlines: Any claim concerning an apparent defect of a Product on the delivery date must be addressed by the Buyer to Solisysteme within eight (8) calendar days following the receipt of the said Product. When defects existing at the time of delivery are only revealed during the commissioning of the Product, the Buyer must notify Solisysteme by email or registered letter with acknowledgment of receipt to the addresses mentioned above, within a period of three (3) working days following the date on which the conformity defect was discovered, and at the latest within ninety (90) calendar days following the delivery of the Products. Failing to comply with these deadlines, and justifying them during the claim, the Buyer forfeits any right to invoke the non-conformity of the Products and missing items, whether by action or exception. In any case, the Buyer must, in parallel with the claim, take any claim regarding quantities, missing items, weight, dimensions, and chemical or physical characteristics of the delivered Products against the carrier.

Hidden Defects - Deadlines: To be considered, any claim invoking a hidden defect of the delivered Product must include all relevant documents and evidence within ten (10) calendar days following the discovery of the claimed defect.

Unmet Deadlines: In the absence of compliance with a deadline for a claim, the Buyer forfeits any right to invoke the non-conformity of the Products and missing items, whether by action or exception.

Burden of Proof: It is the Buyer's responsibility to provide, with any claim, all justifications and evidence regarding the missing items and/or the reality of the hidden defects claimed. Upon receipt of these elements, Solisysteme reserves the right to proceed, directly or indirectly, with any findings and verification on-site.

Return of Non-Conforming or Defective Products: Any return of a Product must be subject to a formal and prior written agreement from Solisysteme. Return costs are covered by Solisysteme only if the responsibility of the invoked defect is effectively recognized by Solisysteme. Only the carrier chosen by Solisysteme is authorized to return the concerned Products. Unless expressly agreed by Solisysteme, the claim made by the Buyer does not suspend its obligation to pay for the concerned Product on the due date indicated on the invoice.

Buyers are solely responsible for the use they make of the Products and for any damages resulting from their own activities related to the Products, including but not limited to: installation, transformation, transportation, etc. They are particularly responsible for the advice and information regarding the Products that they provide to their own customers. As long as there is a default of payment from the Buyer for an order of Products already delivered by Solisysteme, any subsequent order request from the Buyer will not be validated and delivered by Solisysteme. Therefore, the Buyer will be responsible for any commitments made with their customers related to a Product covered by the aforementioned unvalidated order.

The Buyer undertakes to indemnify and hold Solisysteme harmless against any action, claim, or proceeding brought by any third party against Solisysteme arising from such activities. In any event, the liability of Solisysteme is limited to the foreseeable and direct damages suffered by the Buyer, excluding indirect, consequential, or incidental damages, such as, but not limited to: loss of business, loss of profits, collateral damages, etc. In principle, the pecuniary liability of Solisysteme is limited to the sole amount of the price excluding taxes of the incriminated Products, definitively collected by Solisysteme, on the day its liability is sought, unless there is objective and irrefutable evidence of a higher prejudice by the Buyer

The cases of emergency applicable to the execution of these general terms and conditions of sale are those defined in Article 1218 of the Civil Code. The party affected by the emergency event shall notify the other party in writing, particularly by fax or email, as soon as possible. The concerned order(s) shall then be automatically suspended without compensation, from the date of the occurrence of the event and for its entire duration.

If the event lasts for more than thirty (30) consecutive calendar days, the sale may be terminated by the most diligent party, without either party being entitled to damages. This termination shall take effect on the date of the first presentation of the registered letter with acknowledgment of receipt denouncing the said order(s). The quantities ready at the time of termination shall be delivered to the Buyer, who shall be required to accept delivery and settle the amount.

It is reminded that the Buyer is an independent professional in relation to Solisysteme and acts on its own behalf and for its own account. It is entirely free to determine its own terms and conditions of resale and, more generally, the conduct of its business in compliance with applicable laws.

In the event that all or part of a provision of these general terms and conditions of sale is deemed null and void, the Buyer and Solisysteme shall endeavor to reach an agreement on terms of a fair provision or part thereof that may replace the one declared null and void, without prejudice to the other provisions. The fact that Solisysteme has not demanded the application of any provision of these general terms and conditions of sale, whether permanently or temporarily, shall in no way be construed as a waiver of the rights it derives from said provision.

All sales of Products are subject to French law, including sales for export.

In case of dispute, the parties shall bring the matter before the Commercial Court of Poitiers, which shall have exclusive jurisdiction to the exclusion of any other jurisdiction, regardless of the place of delivery, mode, or place of payment.