PREAMBLE

The present General Terms and Conditions of Sale (the "Conditions") exclusively govern the relations between SYNCHRO DIFFUSION, with a capital of 2,268,060 euros, registered with the Angers Trade and Companies Register under number 480 584 135, whose registered office is located at 20 Boulevard de la Chanterie, 49124 Saint Barthelemy d'Anjou ("SYNCHRO DIFFUSION"), and professional customers (the "Client(s)") wishing to place orders for products with SYNCHRO DIFFUSION, excluding consumer products.

The fact of placing an order implies the Client's full and unreserved adherence to these Conditions. No particular condition may prevail over these Conditions without SYNCHRO DIFFUSION's prior written acceptance.

They will prevail over any other version or any other contradictory document. These Conditions are also accessible at any time on the www.synchro-diffusion.com website.

The Conditions may be subject to change. Consequently, it is understood that the applicable conditions are those in force at the time the order is placed. The Conditions come into force when they are posted on the www.synchro-diffusion.com website.

ARTICLE 1: PRODUCTS

SYNCHRO DIFFUSION makes available to its Clients a catalog of products linked in particular to the world of mobility (the "Products").

SYNCHRO DIFFUSION reserves the right to substitute at any time a Product from its catalog or prospectus, subject to the same technical and pricing characteristics.

The essential characteristics of the Products are described and presented with the best possible accuracy. The pictures of the Products are as close as possible to what the product looks like. Nevertheless, they may present certain differences with the delivered Product, provided that these differences do not affect an essential characteristic of the Product.

The Products comply with the regulations applicable in metropolitan France. In the event that the Client wishes to export the Products, it is the Client's responsibility to check the compliance of these Products with the legislation of the country of destination.

ARTICLE 2: PRODUCT PRICES

The prices of the Products are indicated in Euros excluding taxes.

The Products are invoiced at the prices in force on the date of the order, and prices are subject to change without notice.

The eco-contribution relating to the recycling of certain Products is clearly mentioned on the Product information and in the order summary.

Prices are net, ex works, exclusive of tax, delivery costs.

Prices are also carriage paid for all orders of a minimum amount of 450 Euros net, excluding taxes. Delivery will be made according to the Incoterm applicable in the Client's order (DDP, FOB, FCA).

Any order whose amount is less than the carriage threshold stipulated above will give rise to the invoicing by SYNCHRO DIFFUSION of preparation and shipping costs previously calculated according to, in particular, the weight and destination of the Products.

ARTICLE 3: ORDERS

Orders can be placed at any time by phone (+33 (0)2 41 77 52 32), fax (+33 (2) 41 77 57 24), e-mail (contact@synchro-diffusion.com), the website (Synchro-diffusion.com) or via the intervention of a SYNCHRO DIFFUSION sales representative.

The order is then recorded and processed by SYNCHRO DIFFUSION, being specified that any order placed implies acceptance of the prices and characteristics of the Products available for sale.

When the Products are sent, the Client receives an e-mail with the link to track his order.

ARTICLE 4: DELIVERY TIME

Deliveries are only made according to availability and in the order in which orders are received. Delivery times are only given as an indication.

In any case, exceeding the indicative delivery times may not lead to damages, deductions, penalties or cancellation of orders. However, after formal notice by the Client to deliver the Products not followed by execution within fifteen (15) days following the announced date, the sale may be canceled at the request of either Party.

The Client may obtain the return of any deposit paid, to the exclusion of any other indemnity or damages. In case of force majeure, SYNCHRO DIFFUSION will be released from its obligation to deliver.

ARTICLE 5: DELIVERY

Unless otherwise agreed between the Parties, the Products shall be delivered DDP in accordance with Incoterms 2020. The Products travel at SYNCHRO DIFFUSION's own risk.

In the event of damage and/or missing products, it is the responsibility of the Client to make all necessary observations and to confirm his reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within three (3) days following receipt of the Products, in accordance with article L133-3 of the Commercial Code.

ARTICLE 6: COMPLAINTS

Without prejudice to the measures to be taken with regard to the carrier, complaints about obvious defects or about the non-compliance of the Product delivered with the product ordered or the dispatch note must be made in writing within three (3) days following receipt of the Products either by Fax (02 41 77 57 24) or by post to :

Synchro Diffusion
After-Sales Service
20 Boulevard de la Chanterie,
49124 Saint Barthélemy d'Anjou. France

In the event of an apparent defect or non-conformity of the Products delivered, duly noted by SYNCHRO DIFFUSION, the Client may obtain a credit note, to the exclusion of any indemnity, damages and/or penalties.

It is specified that the guarantee against hidden defects is excluded.

ARTICLE 7: INVOICES

The invoice is issued at the time of delivery of the Products to the Client and will include the billing address and a purchase order number.

ARTICLE 8: PAYMENT

Unless expressly agreed otherwise, all payments shall be made within thirty (30) days of the invoice date and without discount for early payment.

The invoices are payable at the following address:

SAS SYNCHRO DIFFUSION
Accounting Department
20 bd de la Chanterie
49124 Saint Barthélemy d'Anjou, France

Any sum not paid on the due date will give rise to the payment by the Client of penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points and due on the day following the payment date shown on the invoice.

In accordance with Article L. 441-10 II of the French Commercial Code, any late payment automatically entails, in addition to the late payment penalties, an obligation on the part of the debtor to pay a fixed penalty of forty (40) euros for collection costs per invoice. The Client shall also reimburse all costs incurred by the contentious recovery of the sums due.

It is expressly agreed that failure to pay for the Products on the agreed due date will result in:
- the immediate payment of all sums remaining due regardless of the method of payment provided for.
- the suspension of all current orders, without prejudice to any other course of action.
- the payability, after formal notice by registered letter has been served but has remained without effect, of a lump-sum indemnity, by way of a penalty clause, set at 15% of the amount of the debt.

ARTICLE 9: RETURNS

Any return of Products is forbidden unless SYNCHRO DIFFUSION has given its express, prior and written agreement.

Any Product returned without the express, prior and written agreement of SYNCHRO DIFFUSION will be held at the disposal of the Client and will not give rise to the establishment of a credit note. The costs and risks of the return are the exclusive responsibility of the Client.

The Client has the possibility of requesting the return, at his own expense and with the express prior agreement of SYNCHRO DIFFUSION, of the Products which he has returned. When Products are returned without the prior agreement of SYNCHRO DIFFUSION, SYNCHRO DIFFUSION will invoice the Client on a monthly basis for storage costs of an amount equal to twenty (20)% of the value of the Products paid for and returned by the Client.

If, at the latest within a period of six (6) months from the notification issued by SYNCHRO DIFFUSION informing of the absence of agreement for the return of the Products, the Client has not requested their return or their destruction, SYNCHRO DIFFUSION will proceed with the destruction of the said Products at the Client's expense.

Any return expressly accepted by SYNCHRO DIFFUSION will lead to the establishment of a credit note to the Client, after qualitative and quantitative verification of the Products returned, at a discount of fifteen (15)%, the shipping costs remaining at the Client's expense.

ARTICLE 10: REPACKAGING

The repackaging by the Client of Products sold by SYNCHRO DIFFUSION is prohibited without the express, prior and written agreement of SYNCHRO DIFFUSION. In the event of the SYNCHRO DIFFUSION's agreement, the repackaging will be carried out at the exclusive expense of the Client.

ARTICLE 11: RETENTION OF OWNERSHIP

SYNCHRO DIFFUSION retains ownership of the Products sold until effective payment of the full price in principal and accessories.

Payment is only deemed to have been made on the date on which the funds are made available to SYNCHRO DIFFUSION. The handing over of a document creating an obligation to pay (draft or other) does not therefore constitute payment within the meaning of this clause. Failure to pay may cause the claim of the Products. These provisions do not obstruct the transfer to the Client, from the moment of delivery, of the risks of loss and deterioration of the Products sold as well as the damage they could cause.

ARTICLE 12: LIABILITY

SYNCHRO DIFFUSION cannot be held liable in the event that the non-performance of its obligations is attributable either to the unforeseeable and insurmountable act of a third party, or to a case of force majeure as defined in article 1218 of the Civil Code.

ARTICLE 13: END OF THE COMMERCIAL RELATIONSHIP

It is expressly agreed that in the event of termination of trade relations, whatever the cause:

- any order arriving before the effective date of the termination of the trade relations will have to be carried by SYNCHRO DIFFUSION,
- All sums due by the Client, for whatever reason, will be payable immediately and will be subject to penalties in the event of late payment.

The Client having one or more Products specially manufactured or packaged for his own activity undertakes to take delivery of the quantities ordered and stored by SYNCHRO DIFFUSION until stocks are exhausted, within a maximum period of three (3) months following the termination of the Product or of the commercial relationship.

ARTICLE 14: DISPUTES

The Commercial Court of Angers shall have sole jurisdiction in the event of a litigation of any kind or a dispute relating to the formation or execution of orders, even in the event of interlocutory proceedings, incidental claims or multiple defendants or an appeal in warranty, and whatever the method and terms.