GENERAL TERMS AND CONDITIONS OF SALE

Version 3 – 01/2021

1.- PREAMBLE

These general terms and conditions are applicable to any sales contract for materials/ equipment/ goods/ products/ services, hereinafter “the Products”, signed by the company FILLON TECHNOLOGIES, referred to hereinafter as “the Seller" and the customer, hereinafter “the Customer” subject to any amendments that either side may make to it by an express agreement recorded in writing and to the exclusion of any other documents of the Customer and in particular its own general terms and conditions of purchase.

2-CONTRACT

2.1 The sales contract is deemed to have been completed:

-by the Customer’s acceptance of the firm proposal/offer from the Seller within the time indicated in the proposal/offer, subject to the order complying in all aspects with the proposal/offer.

-by an order placed by the Customer and accepted in writing by the Seller in the form of an "Order Confirmation".

2.2 Any modification or cancellation of the order requested by the Customer must be accepted in writing by the Seller. The Customer must pay for all the costs incurred by the Seller relating to the modification or cancellation of the order.

3- PACKAGING

The prices indicated in the offer or Order Confirmation from the Seller are to be understood as including goods packed in standard boxes unless protective systems or other arrangements have been agreed upon in writing between the parties.

4-PRICES

Prices are exclusive of VAT, ex-works, and are determined by the price applicable on the day when the order was placed unless agreed otherwise and in writing between the parties.

5- TERMS OF PAYMENT

5.1 invoices are payable in cash and without discount, unless agreed otherwise and in writing between the parties.

5.2 Any invoice which has not been settled by the due date:

• Will result in the payment by the Customer of penalties set at three times the legal interest rate. In accordance with article L.441-6 of the commercial code, these penalties are payable, upon request of the Seller without a reminder being necessary. In the event of a payment made after the due date shown on the invoice, the Seller will be owed a lump compensatory sum of forty (40) euros to cover collection costs. If the collection costs incurred by the Seller are greater than the amount of this lump compensatory sum, the Seller reserves the right to request additional compensation if it can prove that this is justified.
• Will result in the term granted for the payment of other invoices being immediately payable in full as well as all remaining amounts due or the return of the products depending on the choice of the Seller.
• Will result in the suspension of all deliveries until full payment has been made.

6-DELIVERY

6.1 Terms of delivery and transfer of risk and costs

6.1.1 Terms of delivery

Deliveries are made according to Incoterm ICC 2020, DAP or FCA, defined between the parties.

Deliveries are made in standard packaging as defined above.

6.1.2 Transfer of risks and costs

The risks, as well as the costs, will be transferred to the Customer according to the applicable Incoterm ICC 2020 and notwithstanding the retention of title clause provided for below.

6.2 Delivery or availability schedules

The delivery times given are indicative and start to apply once the Customer has provided the Seller with all the technical information necessary for the fulfilment of the order, and has put in place the credit and/or payment terms stipulated in writing between the parties. Late deliveries may not give rise to interest and damages, deduction, or cancellation of current orders by the Customer.

In any case, the Seller is exempt from any liability in the event of late deliveries caused by force majeure.

In the event of such a case lasting more than 30 days, as of the date of its occurrence, the sales contract may be cancelled by the first party to act, without any of the parties being able to claim for interest and damages.

6.3 Receipt of Products

6.3.1 Shipment of Products organized by Fillon

In the event that the Customer appoints the Seller to manage the shipment of the Products, it is the Customer's responsibility to inspect the Products upon receipt. Any anomaly concerning the Products (missing Product, erroneous reference, damage or apparent defect) must be noticed by the Customer in the form of handwritten, clear, precise and complete reservations on the consignment note, of which the Customer shall keep a copy, in accordance with Article 6.3.3 below.

6.3.2 Collection by the Customer or its carrier

The Customer, or the carrier appointed by him, is required to check the number of packages or pallets (if the packages are palletized) and the conformity of the references with the order, as well as the absence of apparent defects when picking up the goods from the Seller.

Consequently, any anomaly concerning the Products (erroneous reference, missing product, apparent defect) must be noticed by the Customer or its carrier, in the form of handwritten, clear, precise and complete reservations on the delivery slip, in accordance with Article 6.3.3 below.

6.3.3 Claim

6.3.3.1 For France

It is up to the Customer, in the case of visible damage caused by transport or in the event of a shortfall, to issue upon delivery, on the delivery receipts, explicit reserves which clearly show the nature of the damage or the shortfall quantity.

These reserves must be confirmed to the carrier by registered letter with acknowledgement of receipt within three days after delivery, in accordance with the provisions of article L.133 - 3 of the Commercial Code, with a copy sent to the Seller.

Claims regarding visible defects or non-conformities concerning the delivered product must be mentioned on the delivery notes and must be made to the Seller by registered letter with acknowledgement of receipt within 3 days of the arrival of the products. It is the responsibility of the Customer to provide any proof in respect of the existence of the defects or abnormalities that have been recorded.

6.3.3.2 For the international market

It is up to the Customer, in the case of visible damage caused by transport or in the event of a shortfall, to issue upon delivery, on the delivery receipts, explicit reserves which clearly show the nature of the damage or the shortfall quantity.

In the case of non-visible damage, the Customer may send clear and precise reservations in writing to the carrier, with a copy to the Seller, within seven days from the day after delivery, in accordance with the provisions of Article 30.1 of the CMR convention.

7 - CUSTOMS FORMALITIES

As the Seller is not authorized to perform such formalities, the export customs formalities will be subcontracted to a Registered Customs Representative, the cost of such export declaration will be borne by the Seller in accordance with the Incoterm FCA or DAP, with the Customer bearing the import customs formalities and associated costs. The Customer's carrier will have to go to the Registered Customs Representative to retrieve the document if the paper format is required. If the electronic format is sufficient, the Seller will send the document to the Customer by e-mail as soon as it is available.

8- RETENTION OF TITLE

The transfer of ownership of the goods only occurs after full payment of their principal price and additional costs and interest, in accordance with article L 624-16 of the commercial code.

In the event of the Customer failing to pay all or part of the price, it being specified that the mere handing over of bills of exchange or other documents creating an obligation to pay does not constitute a payment, the Seller shall be entitled to claim payment for the goods sold or to obtain their return, with the costs and risk being for the Customer, and without prejudice to its right to terminate any sales in progress.

The Customer must therefore ensure that the goods are stored correctly, that they are insured against damage and loss, and in the event of their total or partial destruction even as a result of an Act of God, force majeure or because of the actions of a third party, have them repaired or replaced, in accordance with article 1137 of the Civil Code.

As long as the ownership of the goods has not been transferred to the buyer, the buyer shall undertake not to grant to a third party any collateral guarantee whatsoever over these goods or to transfer them to a third party without the prior agreement of the Seller.

These provisions shall not impede the transfer to the Customer, once the goods have been released, of any risks of loss and damage caused to the goods, in accordance with article 5 of these general terms and conditions.

9 - GUARANTEE - LIABILITY

FILLON TECHNOLOGIES guarantees its equipment against defects either in materials or workmanship that occur during normal use of the equipment for a period of 24 months.

Fillon Technologies' general warranty terms and conditions are specified as an appendix to these general terms and conditions of sale.

10 - APPLICABLE LAW AND JURISDICTION CLAUSE

These general terms and conditions of sale are subject to French law.

In the event of any dispute arising between the Seller and the Customer, express attribution of jurisdiction is given to the Courts whose jurisdiction applies at the location of the registered office of the Seller.

FILLON TECHNOLOGIES, an SAS (Simplified Joint Stock Company) with a capital of €5,435,130 RCS CHARTRES –

Registered office: 2 rue de Houdan. 28210 FAVEROLLES, FRANCE·

lntra-community VAT No.:  FR 42 420 213 225 – Slren No. 420 213 225.

WARRANTY

Version 5 – 18/12/2020

WARRANTY PERIOD

FILLON TECHNOLOGIES guarantees its equipments against defects either in materials or workmanship that occur during normal use of the equipment for a period of 24 months. This warranty starts on the invoice date.

The warranty on spare parts shall apply for a period of 6 months from the invoice date.

Wear parts and consumables are not guaranteed

(see Consumables - Wear Parts document in our user manuals)

SCOPE OF THE WARRANTY

The free repair of the part recognised as being defective in the plant or its exchange, is at the choice of FILLON TECHNOLOGIES and possible repairs of damage caused by the defect to other parts of the equipment.

The Warranty does not apply / does not cover:

• In case of an accident, malice, negligence, failure to comply with the conditions of use and maintenance defined by FILLON TECHNOLOGIES, use of supplies that do not meet the prescribed criteria.
• The warranty does not apply in case of defects caused by the installation and layout of the premises, the electrical installation or voltage quality and, generally, for any damage related to the environment of the equipment.
• The warranty does not cover defects caused by damage that occurs during transport or mishandling, from the place of risk transfer, as defined in the contract.
• Items of equipment that have been subject to a transformation, and the consequences (malfunction, degradation, wear, etc.) of the transformation on other parts of the equipment
• The warranty does not apply to indirect consequences of a possible defect (operating loss, downtime, etc.).
• Elements considered as consumables such as belts, fuses, lamps, wheels, Plexiglas parts and seals.
• In case of the use of parts and consumables not approved by FILLON TECHNOLOGIES.
• The consequences of installing approved parts without complying with the recommendations of FILLON TECHNOLOGIES
• Damage caused by force majeure events: fire, lightning, floods, earthquakes.
• FILLON TECHNOLOGIES assumes no commitments or responsibilities other than those stated in these warranty conditions.

HOW DOES THE WARRANTY WORK?

Any warranty claim must be sent to the After-Sales Service of FILLON TECHNOLOGIES or to the local authorised service provider, providing full details of the circumstances and nature of the defect.

The defective element must be returned to FILLON TECHNOLOGIES according to the After-Sales Service of FILLON TECHNOLOGIES.

The buyer bears the costs and risk of transport to the establishments of FILLON TECHNOLOGIES.

The repaired or exchanged part is reshipped by FILLON TECHNOLOGIES.

The disassembly and reassembly of exchanged or repaired parts are performed by staff trained for this purpose.

If the intervention of FILLON TECHNOLOGIES on site falls outside the scope of the warranty, the costs of labour, travel and accommodation will be charged by FILLON TECHNOLOGIES at the rates in force.

The parts replaced under the warranty are only covered for the duration of the warranty remaining on the equipment.

Warranty against hidden defects

Under Articles 1641 et seq. of the Civil Code, FILLON TECHNOLOGIES is responsible for hidden defects of goods sold.

Availability of spare parts:

Availability of spare parts for a period of 5 years from the invoice date.

Discontinuation of product distribution :

The supply of components (stirring shelves, working surfaces, backstorage shelves, snap on platforms...) is limited to 1 year after the date of a product commercialization discontinuation.

SPECIAL CONDITIONS FOR THE DAISY WHEEL

In addition to the general conditions, the following conditions apply for the Daisy Wheel:

Bottles and caps are covered by a warranty of a specific duration or a maximum number of uses (whichever expires first):

0.5l and 1l bottles

Maximum number of fillings = 40

Maximum duration of use = 24 months

0.5l and 1l caps

Maximum duration of use = 24 months

The warranty does not cover:

• The consequences of a change in the network configuration (connections, addresses, change of password) and the uninstallation of the software necessary for the operation of the equipment (cf Network configuration - Installation rules)
• The consequences of an installation, without respecting the ATEX zoning, in the premises of the Customer, which remains the decision-maker and responsible for the installation of the equipment.
• Malfunctions and damage related to the layout of the premises, the electrical and pneumatic installation, voltage quality and, generally, the environment of the equipment.
• Malfunctions and damage generated by the use of paints not configured for the Daisy Wheel by FILLON TECHNOLOGIES or by variations of the mechanical properties of these paints (viscosity, etc.).
• The consequences of improper use of the equipment (untrained staff, negligence, malice) and non-compliance with the conditions of use (no stirring and filtration of paints during the bottle filling phase, etc.) or misuse of the equipment.
• Damage or defects due to non-compliance with FILLON TECHNOLOGIES’ maintenance recommendations (Daisy Wheel pop-up pilot software, documentation, annual review).

Availability of spare parts:

Availability of spare parts for a period of 5 years from the invoice date.

Annual maintenance:

The performance of the annual review operation does not extend, in any case, the initial warranty period of 24 months.