General terms and conditions of sale

1. PRICE OFFER AND ORDER

1.1 Purpose and Scope

All orders for products shall imply the Purchaser’s unconditional acceptance and adherence to these General Terms and Conditions of Sale, which shall prevail over all of the Purchaser’s documents, including inter alia all terms and conditions of purchase, unless otherwise expressly agreed in advance by our company.

These General Terms and Conditions of Sale apply to all sales of products and services by our company, unless otherwise expressly agreed in writing by the parties prior to the order.

1.2 Term of the offer

Unless another term is set, the price offer shall be binding on us for one (1) month.

1.3 Amendment and cancellation

The cancellation or partial or complete amendment of the order shall only be admissible and valid if the two parties agree.

We may bill all costs and expenses incurred in the preparation or fulfilment of the order to the Purchaser, if the latter requests the amendment or cancellation, including inter alia raw materials and equipment.

2. Price

2.1 Sales Unit - Tax and Packaging - Conditions of Carriage

Sales Unit: the prices are shown by unit, one hundred or one thousand, according to the type of product.

Taxes: The price offer does not include tax.

Packaging: Packaging is included in the price. Unless otherwise stipulated in the offer, we shall be entitled to choose the packaging and packing.

Conditions of Carriage: Sales prices are “ex-works”, “free carrier” or “free carrier to border” as applicable. In the event of an “ex-works” and “free carrier to border” sale, the goods are carried at the recipient’s risk. In the event of damage or product shortage duly recorded on taking delivery and specified on the delivery note, the Purchaser shall be required to comply with the legal provisions.

2.2 Start-Up Costs

All preparatory documents, studies, drawings, sketches, models and equipment shall also be billed as a contribution to the start-up costs. However, these items shall remain our property. The storage times for said these tools are 18 months for hot-foil stamping, relief and die-cutting (offset plates and gang die-cutting forms are not kept).

2.3 Price Amendment or Revision

Price offers are established for work performed, delivered and billed based on the initially agreed terms and conditions between the Purchaser and our company. Any amendment to said terms and conditions by the Purchaser may result in a price amendment.

Moreover, regardless of the term, the validity of the prices is only maintained subject to stability of costs of raw materials and transport costs. In the event of a variation in these costs, we reserve the right to review our price offers as a result.

We shall notify the terms and conditions of the price increases to the Purchaser, in the scope of pre-existing contracts or orders in progress.

3. FULFILMENT OF THE ORDER

3.1 “Printing approval form” process

The Purchaser must sign a printing approval form and/or engraving approval form. We are not liable for the printed quality of models that are ready to print or formatted pages which we receive from the Purchaser. We are also not required to correct spelling mistakes and linguistic and grammatical mistakes.

In the event where machine verification is used for the colour shades, only slight amendments may be envisaged. The first three hours of machine use are free and the following hours shall be billed. Waiting time shall be billed in the same way.

N.B.: Any amendment to the initial order by or on behalf of the Purchaser shall be billed as “author’s corrections”. Wasted raw materials shall also be billed.

3.2 Acceptable Quantity Levels

Deliveries of underruns or overruns by + or - 10% shall be deemed to be acceptable by the Purchaser at the unit price for the order.

3.3 Acceptable Quality Levels

They are materialised by a tri-colour scheme or a defect range board. All work shall be performed using raw materials normally available. All specific requirements must be notified by the Purchaser when requesting the price. Differences resulting from the type of work to be performed are explicitly accepted by the Purchaser.

3.4 Identification

Unless otherwise stipulated by the Purchaser, we are authorised to print the name, logo, company number on products that we produce provided that they are initially stated on the printing approval form.

3.5 Ownership of Production Inputs

Production inputs are consumables required to properly fulfil the order and shall remain our exclusive property, even if contribution costs are billed in accordance with Article 2.2. We are not required to keep these inputs.

3.6 Materials Supplied by the Purchaser

Any materials supplied by the Purchaser must be insured thereby at all locations. The Purchaser shall accordingly expressly release us from any liability whatsoever in the event of complete or partial damage or loss, due to any reason whatsoever.

4. DELIVERY AND TAKING DELIVERY OF THE GOODS

4.1 Delivery times

The accepted delivery times are stated on our confirmation. They may be challenged if the Purchaser does not provide all documents required for production in due course or if a change in circumstances, unforeseeable at the time of the conclusion of the contract, makes its execution too onerous for us (cf. article 9). Unless otherwise stipulated, the goods shall be deliverable and billable as soon as they are completed. We do not accept any late performance indemnity or penalty stipulated by the Purchaser. For “ex-works” carriage, the Purchaser must without fail provide us with the registration number of the lorry and the arrival time at least 48 (forty-eight) hours in advance.

4.2 Reservation of Ownership Clause

Transfer of the ownership of our products shall be suspended until full payment of the price (principal and incidental costs) is made by the Purchaser, including where payment extensions are granted.

Any conflicting provision, inter alia inserted in the general terms and conditions of purchase, are deemed unwritten. It is expressly agreed that our company may invoke its rights under this reservation of ownership clause, in relation to any of its debts, over all products in the Purchaser’s possession. Such products shall contractually be deemed to be unpaid products, and our company may recover them or claim them as compensation to offset its unpaid invoices, without prejudice to the cancellation of sales in progress.

The Purchaser may only resell its unpaid products in the scope of the normal running of its company, and may not under any circumstances pledge or grant a security over its unpaid inventory. In the event of non-payment, the Purchaser shall refrain from reselling its inventory up to the quantity of the unpaid products.

This clause shall not prevent the risks of the goods being transferred to the Purchaser with effect from delivery thereof.

4.3 Claim – Refusal

The Purchaser shall be required to examine the goods on taking delivery. Any claims relating to the quantity delivered must be submitted to us by the Purchaser within three (3) days with effect from the delivery date. Claims relating to quality must be submitted by the Purchaser as soon as possible within two (2) weeks with effect from the delivery date. After the 2 weeks from the delivery date , the Purchaser may not claim the financial consequences of the use of a non-compliant product.

It is explicitly stated here that in the case of deliveries of goods in coils, the compliance checks are the responsibility of the Buyer who remains responsible up until the fully effective unwinding.

Claims shall not be admissible if the goods have been kept in conditions that may compromise the proper storage thereof. No compensation and/or interest for late performance may be claimed from us under any circumstances and we shall not be held liable above the value of the goods acknowledged as faulty. The Purchaser shall not incur any costs without our prior consent.

4.4 Use of the goods

The goods shall be deemed to have been used within six (6) months after production thereof. In view of the specific nature of the materials used and the sensitivity thereof to climatic and atmospheric changes, we shall not be held liable for any negative consequences resulting from late use of the goods.

5. Payment

5.1. Invoicing for Goods

Invoicing shall be carried out when the goods are dispatched or in some cases kept by us when they are made available for collection. However, we may keep goods available for collection by the Purchaser for up to two (2) months.

At the end of this period, we shall automatically bill storage costs representing 1% of the value of the goods per calendar month started and the goods shall be automatically billed at the latest six (6) months after they are made available for collection, then either dispatched or destroyed.

Any claim relating to a given part of the delivery shall not justify refusal to pay for supplies which are not subject to the claim.

5.2 Payment Terms

Our invoices are payable within 30 days from the end of the month. No discount shall be granted for early payment. Commercial papers sent to the Purchaser must be returned duly accepted within the time limits laid down by law.

For any new business relationship, it is standard practice to ask the Purchaser to pay a minimum advance representing the value of the raw materials to be supplied and the costs to be incurred. Late payment penalties shall be due in the event of non-payment on the day after the payment date stated on the invoice. The rate of these penalties is 20% per year, with a minimum of €100. A fixed debt recovery fee amounting to €40 per invoice shall also be due.

Debt recovery by a court or any other debt collection agency shall give rise to a 5% surcharge applied to the amount claimed, with a fixed minimum amount of €100. The same provisions shall apply in the event of collective proceedings.

6. COMPLIANCE WITH EMPLOYMENT LAW

All orders are fulfilled in accordance with laws and regulations in force concerning the rules of conduct set out in our company’s social commitment and in compliance with ILO’s fundamental conventions.

We certify that no product has been manufactured, assembled or packaged using forced, prison, dangerous, undeclared and/or child labour.

7.INTELLECTUAL PROPERTY

All technical and artistic documents provided to our customers shall remain our exclusive property and must be returned to us on request.

The Purchaser undertakes not to use these documents in any way that may infringe our company’s industrial or intellectual property rights and undertakes to refrain from disclosing them to third parties.

7.1 Literary, Artistic and Industrial Property – Reproduction

When we carry out any work in any form whatsoever involving a creative activity within the meaning of the Intellectual Property Code, copyright deriving from such creation and, inter alia, the right of reproduction shall be held by us and shall only be transferred to the Purchaser pursuant to a written agreement to this effect.

On the basis of the above-mentioned provisions, in the capacity as creator of a computerised data system, images on a graphic tool, matrix, sketch, model, diagrams, drawings, etc., we enjoy the copyright protection deriving from the legal provisions.

7.2 Literary, Artistic and Industrial Property – Assignement

The written agreement on the copyright assignment and, inter alia, right of reproduction must be express: it shall not result from the creative activity being specified in the order or the creative activity being subject to specific remuneration or lastly ownership of the physical form of the copyright being transferred to the customer.

Unless a specific exclusivity agreement is entered into, we may reuse an artistic creation designed by our departments.

7.3 Literary, Artistic and Industrial Property – Right of Reproduction - Infringement

Placing an order relating to reproduction of an item or name which benefits from protection implies the Purchaser’s assertion of the existence of a graphic right of reproduction in his/her favour.

The Purchaser consequently warrants us from and against all third-party claims.

8. PERSONAL DATA PROTECTION

Collecting personal data on the Purchaser is necessary to process services, fulfil orders and draw up invoices.

This data is strictly confidential and exclusively used for the proper administration of the Purchaser’s customer account. It is pointed out that the Purchaser has a permanent right to consult, modify, rectify and delete his/her personal data.

To exercise this right, the Purchaser may send a request by email to the following address: “privacy.customers@autajon.com” or by letter sent by post to the following address: Privacy Customer - Autajon Services 36 route d’Espeluche – 26200 Montélimar - France.

This request shall be handled in accordance with applicable legal and regulatory provisions.

9. FORCE MAJEURE EVENT – UNFORSEEABILITY

All registered orders contain a reservation authorising us to suspend our commitments made, without compensation, in the following cases: strikes, lockouts, bad weather and other force majeure events occurring at our premises and at our suppliers’ premises. Moreover, if a change in circumstances, unforeseeable at the time of the conclusion of the contract, makes its execution too onerous for us (prices of raw materials, service rates,...), we may request a renegotiation of the contract from the Buyer under the Theory of Unforseeability. In the event of refusal or failure of the renegotiation within one month, we can agree to the resolution termination of the contract or ask the judge to proceed with its adaptation.

10. JURISDICTION

In the event of a dispute and if an amicable solution cannot be reached, French law shall exclusively apply and the competent courts of Lyon will have exclusive jurisdiction.