General Terms and Conditions of Sale

1. General Provisions
Any order implies the Buyer’s full and unconditional acceptance of these Terms and Conditions. Any request for a modification or waiver of these general terms and conditions must be the subject of an express and specific amendment that explicitly identifies the provisions of these terms and conditions that the Buyer wishes to modify. Such a request cannot result solely from the communication of the Buyer’s general terms and conditions of purchase, which does not constitute a specific invitation to negotiate. In such a case, the general terms and conditions of purchase shall not be taken into account. Any deviation from these Terms and Conditions must have been expressly authorized by the Manufacturer.

2. Definitions
The terms listed below shall be understood in accordance with the definitions set forth in this article. MANUFACTURER: the company FOREZ-BENNES (SAS located at Z.I. de Champdieu – BP121, 440 route de Montbrison – 42603 Montbrison Cedex, registered with the Saint-Étienne Trade and Companies Register under number 402 561 484) BUYER: any natural or legal person placing an order for a Product. PRODUCT: any goods, equipment, or service offered for sale by the Manufacturer. ORDER: any request submitted in writing or electronically for the purchase of Products. PRICE: the amount stated on the Manufacturer’s quotation. The price is exclusive of taxes and ex-works. DELIVERY: the time at which the Product is taken over by the Buyer for pickup. DELIVERY DATE: the estimated date on which the Product is available for pickup at the delivery location. DELIVERY LOCATION: Products are delivered ex-works from the Manufacturer’s facility, the address of which is specified in the Quote.

3. Order – Quote
The quote is prepared by the Manufacturer based on the information provided by the Buyer, who is solely responsible for such information in its capacity as a professional. When preparing the quote, the Manufacturer is under no obligation to provide advice to the Buyer, as it is not aware of the specific constraints of the Buyer’s business. All quotations are subject to any technical constraints that may arise during the technical feasibility study. The quotation is provided to the Buyer, who has one month to accept it. Unconditional acceptance of the quote must be communicated in writing to the Manufacturer. In the event of technical unfeasibility or for any other reason preventing the Manufacturer from fulfilling the order, the Manufacturer may propose a revision of the order. A revised order proposal will then be sent by the Manufacturer, who, once it is accepted by the Buyer, will execute it. If fulfilling the order presents no difficulties, the Manufacturer will confirm in writing receipt of the approved quotation and its commitment to fulfill the order. Only this confirmation constitutes a contractual obligation on the part of the Manufacturer. The Manufacturer shall in no event be held liable for any potential unsuitability of the product and/or its supporting frame if it has complied with the specifications set forth in the Buyer’s terms of reference. After-sales services are provided following an analysis of the defects and the customer’s acceptance of the repair order. The Manufacturer does not guarantee the downtime required to assess the necessary repairs, nor does it guarantee the availability of a replacement vehicle, which may be billed. It also does not guarantee that the defects are repairable and reserves the right to cancel the repair order in the event of technical impossibility or excessively costly circumstances. For repairs performed during the product warranty period, replacement parts will be billed; warranty coverage and, if applicable, reimbursement for replacement parts, will only take effect after the suppliers have analyzed the parts in question and provided written agreement to cover the costs.

4. Prices
Unless expressly stated otherwise, all prices are exclusive of taxes and are ex-manufacturer’s factory. The applicable price is the one in effect at the time the Buyer places the order. Prices are quoted in euros.

5. Terms of Payment
Full payment for the Products must be made at the Manufacturer’s headquarters upon delivery of the Products. Cash payment of the price does not entitle the Buyer to any discount. In the event that the Buyer is granted a payment term, such term shall comply with the provisions of the Commercial Code and must be met no later than the 45th day following the last day of the month in which the invoice was issued. Failure to pay a single installment by the due date shall result in the immediate payment of all amounts owed by the Buyer to the Seller, who may also suspend, without notice, the fulfillment of any of the Buyer’s orders that have not yet been fulfilled. In the case of successive orders, the Manufacturer reserves the right to suspend the fulfillment of current orders in the event of non-payment within the agreed timeframe of one or more previous orders. Any delay in payment shall result in the Buyer being required to pay a fixed compensation of €40, as well as interest at a rate equal to the ECB’s latest reference rate plus 10 percentage points. Late payment penalties are due without the need for a reminder. In the event that, due to the Buyer’s default, the Manufacturer is compelled to engage a collection agency or initiate any legal proceedings, the Buyer shall be liable to pay a lump-sum indemnity equal to the total amount of the collection or legal costs incurred. The Buyer may not delay any payments due or set off any amounts without the Manufacturer’s express consent, even in the event of a dispute with the Manufacturer.

6. Delivery Time

Unless otherwise agreed in writing in a manner constituting a firm commitment on the part of the Manufacturer, the delivery time is provided for informational purposes only. This period does not begin until the date the order confirmation is sent. No delay in delivery shall give rise to compensation or penalties. However, any delay in delivery exceeding 80 business days (excluding the annual August shutdown and public holidays) from the scheduled delivery date shall entitle the Buyer to request cancellation of the current order after a formal notice has remained unanswered for one month. The Manufacturer shall in no event be held liable for any delivery delay resulting from a delay or failure on the part of any of its suppliers or from any event of force majeure, such as a fire, strike, regulatory transition period requiring requests for ministerial exemptions (involving vehicles in the fleet), administrative delays at DREAL, UTC-OTC, APAVE, or an error in the delivery of the chassis by the supplier resulting in product modifications, etc.

7. Transportation – Shipping
Unless expressly stated otherwise, transportation is at the Buyer’s expense and risk. At the Buyer’s request, the Manufacturer may arrange for transportation. This service provided by the Manufacturer will be subject to a prior estimate, which must be expressly accepted by the Buyer. In any event, transport shall be carried out at the Buyer’s own risk, and in the event of damage, loss, or delay, it is the Buyer’s responsibility to pursue any claims against the carrier. Securing the cargo is also the responsibility of the Buyer and/or the carrier. The Manufacturer shall not be held liable for any defects discovered after transport. Similarly, any delivery shall be made at the risk of the Buyer and/or the carrier.

8. Pickup – Delivery
When the ordered Product is ready, the Manufacturer will notify the Buyer. The Buyer will then have 15 days to pick up the Product. Since the transfer of risk occurs upon delivery of the Product, pickup is therefore at the Buyer’s own risk. If the Buyer fails to pick up the Product by the end of the aforementioned period, the Manufacturer will invoice the Buyer for the Product. The transfer of risk will then be deemed to have taken place at the end of the aforementioned pickup period. Storage fees may also be charged by the Manufacturer.

9. Acceptance – Claims
9.1. Acceptance.

Any objections or reservations must, where applicable, be raised prior to the removal of the Product. Failure to raise any objections or reservations at this stage shall constitute acceptance of the goods and shall preclude any subsequent claims, as the delivery shall be deemed to have been accepted as satisfactory by the customer. In the event that transportation is arranged by the Manufacturer on behalf of the Buyer, receipt of the Products shall take place at the unloading site; any reservations must be made at this stage, shall be noted on the carrier’s delivery slip, and shall be confirmed in writing (email, mail, registered mail with return receipt, etc.) within a maximum of 48 hours after receipt of the goods, as evidenced by the signature on the transport receipt. Any reservations regarding the non-conformity of the Product must be assessed in light of the specifics of the order and the technical document provided with the quote.

9.2. Claims.

In the event of a claim regarding the Products, the Buyer must notify the Manufacturer as soon as possible and have the Manufacturer verify the validity of the claim. No claim will be accepted for an incident that occurred more than one month ago. No claim will be accepted if the defective part has been disassembled without the presence of one of the Manufacturer’s technicians or any person authorized by the Manufacturer. In order to investigate the claim, the Product will be returned to the Manufacturer’s facilities at the Buyer’s expense and under the Buyer’s supervision. No compensation may be claimed for any damages incurred as a result of the product being out of service. Under no circumstances will the Manufacturer undertake to provide a replacement vehicle or cover the cost of a rental vehicle. Once the product has been diagnosed, the Manufacturer will provide the Buyer with a repair estimate. Once the estimate has been accepted in writing, the Manufacturer will order the necessary parts and perform the required repairs.

10. Retention of Title Clause
The Manufacturer retains full ownership of the Products sold and/or delivered until the Price has been paid in full. As of the date of delivery or upon the expiration of the pickup period specified in Article [Pickup], the Buyer shall assume all risks that the Products may incur or cause. Consequently, the insurance policies that the Buyer must take out at its own expense must include coverage for these risks and expressly mention the Manufacturer’s status as owner. In the event of the Buyer’s failure to comply with the payment terms described above or any breach of this clause, the Manufacturer, without prejudice to its rights, may demand, by certified mail with return receipt requested, the immediate return of the Products at the Buyer’s expense and terminate the relevant sale. In the event of early termination, no refund of amounts paid by the Buyer shall be made. In the event of receivership, reorganization, or judicial liquidation proceedings against the Buyer, the Manufacturer may claim ownership of the goods delivered and remaining unpaid (even partially). As the Products remain the property of the Manufacturer until full payment of their price, the Buyer is prohibited from reselling or processing them prior to such full payment.

11. Non-Disclosure Clause
The Buyer agrees not to disclose to any third party any technical, administrative, or commercial documents relating to the Manufacturer and/or its Products that the Buyer may become aware of or to which the Buyer may have access in connection with the fulfillment of its order. Under no circumstances may this information be disclosed to anyone other than the designated recipient.

12. Warranty
Unless expressly stated otherwise, the warranty provided by the Manufacturer applies only to defects that become apparent within a period of 1 year from the following dates: for vehicles body-built by the Manufacturer: the date of the Initial Certificate of Conformity; for demonstration vehicles: the date of vehicle pickup; for body shops: the date of vehicle pickup; and for kits: the date of the Bill of Lading. Under no circumstances shall the warranty cover defects or malfunctions resulting from misuse or improper handling of the Products. The cost of returning and reshipping a Product under warranty shall be borne by the customer.

13. Liability
The Manufacturer makes no warranty of conformity other than that of the Products specified in the order and in accordance with the specifications for use and conformity set forth in any technical documentation. The Manufacturer shall not be held liable for minor defects that do not affect the use of the Product for industrial purposes. In particular, the Manufacturer does not guarantee against paint defects or any visual or graphic presentation, unless expressly agreed otherwise. The Manufacturer shall not be liable for any penalties for any reason whatsoever, unless expressly agreed otherwise. It is expressly agreed that only direct, personal, and certain damages are compensable, up to the amount of the Products in question listed on the order. Any indirect damages, such as, in particular, operational losses, loss of cargo, loss of profits, or any commercial loss, as well as, more generally, any lost profits, are excluded and shall not be subject to any compensation.

14. Disputes and Governing Law
These General Terms and Conditions of Sale are governed by French law. In the event of a dispute concerning the application, validity, interpretation, performance, or termination of these Terms and Conditions, the parties agree to seek an amicable resolution. Failing that, the Commercial Court of Saint-Etienne shall have exclusive jurisdiction, notwithstanding any third-party claims or multiple defendants.

15. Data Protection
The information contained in various documents (quotations, work plans, orders, delivery notes, invoices, etc.) is used solely by the Manufacturer and is not disclosed to any third parties. This personal information is collected in accordance with applicable regulations, and individuals have the right to object, on legitimate grounds, to the computerized processing of their data. To do so, a letter specifying the request may be sent to the following address: Z.I. de Champdieu – BP121, 440 route de Montbrison, 42603 Montbrison Cedex