General Terms and Conditions (GTC) and GHM contract
Metropolitan France - Version March 2023

Article 1: General

1. These general terms and conditions apply to all offers made by GHM, hereinafter referred to as: GHM, and to all agreements entered into by GHM with the other party concerning the sale or provision of goods in any other capacity. Deviating stipulations are only binding on GHM after written approval by GHM and only for the agreement to which the approval relates.
2. GHM employees or auxiliaries may only agree to provisions deviating from these general terms and conditions by means of a written power of attorney, to be granted separately for each agreement.
3. Reference by the other party to its own conditions is not accepted by GHM, unless agreed in writing for each individual case.
4. In the event of any contradiction between the Dutch, French and English texts, or in the event of any explanation of the content and scope of these general terms and conditions, the French text shall always prevail.

Article 2: Quotations, formation and modification of the agreement

1. GHM's offers are always non-binding, even if they contain a deadline for acceptance; this deadline is never intended to bind GHM for the period stipulated. If a GHM offer is accepted, GHM has the right to revoke the offer within two working days of receipt of the acceptance.
2. Images, drawings, technical specifications and other data, whether or not they appear in prospectuses, catalogs, circulars, advertisements or price lists, supplied by GHM to the other party before, during or after the offer or order confirmation, have the character of an approximate designation. Data derived therefrom are only binding if expressly agreed in writing.
3. If quotations or order confirmations are based on data, drawings, etc. supplied by the other party, GHM may assume that these data are correct.
4. Changes to the agreement - including changes to the agreed price (resulting from this) - can only be made in writing.
5. All rights to quotations, order confirmations, calculations, models, designs (technical and other), descriptions, drawings (technical and other), sketches, diagrams and the like, whether or not included in these documents, produced by or via GHM in a non-electronic manner, data or collections of data are owned by GHM or the designer.
6. Documents or data/collections drawn up or published by or via GHM, as referred to in paragraph 5 of this article, remain the inalienable property of GHM or the designer and may not be made available to third parties for consultation in any form whatsoever, nor made available or disclosed in any other way, whether free of charge or not, and whether used or not, without the prior written consent of GHM or the designer.
7. The documents or data (collections) referred to in paragraph 5 of this article must be returned complete and intact at the first request of the GHM; in the absence of agreement, they must be returned immediately.
8. If the other party acts contrary to the provisions of paragraphs 6 or 7 of this article, it shall pay to GHM, without the need for any formal notice, a penalty immediately due and payable, not subject to reduction or compensation by the other party, for each breach. of 15% of the sale price with a minimum of € 1.000,=, without prejudice to GHM's right to claim additional compensation in addition to the aforementioned penalty.

Article 3: Prices and billing

1. All prices are exclusive of VAT, transport, insurance and packaging costs, unless otherwise agreed in writing.
2. The risk of incorrect declaration of the other party's VAT number lies with the latter, whether or not the declaration is made by the other party.
3. The prices, costs or charges indicated by GHM, hereinafter referred to as "prices", are based on the prices applicable at the time of declaration, exchange rates for foreign currencies, import duties and equivalent levies, insurance premiums, wages, freight, taxes and other such factors. Should one or more of the above factors change after the agreement has been concluded, GHM shall be entitled to modify the agreed price accordingly. GHM reserves the right to invoice in the meantime.

Article 4: Payment

1. The other party shall provide a guarantee for the full and timely payment of its payment and other obligations at the first request of GHM and to the satisfaction of GHM.
2. The other party is obliged to pay the invoiced amount into GHM's bank account within 30 days of the invoice date.
3. Obligations to pay an amount by or to GHM can only be legally fulfilled by payment of an amount in euros, converted at the exchange rate of the date on which payment is made.
4. In the event of a change in the agreement, for whatever reason, payment will be made on the basis of the extra work and the lesser work, including related design and drawing work. Extra work is calculated on the basis of the price-determining factors applicable at the time the extra work is carried out. The costs of additional or extra work which must necessarily be carried out in order to comply with modified general safety regulations or the regulations of energy supply companies will be invoiced to the other party.
5. Negligence on the part of the other party with regard to the purchase of goods or failure to give GHM the opportunity to perform the agreed work shall not affect the payment obligation of the other party.
6. If the other party has not fulfilled its obligations by the due date, it will be immediately in default without the need for formal notice. In such event, all obligations of the other party to GHM under all agreements between the other party and GHM shall become immediately due and payable and the other party shall be liable for all damages suffered or to be suffered by GHM.
7. In the absence of timely payment, the other party shall owe interest equal to the commercial interest in accordance with the provisions of article 6:119a of the Dutch Civil Code. 6:119a of the Dutch Civil Code.
8. Collection costs, both judicial and extra-judicial, shall be borne by the opposing party. These costs - including judicial costs - include all costs actually incurred by GHM, even to the extent that they exceed an order to pay costs.

Article 5. Delivery time

1. Agreed delivery dates are never considered as deadlines. GHM must therefore be given written notice of default in the event of late delivery.
2. The agreed delivery period begins on the latest of the following dates:
   a. the day the agreement is signed ;
   b. the day of receipt by GHM of the data, elements, etc., to be supplied by or on behalf of the other party and for the execution of the delivery;
   c. the day of receipt by GHM of the authorizations, exemptions and similar decisions obtained by the other party, necessary for the execution of the delivery;
   d. the day of receipt by GHM of the agreed (partial) payment, which must be paid on conclusion of the agreement;
3. When part of an order is ready, GHM may, at its discretion, deliver that part or not deliver it until the entire order is ready, without prejudice to the other provisions of this article.
4. If additional work is ordered after conclusion of the contract, the delivery period is extended accordingly, unless otherwise agreed in writing.
5. If the other party remains in default of taking delivery or giving GHM the opportunity to perform its work, GHM may, at its option, either store the goods to be delivered (or have them stored) at the expense and risk of the other party, so that the goods in question are deemed to have been delivered and any work agreed upon is deemed to have been performed and delivered, or declare the agreement or that part of it which has not yet been performed dissolved, without judicial intervention and without the need for formal notice, all without prejudice to GHM's right to compensation.

Article 6: Delivery, transfer of risk and transport

1. If the equipment necessary for the execution of the agreement is not available due to circumstances beyond the GHM's control, the GHM has the right to use replacement equipment which it deems suitable for the intended purpose.
2. After conclusion of the agreement, GHM has the right, without consulting the other party, to make minor changes to the drawings, measurements, weights and specifications which, in its justified opinion, improve the quality of the goods to be delivered, and the agreement is thereby modified.
3. The risk of the goods ordered shall be borne by the other party from the time of delivery. Goods are delivered ex works.

Article 7: Reservation of title and right of retention

1. As long as the other party has not paid the full amount of the claim together with any additional costs and any claim for compensation on the part of GHM due to a breach attributable to the other party, or has not provided sufficient security in this respect, GHM shall retain ownership of the goods within the scope of Eclatec's claim.
2. GHM also retains ownership of the goods for what the other party owes or owes to GHM on the basis of prior or subsequent agreements under which GHM has delivered or will deliver goods and/or has performed activities in addition to delivery.
3. Ownership shall pass to the other party as soon as it has fulfilled all its obligations under paragraphs 1 and 2 of this Article.
4. For the application of the provisions of the first paragraphs of this article, unless otherwise agreed, any payment which could be attributed to two or more obligations of the other party to GHM shall be attributed first to the obligation or obligations of GHM to be designated, for which the reservation of title referred to in paragraphs 1 and 2 of this article does not apply. Payment statements, reminders, etc. provided by or on behalf of GHM to the other party shall not be considered as an instruction as referred to in the preceding sentence, unless GHM decides otherwise in writing.
5. As long as ownership of the goods delivered by GHM has not yet been transferred to the other party, the latter is obliged to properly insure and keep insured the goods which are the property of GHM against fire and theft. The other party is obliged to provide GHM with the policy and proof of payment of the insurance premium for inspection upon request.
6. The other party is obliged to notify GHM immediately by telephone of any claims by third parties to goods subject to retention of title, as well as any attempts by third parties to seize or attach goods subject to retention of title. The other party is also obliged to confirm the aforementioned notification to GHM immediately in writing.
7. The other party is not entitled to claim storage costs for goods delivered to him by GHM.

Article 8: Resale, membership and formalization

1. As long as the delivered goods have not been paid for in full, the other party is not authorized to resell, deliver or pledge the goods or to encumber them in any other way or for any reason whatsoever, whether free of charge or not and whether in use or not, to transfer them or to place them at the disposal of another person, unless otherwise agreed in writing.
2. The other party is also not entitled to use or process the delivered goods in such a way that they lose their independence as long as they remain the property of GHM.
3. If the other party forms a new good from all or part of the goods delivered, this is a good that GHM has formed for itself and that the other party will retain for GHM, while GHM will remain the owner of this new good until the other party has fulfilled all its obligations in respect of the GHM.
4. The other party who acts in violation of the provisions of this article shall forfeit a penalty immediately due and payable, not subject to discount or set-off by the other party, amounting to twice the agreed price for each act falling under one of the prohibitions, without prejudice to the right of the GHM to claim additional compensation in addition to the aforementioned penalty and without prejudice to the other rights of the GHM.

Article 9: Warranty

1. GHM guarantees the quality of the goods delivered by it and the materials used for them for a period of 12 months, provided that the goods are used in a normal and prudent manner and in accordance with the supplier's instructions and that the materials used for them, and for the use for which they are intended, are manufactured. In any case, GHM never guarantees more than the warranties provided by its own suppliers. GHM gives no other warranty.
2. The warranty excludes defects in materials or parts of the delivered goods, the use of which has been prescribed by or on behalf of the other party or which have been made available to GHM by or on behalf of the other party. Also excluded are defects in the goods delivered which have arisen as a result of the use of the aforementioned materials or parts. In this respect, unsuitability for the purpose for which the prescribed materials or parts are intended shall be deemed a defect. GHM is not liable, on the basis of its warranty obligation, if a good does not function properly due to a defect in a design prescribed by or on behalf of the other party,
3. GHM's warranty obligation shall lapse if: - the other party itself makes modifications, repairs and/or replacements to the delivered goods or has them carried out by third parties not appointed by GHM, unless otherwise agreed in writing; - the other party uses the delivered goods for other than normal purposes; - the other party uses, treats or maintains the delivered goods in an unfair, negligent or incorrect manner or does not properly follow maintenance schedules; - the defects have arisen as a result of negligence, accident or normal wear and tear, or must be attributed to circumstances of a special nature which GHM, even with careful preparation and execution of the work, could not reasonably have foreseen at the time of acceptance or execution; - the defects arise from faults or have been caused by goods which have been combined by the other party and/or third parties with the goods delivered by GHM; - the other party overloads or exposes the delivered goods to extreme conditions; - the other party does not fulfil any obligation of any kind whatsoever to GHM arising from the agreement.
4. The costs of searching for and repairing defects which are not covered by GHM's warranty on the basis of this article will be invoiced to the other party at the rates in force at the time.
5. The rights which the other party derives from this article are not transferable.

Article 10: Liability

1. Except in cases of intent or gross negligence and subject to the provisions of Art. 9, GHM is only obliged to compensate for damage caused during the warranty period and reported to GHM in writing if and to the extent that its liability insurer makes a payment in this respect.
2. In addition to the provisions of paragraph 1 of this article, the following provisions shall apply: * GHM shall in no event be liable if the other party fails to perform any obligation under any agreement entered into with GHM towards GHM, or fails to do so on time or in full; * GHM shall never be obliged to pay compensation for commercial losses and/or consequential damages suffered by the other party or third parties, however caused; * the other party is obliged to indemnify and compensate GHM in respect of any claims for damages which third parties may bring against GHM, if the third party's damage is caused by the infringement of patents and/or copyrights, by the use of drawings, data, materials or parts, or by the use of methods,
3. In all cases where GHM is entitled to invoke the foregoing provisions, GHM's employees and auxiliaries may also invoke them, as if the provision had been stipulated by the employees and auxiliaries concerned.

Article 11: Inspection/complaints

1. Immediately after delivery, the other party must count, measure and check the goods for visible and easily detectable defects before storage or use. Once put into use, the goods are deemed to conform to the contract, unless they have an invisible defect that is difficult to detect.
2. Complaints concerning numbers, measurements, weights, visible and easily detectable defects must be reported in writing to GHM immediately, insofar as the nature of the goods so requires and, in other cases, within 5 days of delivery of the goods. submitted. 3. Other complaints, whether relating to deliveries made or not made by GHM or to GHM invoices, must be submitted in writing to GHM as soon as reasonably possible, but in any event after thirty days following delivery. The complaint must be submitted in writing, also to enable GHM to investigate the merits and cause of the complaint(s).
4. No complaint will be accepted concerning goods delivered which meet the quality requirements, but which prove to be unsuitable for the use intended by the other party, which has not been brought to the attention of the GHM in writing.
5. Goods must be returned in accordance with GHM's returns procedure.

Article 12: Non-attributable shortcomings (force majeure)

1. If the GHM is temporarily prevented from fulfilling its obligations after conclusion of the agreement due to circumstances beyond the GHM's fault and risk, the GHM is entitled to suspend performance of the agreement for the duration of the impediment. Any payment guarantee provided by or on behalf of the other party shall be extended accordingly.
2. If the GHM is permanently prevented from fulfilling its obligations due to the circumstances referred to in paragraph 1, either party is entitled to terminate the agreement in whole or in part.
3. The circumstances referred to above include in any event, but not exclusively, war, war risks, riots, acts of war, fire, water damage, floods, strikes, occupation, exclusion, import and export restrictions, government measures, machine breakdowns, disruptions in the supply of energy, company bankruptcies and the event that GHM is unable to deliver by its suppliers - for whatever reason.

Article 13: Dissolution

1. Without prejudice to the provisions of art. 4, the contract shall be terminated ipso jure, without judicial intervention and without any notice of default being required, at the time when the other party, which has not or not fully fulfilled its obligations under the contract, is declared bankrupt, provisionally insolvent, demands payment or loses the power to dispose of its assets or part thereof by reason of seizure, sequestration or otherwise.
2. As a result of the dissolution, existing mutual claims become immediately due and payable. The other party is liable for all damages suffered and to be suffered by GHM.
3. If the other party does not fulfil, does not fulfil on time or does not fulfil correctly its obligations arising for it from any agreement concluded with the GHM and referred to in these general terms and conditions, as well as in the event of suspension of payments, cessation or liquidation of the assets of the other party or the death of the latter, the GHM has the right to dissolve the agreement, the GHM has the right to terminate the agreement in whole or in part (and to claim what has been delivered by the GHM, insofar as it has not yet been paid for) - without judicial intervention and without the need for formal notice - and/or payment of the performed part of the agreement and/or to demand advance payment for subsequent delivery. In such cases, existing mutual claims become immediately due and payable.

Article 14: Transfer of rights and obligations, settlement and suspension

1. Where this article refers to a group company, it means a group company within the meaning of article 2:24b of the Dutch Civil Code.
2. GHM is entitled at any time to transfer its legal relationship with the other party to a group company affiliated with GHM, to which the other party now gives its consent to GHM.
3. GHM always has the right to set off claims against the other party, for whatever reason and irrespective of whether or not they are due and payable, against claims, for whatever reason and irrespective of whether or not they are due and payable, which the other party holds against GHM or a GHM-affiliated group company. The other party is discharged in respect of GHM or GHM or the group company concerned is discharged in respect of the other party.
4. GHM always has the right to pay the amounts it owes to the other party for any reason whatsoever and regardless of whether they are due or not, to settle its debt with the other party, instead of settling it with the latter, by virtue of an agreement entered into with GHM,
by this payment, the Group company's claim on the other party is extinguished up to the amount of the joint claim.
5. GHM always has the right to suspend performance of any of its obligations to the other party if it or a company in the group linked to it has a claim, for whatever reason and irrespective of whether it is due or not, on the other party or on a company in the group linked to the other party.
6. The other party is prohibited from assigning, pledging or otherwise, for any reason whatsoever, whether free of charge or not, its claims against GHM or a GHM-affiliated group company. To transfer or make available to third parties, without the prior written consent of GHM.

Article 15: Confidentiality

1. Both before and during the term of the agreement, as well as after its termination for any reason whatsoever, the parties undertake not to communicate, in any way whatsoever, to third parties any information concerning the business affairs of the other party in the broadest sense of the term, including data concerning regulations, models, drawings, schedules, designs, data (collections), etc., as well as data concerning the company and customers or the existence, nature and content of the (draft) contract, without the prior written consent of the party whose data is involved. as well as data concerning the company and customers or the existence, nature and content of the (draft) contract, without the prior written consent of the party whose data is involved.
2. If the other party acts contrary to its obligations under the provisions of paragraph 1 of this article, it shall pay to GHM, without the need for any formal notice, a payment immediately due and payable for each breach, without possibility of discount or settlement by the other party, a penalty of €100,000.00, without prejudice to GHM's right to claim additional compensation in addition to the aforementioned penalty and without prejudice to GHM's other rights.

Article 16: Disputes

1. All agreements concluded with GHM and all other agreements concluded for their implementation are governed exclusively by Dutch law.
2. All disputes arising from the aforementioned agreements shall be settled exclusively by the competent court of the district of Rotterdam, without prejudice to the jurisdiction of any other court in respect of provisional, conservatory or enforcement measures, unless otherwise provided by law.