TERMS AND CONDITIONS OF SALE

GENERAL

Any order submitted by the customer confirms the unconditional acceptance of these Terms and Conditions of Sale. Any derogation from these terms and conditions must be expressly agreed to in writing by the

vendor.

The prices and information given in the catalogues, brochures and pricelists shall not be binding on the vendor, who reserves the right to modify the design, shape, dimensions or materials of its equipment, machines

and products.

The vendor shall not be bound by any undertakings which might be given by its representatives or employees, unless these are confirmed in writing by him.

The sales contract shall not be effective until the vendor has expressly accepted the customer’s order. The client may not cancel or make any alteration to his order without the vendor’s written agreement.

Prices and delivery times for any additional equipment, machines or products shall come under a specific agreement drawn up between the vendor and the customer. The terms and conditions agreed for such

additional orders shall not in any way affect those agreed for the main order.

That the vendor does not exercise one or more of the provisions set out in these General Terms and Conditions shall not be interpreted as a waiver of its right to exercise any of these provisions at a later date.

DESIGN STUDIES AND PROJECTS

The vendor retains full ownership of all design studies, drawings, technical specifications and any kind of other document provided or sent by the vendor and these must be returned forthwith upon request. The

vendor retains all intellectual property rights relating to its design studies, projects, drawings, specifications and documents and these may not be communicated to any third party or executed without prior written

authorisation.

MATERIAL – PRODUCTS

The client shall have sole responsibility for setting out his needs and for ensuring that the material and/or products ordered match these needs. The vendor shall not incur any liability in this regard.

The material and/or products delivered shall be precisely and solely those set out in the vendor’s offer. Any weights that might be given in the offer are included for information purposes only and may not under any

circumstances form the basis for any claim or compensation or price reduction when the material is sold as part of a package. Prices for material sold on the basis of weight or length are based on the actual weight

or length.

With regard to the delivery of films, the customer agrees to a tolerance of +/- 20 % between the quantities ordered and those delivered. Billing shall be based on the quantities delivered.

Specific conditions for packaging and, if applicable, commissioning, shall be set out in the vendor’s offer

DELIVERY AND PRICES

Unless otherwise agreed by the parties, the vendor shall deliver to the address set out in the offer. Unless otherwise stipulated, the prices shall not include shipping costs.

Delivery times are given for information purposes only and without guarantee. Any delays thereto shall not entitle the customer to cancel the order or claim compensation.

The vendor is released in full from any obligations relating to delivery times:

1) Should the customer fail to comply with the terms of payment,

2) Should any information the customer is required to provide fail to arrive in due time,

3) In the case of force majeure or circumstances such as: lock-out, strike, epidemic, war, requisition, fire, flooding, machine accidents, the rejection of major parts required for production, interruption or delay in

transport or any other events leading to short-time working affecting the vendor or his suppliers. The vendor will keep the customer informed in good time of the occurrence of any of the above-mentioned events.

AERA is confirming INCOTERMS on the confirmation orders and invoices. The responsibility of the buyer and the vendor are defined according the INCOTERMS definition.

PAYMENT TERMS

Unless otherwise stipulated by the parties, payment for the machines is scheduled as follows: 1/3 when the order is placed, 1/3 upon delivery to the customer and 1/3 upon commissioning of the machine, within 30

days of delivery.

Unless otherwise agreed, invoices for consumables are payable at 45 days end of the month, net and without discount.

Repair and maintenance work and any additional products delivered during assembly, will be billed on a monthly basis and shall be paid in cash, net and without discount.

Should any invoices remain unpaid at the due date, the vendor shall, immediately and without notice, be entitled to apply late payment penalties at a rate of 1.25% per month until payment is received. The vendor is

also entitled to charge a fixed amount of €40 for recovery costs.

In the case of late payment, the vendor shall be entitled to immediately suspend any outstanding orders placed by the customer and to require payment for any outstanding invoices.

Should the customer sell, pledge, contribute its business or sell its material or equipment, the vendor shall be entitled to demand immediate payment of any outstanding customer debts.

The invoices shall remain payable even if disputed by the customer.

The amount of VAT payable shall be reduced in proportion to any discount which might be made.

RECEPTION

Irrespective of the method of delivery, all materials and/or products are always shipped at the customer’s risk. It is the customer’s responsibility to check the quantities and condition of the material and/or products at

delivery. Should any damage or loss be observed following shipment, it is the customer’s responsibility to note in full his reservations on the waybill and to confirm these reservations to the shipping company within

3 days of delivery, in compliance with article L. 133-3 of the French Commercial Code. A copy of the notification addressed to the shipping company must be faxed immediately to the vendor.

Any apparent nonconformities or defects unrelated to transport must be reported to the vendor by the customer through a registered letter with acknowledgement of receipt, within 3 days of delivery, on pain of being

time-barred. It is understood that a visual inspection of the material or product involves the customer removing the machine from its packaging. In the event of a nonconformity, the vendor may opt either to replace,

reimburse, or repair the material or product in question. No compensation will be paid by the vendor under any circumstances.

WARRANTIES

The parties specifically exclude application of the statutory warranty against hidden defects

Warranty applicable to machines and instruments:

The warranty against all defects of manufacturing, assembly (when performed by the vendor) and operation and against defects in material is limited to a maximum of 12 months as from the date of delivery or the

completion of assembly.

If the material or equipment is used day and night, the warranty period is automatically reduced by 50%.

Any industrial warranties agreed to between the parties will come to an end within 15 months of delivery of the material to the vendor’s manufacturing facilities or retail outlets.

Any defects observed at delivery must be immediately reported to the vendor through a registered letter with acknowledgement of receipt.

It is the customer’s responsibility to provide proof of the reported defect and he should offer the vendor every opportunity to inspect the defect and to take appropriate action. The customer will not intervene himself

or call in a third party to do so.

Vendor warranties are strictly limited to the material or equipment supplied and only apply to the repair or replacement, at vendor’s expense, in his workshops, of any part recognised as defective by the vendor. The

warranty does not apply to any repair or replacement arising from normal wear and tear of machines or equipment or wear and tear due to the corrosive action of acids, or damage or accidents arising from negligence,

lack of supervision, failure to undertake maintenance work or the misuse of the equipment or machines.

No warranty will be granted by the vendor for contract work or repair work on used machines. The warranty shall not be extended as a result of any repairs, alterations or part replacements during the warranty period.

Warranty applicable to films:

Films supplied by the vendor have a 6-month warranty against all apparent and latent defects, valid from the date of the delivery. The warranty is conditional upon films being stored in their original packaging, in a

place protected against direct sunlight, humidity and large variations in temperature.

Any defects must be immediately reported to the vendor through a registered letter with acknowledgement of receipt.

It is the customer’s responsibility to provide proof of the reported defect and he should offer the vendor (or a third party appointed by the vendor) every opportunity to inspect the defect.

The vendor warranty applies solely to the replacement of or reimbursement for the films recognised as defective by the vendor. The customer is under no circumstances entitled to demand any compensation.

ASSEMBLY

Unless otherwise stipulated, equipment and material assembly in the customer’s facility is at the customer’s expense. The vendor may, upon the customer’s request, perform the assembly in accordance with currently

applicable prices and terms.

APPLICABLE LAW– SETTLEMENBT OF DISPUTES

Contractual relationships between the parties are governed by French law, excluding reference to the UN Convention on Contracts for the International Sale of Goods. Any dispute arising between the parties shall

come under the exclusive jurisdiction of the courts of Saverne (67 France), even in the event of emergency proceedings, third-party appeals or multiple respondents.

RETENTION OF TITLE

The vendor retains title of the material and/or products until settlement has been made in full. For the purposes of this article, settlement shall mean the collection and payment of the sums due, notwithstanding

the presentation of a means of payment implying an obligation to pay. Should the customer fail to make full payment, he shall, at his own risk, return the products for which payment has not been received, formal

notice for which shall be considered to be a letter sent by post. The sale will be cancelled as of right immediately notice to return the material or products is given. The repossession of the material or products does

not preclude any other legal proceedings that the vendor may undertake.

These Terms and Conditions of Sale are a translation of the original French version, and in the event of any inconsistency or discrepancy between the versions, the French-language version shall prevail.