General terms and conditions of sale between professionals

1. Purpose

The purpose of these GTC is to define the conditions under which Oric provides products and/or services to the client. In accordance with Article L441-1.III of the French Commercial Code, "the established GTC constitute the sole basis for commercial negotiation." The purpose of these GTC is to govern all contractual relations between Oric and its professional clients, excluding internet sales. The client acknowledges having read these GTC and accepting them without reservation. These GTC replace and cancel all prior statements, negotiations, commitments of any kind, oral or written communications, acceptances, and prior agreements between Oric and the client. No general or specific conditions of the client may be incorporated into these terms.

2. Amendments

These GTC may be subject to subsequent modifications, notably to take into account legislative and regulatory developments; the applicable version shall be the one in force on the date of acceptance of the order.

3. Information on Products and Services

The client acknowledges having taken note of all information regarding the products and/or services they wish to purchase, notably their nature, characteristics, brand, purpose, methods of use, quantity, weight, price, terms and delivery times, and having requested or obtained the necessary and/or additional information to place their order with full knowledge of the facts.

4. Offers

Offers availability is limited and shall not be binding upon Oric and the client. Offers must be considered, in any case, subordinated to the effective availability of the products (excluding from such availability the products already sold). Oric will endeavor as far as possible to avoid stock shortages. But in any case, Oric cannot be held liable for any damage resulting from a stock shortage.

5. Orders

Validity. To be valid, the order must be confirmed by Oric on Oric’s form of order confirmation :

• For products : quantity, brand, references, price and any discounts, applicable penalties in the event of late payment, delivery terms for the products, and the indicative date or lead times.
• For services : a precise description of the technical specifications, plans, quantity, applicable penalties in the event of late payment, delivery terms, and the indicative date or lead times.

Customization services may be subject to specific volumes and delivery times, which will be communicated to the client when ordering. No returns will be accepted for customized services, in accordance with the legal provisions in force.

6. Process

The client proceeds with the purchase of products and/or services by affixing their signature to a purchase order and the attached GTC. Orders shall be transmitted either :

• By email : commercial@stelloric.com
• To field sales representatives.

The GTC and the purchase orders form an indivisible whole. Oric reserves the right to refuse and/or suspend any request from a client with whom it is in a dispute, on any grounds whatsoever, notably the non-payment of a previous order. The conditions of the order are reserved to the client and cannot be transferred to a third part without Oric’s agreement.

International Orders and Imports. The client undertakes to comply with all laws and regulations in force in the country of delivery of the products and/or services. In this regard, it is their responsibility to ensure that the import of the products and/or services ordered is authorized in the country specified for delivery. Oric disclaims any liability for any damage, loss, or liability suffered as a result.

7. Modification and Cancellation of the order

Any order that has become final in accordance with these Terms and Conditions of Sale is irrevocably binding on the customer. Consequently, any request for modification and or cancellation, whether in full or in part, made by the customer after Oric has accepted the order, shall only take effect with the seller’s express written consent and then only after the arrangement of terms which will compensate Seller fully for any - and all losses. Should such a request be accepted, the customer shall be liable, by way of a penalty clause, to pay compensation intended to provide lump-sum compensation for the loss suffered by Oric, in accordance with the following terms:

• 20 % of the pre-tax amount of the modified or cancelled part of the order, where the cancellation occurs before any work on fulfilment or procurement has commenced;
• 50 % of the pre-tax amount of the modified or cancelled part of the order, where Oric has commenced procurement, manufacturing, preparation or any other service necessary for the fulfilment of the order;
• 100 % of the pre-tax amount of the modified or cancelled part of the order, where the products and/or services have been manufactured, customized, dispatched, made available to the customer, or are complete or nearing completion and cannot reasonably be reallocated.

These sums shall become payable automatically upon notification by Oric of its acceptance of the cancellation, without prejudice to Oric’s right to retain any deposit already paid, which shall be set off against the amount of compensation due. The parties acknowledge that the above amounts have been freely negotiated, that they constitute a reasonable and anticipated assessment of the loss likely to be suffered by Oric in the event of cancellation of the order, and that they are not manifestly excessive. The provisions of this article do not preclude the court’s power to reduce or increase the penalty under the conditions set out in Article 1231-5 of the Civil Code.

8. Reimbursement of irreversible costs

Irrespective of the application, where applicable, of the clause relating to order cancellation, the customer remains obliged to reimburse Oric for all costs, costs and expenses incurred by Oric for the purposes of fulfilling the order prior to receipt of the cancellation request, provided that such expenses cannot reasonably be avoided, recovered or reallocated to other orders. This includes, but is not limited to :

• Technical studies, engineering, design or development services carried out specifically for the order;
• Prototypes, tooling, molds, jigs or specialist equipment manufactured or ordered;
• Raw materials, components, supplies or products purchased specifically for orders, and which cannot be reused under normal economic conditions;
• Subcontracting costs are incurred with third parties;
• Non-recoverable costs of transport, storage, handling, specialized packaging or insurance;
• More generally, any expenditure directly attributable to the cancelled order and which remains definitively at the seller’s expense.

The corresponding sums shall be payable upon presentation of the relevant invoice and shall not constitute a penalty clause or damages but shall represent reimbursement of expenses actually incurred for the exclusive purposes of the cancelled order.

9. Delivery

Terms. Delivery is carried out either by the direct handover of the products and/or services, by a simple notice of availability, or by delivery to the client's premises.

Packaging. Products are packaged in accordance with current transport standards in order to guarantee maximum protection during delivery.

Lead Times. Deliveries are made based on availability Oric is authorized to proceed with global or partial deliveries. Lead times are purely indicative. Any delivery delays do not entitle the client to request the cancellation of the order, to refuse the products and/or services, or to claim damages or penalties.

Address. Products and/or services are delivered to the address indicated by the client when ordering. It is the client's responsibility to verify the accuracy of the information entered before validating the order. In the event of an error in the wording of the contact details, Oric cannot be held responsible for the impossibility of said delivery.

10. Transport. Transfer of Risk

Transport. Oric shall determine the means of transport appropriate for the delivery.

Transfer of Risk. Unless otherwise expressly provided in the purchase order by reference to an Incoterms® 2020 rule, the risk of loss of or damage shall pass from Oric to the client upon delivery at the agreed place of delivery. Where an Incoterms® 2020 rule applies, the transfer of risk shall occur exclusively in accordance with that Incoterm.

Inspection upon delivery. Immediately upon delivery, the client shall inspect the products/services for any visible shortage, damage or apparent non-conformity. Any visible defect shall be recorded in detailed written reservations on the carrier's delivery note or other applicable transport document.

Acceptance. The products/services shall be deemed accepted upon delivery unless the client notifies Oric in writing of any apparent defect or non-conformity.

11. Returns

Claims regarding apparent defects or the non-conformity of the delivered products and/or services with those ordered must be formulated in writing within eight (8) days of their arrival. Oric does not guarantee defects or non-conformities that have not been notified under the mentioned conditions. It will be up to the client to provide any justification as to the reality of the defects or anomalies found. They must allow Oric every facility to proceed with the verification of these defects and to remedy them. They shall refrain from intervening themselves or involving a third party for this purpose. Oric has a reasonable timeframe to verify and, if applicable, dispute the reality of the corresponding grievance. The duration of the acceptance or verification procedure may not have the effect of increasing the duration or shifting the starting point of the maximum payment period. Oric has no obligation to take back products and/or services altered by the fault or negligence of the client. To be taken back, the product :

• Must be in its original packaging;
• Must be in perfect condition for resale (both aesthetically and operationally);
• Must not have been used;
• Must not have been subject to manipulations other than those necessary to assess their essential characteristics.

In the event of a return, the client must maintain clear labeling on each package to allow immediate and unambiguous identification of the sender, recipient, place of delivery, and nature of the products and/or services. The details on the labels must correspond to those appearing on the transport document. The costs and risks of return are always borne by the client. Any return accepted by Oric will result in the issuance of a credit note or a replacement for the benefit of the client, after qualitative and quantitative verification of the returned products and/or services, to the exclusion of any indemnity or damages. Under no circumstances can the presence of a few damaged, deteriorated, or missing packages entitle the client to a total refusal of delivery.

12. Price

Rates are established excluding tax (H.T.) and including tax (T.T.C.). Any tax and/or duty due under French law, and notably VAT at the rate in force on the date of issuance of the invoice, for sales in metropolitan France and Corsica, are borne by the client. The price may be modified in the event of a significant increase in the cost of raw materials during the year.

Delivery Costs. Delivery costs are indicated on the purchase order.

Price Reductions. Unless otherwise stated in writing on the invoice, no discount will be granted for early payment or cash payment upon delivery. In the event of non-payment or late payment, Oric reserves the right to cancel all price reductions granted over the period concerned.

13. Payment

Payment Terms. The payment terms are set out in the order confirmation.

Default of Payment. By express agreement, and unless a postponement is requested in time and accepted by Oric, default of payment at the fixed due date will result in :

• The immediate eligibility of all sums due, regardless of the planned method of payment;
• The eligibility, by way of damages and a penalty clause, of an indemnity equal to 15% of the sums due, in addition to legal interest and any legal costs.

Doubtful Solvency. In the event of doubtful solvency of the client, Oric reserves the right to request guarantees before the delivery of products and/or services or their cash payment, regardless of the payment terms stipulated on the purchase order or invoice. In any case, in accordance with the provisions of Article L. 441-6 I of the French Commercial Code, Oric is entitled to claim from the client a fixed recovery fee amounting to forty (40) euros. Nevertheless, if the recovery costs finally incurred by Oric are higher than the aforementioned fixed indemnity, it may, upon presentation of supporting documents, invoice them to the client.

14. Pricing Readjustment - Hardship Clause

If an unforeseeable event beyond the reasonable control of either party fundamentally alters the economic balance of the purchase order and renders its performance excessively onerous, the affected party may request a renegotiation of the price or the relevant contractual terms pursuant to Article 1195 of the French Civil Code. Such events may include, without limitation, significant increases in raw material costs, major technological or economic changes, changes in applicable laws or regulations, or any other circumstance having a material impact on the cost of performance. The parties shall negotiate in good faith for up to fifteen (15) days while continuing to perform their contractual obligations. Any agreed modification shall be recorded in a written amendment to the Purchase Order. Failing agreement, the parties may terminate the purchase order by mutual agreement or refer the matter to the competent court.

15. Retention of title

In accordance with Articles 2367 et seq. of the French Civil Code, Oric reserves ownership of the products and/or services provided until the final day of their full payment in principle, costs, and interest, it being specified that within the meaning of this clause, only the actual cashing of checks and transfers shall constitute payment. Failing payment of the price at the agreed due date, Oric may take them back, the sale will be automatically resolved if it sees fit, and any down payments already made will remain acquired by it.

16. Transfer of Risk. Insurance.

The products and/or services will remain the property of Oric until full payment of their price, but the client will become responsible for them from their material handover, the transfer of possession entailing that of risks. The client consequently undertakes to subscribe to an insurance policy guaranteeing the risks of loss, theft, or destruction of the products and/or services designated in the purchase order.

17. Liability

The client is liable for :

• All damage caused by the products and/or services placed under their custody to people or property, in accordance with the legal provisions in force;
• Any deterioration, loss, partial or total destruction, whatever the cause.

The client shall bear alone, without recourse against Oric, all claims in the event of prejudice caused to third parties and/or their employees due to the products and/or services. Oric cannot be held liable for:

• The unsuitability of the products to the specific needs of the client;
• The unsuitability of the services to needs not specified by the client when ordering;
• Indirect or consequential damages (loss of business, loss of turnover, loss of data, etc.);
• Any misuse, negligence, lack of supervision, or inappropriate storage.

In all cases. Oric's liability shall, in all cases, remain limited solely to direct bodily injury and material damage caused to the client and exclusively attributable to the products and/or services following a non-performance by Oric of one of its contractual obligations. Indirect/consequential/non-consequential damages (such as loss of turnover, loss of clientele, damage to image) suffered by the client or any third party are expressly excluded, so that Oric will not be liable and will owe no damages on this basis. Oric's total liability is limited to the amount excluding tax (H.T.) actually paid by the client for the purchase of the product(s) and/or service(s) concerned.

For Services. Oric undertakes to implement the necessary means for the realization of the service but cannot be bound by an obligation of result as to the subsequent technical or commercial success of the client.

18. Force Majeure

Article 1218 of the French Civil Code defines force majeure as follows: "There is force majeure in contractual matters when an event beyond the control of the debtor, which could not reasonably be foreseen when the purchase order was signed and whose effects cannot be avoided by appropriate measures, prevents the performance of its obligation by the debtor." If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination. If the impediment is permanent, the order is automatically resolved and Oric and the client are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code. Expressly, those cases usually retained by the jurisprudence of French courts and tribunals are considered cases of force majeure or fortuitous events.

19. Personal Data

Purposes. Oric and the client are required to transmit to each other personal data (surname, first name, address, telephone, email, etc.) necessary for the execution of the order and more particularly, notably for the following purposes :

• Execute the order;
• Respond to a request from judicial or administrative authorities;
• Ensure invoicing.

All of these processing operations are based on the proper execution of the order.

Security. Oric and the client undertake to implement the technical and organizational measures necessary for compliance by themselves and their staff with their security obligations, notably :

• Means to guarantee the confidentiality and integrity of data;
• Implement a procedure aimed at regularly testing, analyzing, and assessing the effectiveness of technical and organizational measures to ensure the security of data processing;
• Process data solely for the purpose that is the subject of the order;
• Not proceed with a transfer of data to a third country under Union law or the law of the Member State to which it is subject;
• Not processing or consulting the data or files for purposes other than the execution of these terms;
• Ensure that persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
• Fulfill its obligation to follow up on requests from data subjects to exercise their rights.

Retention durations. Oric and the client only retain data for the duration necessary for the operations for which they were collected as well as in compliance with the regulations in force. In this regard, client data is retained for the duration of the contractual relations increased by three (3) years for animation and prospecting purposes, without prejudice to retention obligations or limitation periods. In accounting matters, they are retained for ten (10) years from the closing of the financial year. The processed data are intended for persons authorized by each party.

Rights of Individuals. Under the conditions defined by the French Data Protection Act as amended and the European General Data Protection Regulation (GDPR), natural persons have a right of access to data concerning them, rectification, inquiry, limitation, portability, and erasure. Data subjects also have a right to object at any time, for reasons relating to their particular situation, to processing of personal data based on legitimate interest as a legal basis, as well as a right to object to commercial prospecting. They also have the right to define general and specific directives defining the way they intend the rights mentioned above to be exercised after their death. These rights are exercised by sending a letter to the address of the registered office of the data controller of each party. Data subjects have the right to lodge a complaint with the CNIL.

20. Intellectual Property

The trademarks, drawings, models, images, texts, photographs, logos, graphic charters, design, and know-how associated with the products are the exclusive property of Oric or its partners or third parties and are protected notably by intellectual property rights that are or will be recognized to them under current laws. Any reproduction and/or representation, total or partial, of one of these elements without the express authorization of Oric is prohibited and would constitute, notably but not exclusively, an infringement sanctioned by the provisions of the French Intellectual Property Code. The client also refrains from erasing, removing, or hiding in any way whatsoever elements protected by an intellectual property right. The client expressly refrains from using Oric's trademarks as a sign, commercial name, corporate name, or domain name.

21. Anti-Corruption and Influence Peddling

Oric and the client guarantee that within the framework of negotiations and more generally of their commercial relationship, they have complied and will comply with all legal and regulatory provisions and obligations regarding the fight against active/passive corruption and influence peddling. Oric and the client undertake to ensure compliance by all their employees, approved subcontractors, or any persons acting on their behalf with the provisions of this article.

22. Entirety of the General Conditions

The invalidity of a clause of these general conditions following a legislative or regulatory change or a judicial decision does not affect the validity of the other clauses. No change allows the client not to comply with these general conditions.

23. Headings

In the event of interpretation difficulties resulting from a contradiction between any of the headings appearing at the top of the articles hereof and any of the articles, the headings shall be declared non-existent.

24. Severability (Nullity)

If one or more stipulations of these general conditions are held to be invalid or declared as such pursuant to a law, regulation, or following a final decision of a competent jurisdiction, the other stipulations will retain all their force and scope.

25. Tolerance

Oric and the client mutually agree that the fact of one tolerating a situation does not have the effect of granting acquired rights to the other. Moreover, such a tolerance cannot be interpreted as a waiver to assert the rights in question.

26. Assignment

The client accepts that the rights and obligations resulting from these terms may be assigned by Oric to third parties, notably in the event of a merger or acquisition.

27. Subcontracting

The client authorizes Oric to involve any subcontractor of its choice within the framework of the execution of these terms. In this case, the client accepts that Oric discloses to its subcontractors the information necessary for the execution of these terms.

28. Suspension

Oric or the client may suspend the performance of its obligations when it is manifest that the other will not perform its obligations under the conditions provided for herein and that the consequences of this non-performance cause sufficiently serious prejudice to the aggrieved party. Any suspension must be subject to reasonable notice and be notified as soon as possible by registered letter with acknowledgment of receipt.

29. Termination

In the event of a breach by one of the parties of the obligations herein not remedied within a period of thirty (30) days from the sending of a registered letter with acknowledgment of receipt notifying the breach in question, the other party may automatically pronounce the termination hereof without prejudice to any damages to which it might be entitled hereunder. Breaches notably include:

• Non-payment of invoices by the client;
• Violation of laws, regulations, or usages.

30. Language

The language of these general terms and conditions of sale is French. If these general conditions come to be subject to a translation into a foreign language, the French language shall prevail over any other translation in the event of a dispute, litigation, difficulty of interpretation or execution of these conditions, and more generally concerning the relationships existing between Oric and the client.

31. Evidence Agreement

Documents in electronic form exchanged between Oric and the client will constitute proof provided that the person from whom they emanate can be duly identified and that they are established and stored under reasonable conditions, allowing their integrity to be guaranteed.

32. Conciliation

In the event of a difficulty of any nature and prior to any jurisdictional procedure, each of the parties undertakes to designate a person from their company at a "management" level. These people must meet at the initiative of the most diligent party within eight (8) days from receipt of the letter requesting a conciliation meeting. The agenda is set by the party taking the initiative for conciliation. Decisions, if adopted by mutual agreement, have contractual value. This clause is legally autonomous from these terms. It continues to apply despite the potential invalidity, termination, or cancellation of these terms.

33. "Incoterms® Applicable Rules"

Unless otherwise expressly agreed in the purchase order, any reference to an Incoterms® rule shall be deemed to refer to the Incoterms® 2020 Rules published by the International Chamber of Commerce (ICC). In the event of any inconsistency between the applicable Incoterm and these General Terms and Conditions, the Incoterm shall prevail solely with respect to the matters it governs.

34. Applicable Law

These terms are governed by French law. This is so for substantive rules and formal rules, notwithstanding the places of performance of substantial or accessory obligations.

35. Jurisdiction Clause

ANY DISPUTE REGARDING THE APPLICATION OF THESE TERMS, THEIR INTERPRETATION, THEIR EXECUTION, OR RELATING TO THE PAYMENT OF THE PRICE, SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF GRENOBLE, REGARDLESS OF THE PLACE OF THE ORDER, DELIVERY, PAYMENT, AND METHOD OF PAYMENT, AND EVEN IN THE EVENT OF A GUARANTY CLAIM OR PLURALITY OF DEFENDANTS.