GENERAL TERMS AND CONDITIONS OF SALES

The General Terms and Conditions of Sales of the Thermoforming National Union apply to all transactions carried out by our company. The placement of an order entails the acceptance of these Terms and Conditions by Customer notwithstanding any contrary clause in Customer's own purchasing conditions and under the condition that a specific contract between Amandis and Customer does not provide amendments to these General Terms and Conditions. The fact that AMANDIS does not at any given time prevail over any of the General Terms and Conditions of Sale cannot be interpreted as a claim to prevail over any of these conditions at a later date.

ARTICLE 1: OFFERS, DISCOUNTS, ORDERS

The entire offer is only valid if it is confirmed in writing. In the absence of a fixed term duration, the price offer commits AMANDIS for a period of one month. Any order placed directly or through our representatives commits AMANDIS only if confirmed by them and exclusively according to these terms of confirmation. Only modifications discussed and formally accepted in writing by Customer and AMANDIS may derogate this rule. In the absence of a reply within 48 hours after confirmation of order, full acceptance by Customer of the General Terms and Conditions of Sale for which AMANDIS has exclusively committed itself is implied. Any open order implying periodic or scheduled deliveries is concluded for a limited period of time agreed between AMANDIS and the Customer.

Validity of prices: Prices are firm for the period given in the acknowledgement of receipt of the order. For products on quotation and special productions, prices can be adjusted during the execution of orders according to cost variations of the various parameters making up this total cost. If Customer provides the tooling, the prices only become binding after acceptance of the test parts.

ARTICLE 2: CANCELLATION OF ORDER

The Customer who cancels all or part of his order or postpones the delivery date, without AMANDIS bearing the responsibility, is required to compensate AMANDIS for all costs incurred (design costs, tools, materials, etc.) on the date of receipt of cancellation order, without prejudice to any direct and indirect consequences that AMANDIS may bear, following this decision. If necessary, AMANDIS may, at its discretion, declare the termination of the sale ipso jure through Customer's fault, by simple registered letter in the following cases: non implementation of one or more of its obligations, or receivership or compulsory liquidation of Customer.

ARTICLE 3: LIABILITY FOR MATERIALS AND DOCUMENTS

Materials used: AMANDIS cannot be held responsible for any use of the Materials that does not comply with legal requirements or is incompatible with the Product. AMANDIS guarantees the conformity of the materials to their designation and makes no other express or implied warranties. The technical advice given by AMANDIS, before or after delivery, represents its best judgment taking into account the circumstances and must be validated by tests carried out by the Customer. Except in the cases indicated above, when AMANDIS' liability is established, it can only be held liable, in any event, for the replacement or refund of the parts found defective without further compensation, the parts thus replaced remaining the property of AMANDIS.

ARTICLE 4: STUDIES, PROJECTS, PROTOTYPES, DOCUMENTS

All studies, projects, prototypes and documents related to ORDER, carried out by AMANDIS and given to Customer remain the property of AMANDIS. They may not be used, reproduced or communicated to third parties without written permission by AMANDIS. They may not be subject to a patent or design application.

ARTICLE 5 : TOOLING, MOULDS, SPECIAL EQUIPMENT

Tooling Price: The price of the tooling produced or subcontracted does not include the intellectual property of AMANDIS on this tooling, i.e. the contribution of its know-how or patents for its study, realization and development. The same applies to any adaptations that AMANDIS makes to the tools provided by the Customer to ensure the proper running of the parts.

Property of the Tools & Professional Tax: Except in special cases, the tooling produced under the responsibility of AMANDIS becomes, after full payment, the property of the Customer in the AMANDIS workshops. AMANDIS may not use this tooling for the benefit of another company without Customer's written authorization. In the event that the Customer wishes to remove the tools, they will undertake to pay, as compensation, an allowance for study and development costs. This compensation will be equivalent to the amount of the original invoice.

Execution of the first order of Parts: In the event that no order for Parts is placed within SIX MONTHS of the tooling being manufactured, the same compensation as above will be required for intellectual property.

Tool conservation delay: If no order pertaining to a specific tooling machine is provided within two years after its latest conception, and if the CUSTOMER has not requested to take back the tooling machine or made an agreement with the CUSTOMER for an extension of its conservation, AMANDIS is permitted to destroy TOOLING following lack of reply within ONE MONTH to a registered letter with acknowledgement of receipt.

Payment for tooling and prototypes: payment for tooling is made at least by 1/3 of total amount on initial ordering by cheque or bank transfer following pro forma invoice, and the balance is paid when tools are made available in AMANDIS' premises by cheque or bank transfer.

Maintenance of tools: The tools remain in the workshops of AMANDIS, which ensures their general maintenance for Customer for a period of TWO YEARS from the date of creation, not including ordinary wear and tear. Modification or restoration costs remain at the expense of the Customer. At the end of this two-year period, an examination of the moulds will be carried out in the presence of the Customer, if required, and an estimate for general maintenance for a subsequent operating period to be defined with Customer will be established and transmitted for possible agreement and subsequent order.

Modification of tools: Any change made to tooling requires a quote and will be carried out only upon firm order.

Tooling insurance : The Customer who is fully responsible for the tooling which is his/her property, contracts at his/her expense an insurance policy covering theft, deterioration or destruction at the AMANDIS premises with no right to appeal against AMANDIS.

ARTICLE 6 : LIABILITY AND INSURANCE

Civil Liability: The required confidentiality presiding over the exchanges between AMANDIS and its Customers leads to full secrecy of the prices and costs of the goods, raw materials or tools belonging to Customer and entrusted to it for the purpose of providing the services ordered. Under these conditions AMANDIS undertakes to cover with an insurance the goods entrusted to it within the limit of 460 K€ per claim, for risks pertaining to fire, explosion, water damage and natural disasters. Above this amount, the Customer waives all claims against AMANDIS and its insurers, except in the event of malicious intent.

If Customer fails to obtain from his insurance company coverage for all risks pertaining to the goods entrusted to him/her, Customer shall be entitled, subject to prior agreement of insurers and in return for a premium at his/her expense, to join the AMANDIS insurance policy, set up for this purpose.

Financial loss: Under no circumstances will AMANDIS cover any financial losses, namely those of an operating loss that a Customer may suffer following a disaster occurring on the premises of AMANDIS and/or its subcontractors and/or suppliers.

ARTICLE 7: SHAPING

In the event that AMANDIS acts as a shaper / manufacturer, the Customer shall deliver or have delivered, at its own expenses and risk, and taking into account a loss of at least 5%, the raw materials and/or components necessary in conformity with the execution of the order. The goods will be delivered taking into account the normal manufacturing delays and hazards of AMANDIS.

ARTICLE 8: PROTOTYPE SAMPLE

The prototype is the responsibility of the Customer. The conformity of the prototype sample (raw material, thickness, dimensions, etc.) releases AMANDIS from any liability. The exemption, even tacitly, of a prototype by Customer has equal validity as if there were a prototype.

ARTICLE 9: GUARANTEE OF QUANTITIES DELIVERED

Quantity tolerances: AMANDIS reserves the right to deliver and invoice up to +/- 10% of the quantities provided for in the contract unless otherwise stipulated in the specifications accepted by AMANDIS.

Complaints over quantities delivered: Any complaint over the quantities delivered must be made within 8 days of reception of the goods.

ARTICLE 10: QUALITY WARRANTY

In the case of mass-produced products, and unless otherwise specified when ordering, the weights, dimensions, capacities and other information contained in AMANDIS catalogues, leaflets, circulars, etc., are given for information purposes only.

For orders with prior quotations, the products are guaranteed to comply with the specifications given by this quotation, or by default, with the order accepted by AMANDIS.

In the event of a complaint from the CUSTOMER about the parts delivered, AMANDIS reserves the right to examine them on site. A dispute over a delivery or part of a delivery may not result in the refusal of payment for deliveries by Customer if no complaint is lodged.

When the parts supplied are incorporated into a whole unit, by the CUSTOMER or a third party, CUSTOMER and THIRD PARTY are fully responsible for the suitability of the parts for their usage. Any defect in design, assembly, etc., results in the termination of the AMANDIS warranty and AMANDIS shall not be liable for any use of the product other than for its normal use. No goods may be returned without the prior agreement of AMANDIS, in which case the goods must be returned « as are » in a proper packaging at Customer's expense. When specified upon Order that the products are intended for food contact, AMANDIS undertakes to use only materials that comply with the official regulations in this matter, guaranteed by the materials' suppliers.

Under threat of forfeiture of the right to the warranty previously defined, the Customer is required to report non-conformities as soon as they are discovered and to explicitly request the replacement or bringing into conformity of the parts in question within a maximum period, starting from delivery, of 10 days for visible non-conformities, and 6 months for other non-conformities. This period is reduced to 1 month for mass-produced products. At the end of these deadlines, no complaint is accepted.

ARTICLE 11: FORCE MAJEURE

All orders received include a reservation clause authorizing AMANDIS to suspend, without compensation, all commitments made in the following cases: strikes, lock-outs, fire, bad weather and other cases of force majeure occurring at AMANDIS’ as well as at its suppliers’ premises.

ARTICLE 12: INTELLECTUAL AND ARTISTIC PROPERTY - INDUSTRIAL PROPERTY

In all cases, the Customer guarantees AMANDIS against all consequences of legal actions that may be taken against him as a result of the execution of an order for parts protected by industrial or intellectual property rights. These may be patents, registered brands or designs, or any other privacy rights. Transfer of parts does not entail transfer of AMANDIS' industrial or intellectual property rights for its manufacturing studies of these parts. The same applies to the research that AMANDIS carries out for improving the quality or cost price of parts with a modification to the original specifications. If the Customer accepts them, he/she must agree with AMANDIS on the conditions of their use within the framework of the order. Under no circumstances may the Customer claim AMANDIS' research for his/her own benefit, nor disclose it, without having expressly acquired beforehand the intellectual property rights. The industrial property and in particular the patents, registered brands or designs of AMANDIS, remain in all cases its exclusive property. The Customer authorizes, unless otherwise stated in writing, AMANDIS to exhibit certain items it produces at events such as fairs, shows, exhibitions, and on its advertising and commercial documents.

ARTICLE 13: MANUFACTURING AND DELIVERY DELAYS

Delivery delays run from the date of order confirmation by AMANDIS and at the earliest from the date on which all documents, materials, have been provided by Customer, who has fulfilled any other preconditions agreed upon, in particular the payment of the tools and the agreement on the prototype samples. The mandatory deadline must be specified in the contract as well as its nature (date of availability, date of presentation for inspection or acceptance, effective delivery date, etc.) In the absence of such details, the deadline is considered indicative. Any modification to the contractual supply conditions will result on AMANDIS' request, in the setting of a new deadline. The contractual deadlines are extended at the request of AMANDIS or the Customer for any reason beyond their control which has made it impossible for them to fulfill their obligations. The failing party must inform the other in writing of this impossibility as soon as it occurs and the two parties must then immediately consult each other to agree on the appropriate measures to be henceforth taken.

ARTICLE 14: DELIVERY AND STORAGE CONDITIONS

Unless otherwise agreed, our prices are valid for orders completed, ready to be shipped, packaging included. Goods are deliverable and billable as soon as they are ready. Free shipping is the standard means of shipment; any other mode of transport which may include additional costs are to be borne by the Customer. Our goods, even when shipped free of charge, always travel at the risk of the recipient. In the event of damage, loss or theft during transport, or in the event of late delivery, it is the responsibility of the recipient to exercise any claim against the carriers. Storage by AMANDIS of goods beyond the delay provided for in the order form will result in an increase in the price of the goods still to be delivered of 2% per month, representing storage costs.

ARTICLE 15: TERMS OF PAYMENT

Invoices are payable at our headquarters. Bills of exchange and acceptances do not constitute a novation or derogation from the place of payment. Payment is made as soon as AMANDIS has full availability of funds, equal to the cost of the sale. This is either the moment when the AMANDIS bank account is permanently credited or the moment when cash payment is made. Where payment by draft or payment item has been agreed, they must be returned with acceptance within eight days of receipt. Payments are made in totality and without discount. The key date from which the starting point of payment is determined is the delivery or the availability of the goods. Failure to pay an invoice or a payment item on the due date shall result in the immediate payment of all sums due and the addition of penalties for delays set by the General Conditions of Sale or by the invoice. When the payment date is later than the deadlines set by the General Conditions of Sale, the amount owed will automatically bear interest at a rate of 1.5 times the official interest rate. By express agreement AMANDIS may always perform compensation accordingly between the sums due to Customer and the sums due by Customer.

ARTICLE 16: RESERVATION OF PROPERTY RIGHTS

Any order placed with our company implies the acceptance by CUSTOMER of the clause relating to Reservation of property rights in accordance with the provisions of Law No. 85-98 of 25 January 1985: the goods supplied will remain our property until the day of their payment. In the event that payment does not occur within the time limits provided for, we reserve the right to take back the delivered items and Customer undertakes to return them, all costs at his expense on first request by AMANDIS. Notwithstanding the Reservation of property rights clause, the risks relating to the goods (including the risks of loss or destruction) shall be the responsibility of the Customer as soon as he/she accepts delivery of the goods (i.e. upon leaving the AMANDIS warehouse).

ARTICLE 17: JURISDICTION

In the event of a dispute, the Court of our headquarters is the only competent court, even in the event of the introduction of third parties and several defendants, and notwithstanding any contrary clause contained in the Customer's purchasing conditions.