GTC

GENERAL TERMS AND CONDITIONS OF SALE AND GENERAL PRICE LIST
APPLICABLE TO ALL GSB ORDERS FROM 01/05/2024

SAS LGI is a simplified joint stock company, registered under SIREN number 452 615 354, with registered offices at 1 Rue de l'Empire, 59133 PHALEMPIN, and share capital of 800,000.00 euros. Its unique identifier generated by the French Agency for Ecological Transition (ADEME) is: FR304003_04GGCF.

ARTICLE 1 - SCOPE
These general terms and conditions of sale apply to any sale or service provided by SAS LGI (hereinafter "the Seller") to DIY superstores (GSB) reselling DIY and home equipment products to end customers (hereinafter "the Customer" or "the Customers").

In accordance with Article L.441-1 of the French Commercial Code, the present General Terms and Conditions constitute the sole basis for commercial negotiations between the parties. They may, where applicable, be accompanied by special conditions negotiated between the parties as part of the commercial negotiations.

Any deviation from these GCS will be the subject of a written agreement signed between the Vendor and the Customer in accordance with article L.441-3 of the French Commercial Code, and of an amendment if necessary.

ARTICLE 2 - NEGOTIATION SCHEDULE
In order to meet the legal deadline for the signature of the single agreement, the Vendor would like, as far as possible, its Customers to adhere to the following negotiation schedule:

Within a reasonable period of time before March 1st: the Vendor sends its GTCS to customers.
Within a reasonable period of time after receipt of the GTCS: the customer sends its comments on the GTCS to the Vendor, and sends its contractual documents to the Vendor, including its draft commercial agreement and its draft logistics contract.
One month from receipt of the contractual documents: the Seller expresses its reservations to the draft contract by amending the contract or by means of an amendment, and the parties exchange views on the elements on which they disagree.
By February 1st at the latest: the Seller and the Customer review the progress of negotiations and the possibility of signing an agreement within the legal deadline.
By the deadline at the latest: the Parties sign the written agreement and any amendments.

In the event that the Vendor and the Customer are unable to reach agreement on a part of the products, each will be entitled to terminate, even partially, the commercial relationship subject to reasonable notice within the meaning of article L.442-1 of the French Commercial Code.

Commercial negotiations must be conducted in good faith. To this end, the parties undertake to draw up regular written reports.

ARTICLE 3 - RATE
The rates applicable between the Parties are those in force at the time the order is placed by the Customer, except in the case of a special agreement concluded for a specific period of time between the Vendor and a Customer, the conditions of which apply for the duration of the contract and under the specific conditions set out in the said contract.

All prices, expressed in euros or in foreign currencies, are calculated according to the currency conversion rate applicable on the day the price list is drawn up. Any exchange rate variations are at the customer's expense and are calculated according to the conversion rate applicable on the date of the order.

Any tax based on prices is that in force on the date of the order. In the event of modification, the variation will be applied to the price charged according to the rules imposed by the tax authorities.

The Vendor reserves the right to modify its prices at any time, after giving customers two (2) months' prior notice. However, exceptional circumstances external to the Vendor may justify a shorter notice period.

The ecocontributions paid to Ecomaison by the Seller at the date of the present GTC are subject to change. Any increase or decrease in ecocontributions will therefore be automatically reflected in the said price list.

ARTICLE 4 - ORDERING AND DELIVERY
Customers place orders with the Vendor by e-mail at contact@lgindustries.fr or by EDI, respecting the minimum order quantity.

All Customer orders are placed :

For products in stock, at least five (5) working days before the desired delivery date.
For products manufactured to order, at least ninety (90) working days before the dispatch date.

Once the order has been received, the Seller acknowledges receipt of the order and expressly accepts it.

Once accepted, a "new customer" order must be accompanied by a deposit equal to 30% of the total amount ordered, including VAT. Only after receipt of this deposit will the order be deemed definitively accepted. A "new customer" is any customer who has not placed an order for at least twelve (12) months.

In the event of an error in the order (absence of minimum order, price, delivery time, etc.), the Vendor will notify the Customer. The Customer must make the necessary corrections so that the order can be accepted by the Vendor.

Any modification or cancellation of an order requested by the Customer will only be accepted:
For products in stock, within forty-eight (48) hours of the order being placed.
For products manufactured to order, within twenty-four (24) hours of the order being placed.

After these deadlines, no modification or cancellation of an order will be accepted by the Seller.

The price applicable to any order modification initiated by the Customer will be that in force on the date the modified order is placed.

The Vendor's delivery times are communicated to the customer subject to a tolerance of:
For products in stock, +/- 3 days depending on the constraints imposed by carriers.
For products manufactured on request, +/- 100 days depending on international shipping constraints.

In the event of the occurrence of a circumstance beyond the control of the Parties within the meaning of Recommendation 19-1 of the CEPC, of an event constituting unforeseeability within the meaning of Article 1195 of the French Civil Code, or of a situation of force majeure within the meaning of Article 1218 of the French Civil Code, making delivery of all or part of the order impossible, the Vendor will use its best efforts to keep the Customer informed and, where appropriate, to propose an alternative solution. If this proves impossible, the order may be cancelled at the Vendor's initiative at no cost to either party, provided that the Customer has not caused the extension of delivery times or the impossibility of delivery, in which case the Vendor reserves the right to obtain compensation for its loss.

The goods sold (including carriage paid), are carried out in accordance with the Incoterm© defined in the annual contract by mutual agreement between the parties.
In the event of damage, deterioration or loss attributable to the carrier or occurring in the course of the transport operation, the Customer is obliged to proceed with the appropriate reservations, claims or actions with regard to the carrier. The Vendor cannot be held liable for transport disputes under any circumstances.

With the exception of transport disputes subject to the aforementioned provisions, any complaint concerning the integrity of the goods upon receipt of the order must be made to the Vendor, in writing, within a maximum of 48 hours after delivery, failing which the complaint will be inadmissible. The complaint must be accompanied by all supporting documents to enable the Vendor to ascertain the legitimacy of the complaint and, where appropriate, to respond favorably.

If the Customer has several warehouses between which the goods delivered by the Vendor are likely to circulate, the Vendor cannot be held responsible for any dispute relating to any damage or damage to the integrity of the product if the claim is made late and does not allow the Vendor to ascertain whether the dispute is attributable to the Vendor. In any event, no return of goods will be accepted unless expressly agreed to by the Vendor after examination of the claim, such agreement in no way constituting recognition by the Vendor of any responsibility attributable to it or acceptance of the merits of the claim made.

ARTICLE 5 - LOGISTICS PENALTIES
The application of logistics penalties must comply with the provisions of article L.441-17, which must be interpreted in the light of Recommendation 19-1 of the Commission d'Examen des Pratiques Commerciales of January 17, 2019 and the DGCCRF guidelines on logistics penalties updated on November 3, 2023.

It should be noted that the Customer may only apply penalties to the Seller in the event of damage duly documented by the Customer. In the latter case, the Vendor's breach and the prejudice suffered must be duly documented by the Customer.

In any event, any application of any penalty whatsoever must be proportionate to the loss actually suffered and duly justified by the Customer as to the alleged loss, in principle and quantum. Failing this, no penalty may be imposed on the Seller.

Any request for a penalty must be justified in writing by the Customer and sent to the Vendor within a maximum period of thirty (30) days from the date of the event giving rise to the penalty.

All penalty invoices and/or debit notes issued by the Customer must be accompanied by detailed supporting documents to enable the Vendor to assess their validity (cf. CEPC Recommendation 19-1 on logistical penalties and DGCCRF guidelines on logistical penalties) and in particular at a minimum:

the order number concerned;
the scheduled delivery date and time, and the actual delivery date and time;
the reason for applying the penalty (delay, non-conformity, shortage, etc.).);
the details of each reference concerned by the incident;
the quantity concerned by the incident,
the delivery note annotated by a warehouse manager and countersigned by the delivery person in the event of delay or non-conformity,
a photograph in the event of non-conformity,
a screenshot of the software, in the event of shortage and/or stock shortage.

In the absence of concomitant communication of such supporting documents, the penalty will be ill-founded and the Vendor's right to contest will not begin to run.

Upon receipt of all evidence sent by the Customer, the Vendor shall have a period of thirty (30) days to contest the penalty notice received from the Customer. The Customer will have a similar period from receipt of the evidence to respond to the Vendor. If no reply is received within this period, the penalty notice will be deemed to have been abandoned.

In this respect, it is forbidden to automatically deduct from the amount of the invoice drawn up by the Seller the penalties corresponding to the non-observance of a contractual commitment.

In any event, the amount of the penalty imposed may not exceed 2% of the value of the products ordered in the product category in which the non-fulfilment of contractual commitments has been noted.

The Seller points out that the 2% threshold is only a ceiling. As such, the amount of the penalty must necessarily be proportionate to the loss actually suffered.

The notion of product category for the application of this ceiling is defined as follows: shower, faucet and bathtub.

Lastly, and in any event, no logistical penalties may be imposed for non-performance of contractual commitments that occurred more than one year previously, in accordance with article L.441-17 of the French Commercial Code.

ARTICLE 6 - LEGAL WARRANTIES
All goods in the Vendor's catalog are subject to the legal and special warranties applicable to each product or type of product sold. The implementation and acceptance of the Vendor's warranty shall not apply to parts whose wear results from usual and normal use, with or without corrosive products, nor to parts whose installation or use does not comply with the instructions provided.

In the event of particularly serious contractual non-performance by the Customer of its mandatory legal or contractual obligations as specified in article 10 of these GTS, the latter may suspend deliveries at the end of a period of 15 days following formal notice by registered letter with acknowledgement of receipt which has remained unsuccessful, without prejudice to any damages which may be claimed by the Vendor due to the Customer's actions at the origin of the deterioration or interruption of commercial relations on this account.

ARTICLE 7 - PAYMENT

Invoices are payable in accordance with the terms of the annual contract signed by the parties, and in full by bank transfer within 60 days of invoice issue.

The Seller reserves the right to reduce the payment terms granted in the event of a deterioration in the Customer's actual or assumed financial situation.

In the event of serious doubts as to the solvency of a Customer, or if the Customer fails to provide the requested guarantees, the Vendor may:
request guarantees of solvency;
require payment in advance of any delivery or suspend the delivery in progress of all or part of the products in accordance with the provisions of articles 1219 and 1220 of the French Civil Code;
suspend the delivery of any new order if this would result in the outstanding amount set for the Customer or decided jointly with the Customer being exceeded.

The Customer may not under any circumstances, without the express prior consent of the Vendor, make any payment by way of compensation, even under the conditions provided for in article 1347-1 of the French Civil Code.

In the event of non-payment of an invoice on its due date, the Vendor reserves the right to apply the following measures:
The Customer will be liable, in addition to any legal and judicial interest, for a late payment penalty equal to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, increased by ten 10 percentage points. This indemnity is without prejudice to any damages which may be claimed by the Vendor,
All invoices issued by the Vendor to the same Customer shall become due and payable, including those not yet due and payable.
In addition, the Vendor reserves the right, thirty (30) days after a formal notice by registered letter with acknowledgement of receipt which has remained unsuccessful, to withdraw from all of its remaining obligations to the Customer, and/or to implement the retention of title and/or resolutory clauses provided for in articles 9 and 10 below, except where legal and contractual obligations have fallen due, which shall remain in force for the benefit of the Customer.
In accordance with articles L.441-10 and D-441-5 of the French Commercial Code, any debtor paying an invoice after the expiry of the payment deadline will be required to pay its creditor a fixed indemnity to compensate for collection costs, the amount of which has been set at €40 by decree.

ARTICLE 8 - Without prejudice to the application of the aforementioned article 7, the Vendor may require the Customer who has previously committed contractual breaches, without these having given rise to the termination of the contractual relationship, to provide additional guarantees to ensure its solvency and the financial coverage of current or future deliveries. In any event, no tolerance or waiver of the application of the present GCS shall be construed as a modification of the present conditions applicable to relations between the Vendor and the Customer.

ARTICLE 9 - PROPERTY RESERVATION CLAUSE
Whatever the terms of delivery, the Vendor shall remain the owner of the goods until full payment of their price in principal, plus interest and accessories, and reserves the right to claim their return in the event of non-payment of principal, interest and accessories on the due date. In such a case, the cost of recovering the goods will be charged to the customer who has failed to meet his payment obligation.

In this respect, the remittance of a bill of exchange, bank or postal cheque or any other instrument creating an obligation to pay does not constitute payment within the meaning of the present clause. Payment shall not be deemed to have been made until actual collection.

In the event of insolvency proceedings against the Customer, ownership of any goods not paid for shall remain with the Vendor, who may immediately reclaim any goods delivered but not paid for. In such a case, the provisions of the present clause shall be enforceable against any sub-purchasers of the goods, the Customer's other creditors, the bodies involved in the insolvency proceedings and the various participants in the said proceedings. The provisions of the present clause in no way preclude the stipulations of article 4 of the present general terms and conditions.

ARTICLE 10 - TERMINATION CLAUSE
Both Parties reserve the right to terminate the contract :
in the event of contractual breach by the Customer of articles 3 to 9 and 12 to 13, thirty (30) days after formal notice has been given by registered letter with acknowledgement of receipt which has remained unsuccessful,
in the event of involuntary, external or force majeure events likely to affect totally or partially the sales transaction or the service,
without prejudice to any damages claimed by the Vendor from the party responsible for the breach.

ARTICLE 11 - INTELLECTUAL PROPERTY
LG Industries is the owner of all intellectual property rights and in particular industrial property rights covering the products sold to the Customer under the brand names "LG Industries" or "Krone" and/or any other brand name used by the Vendor. Products delivered by the Vendor under these brand names may only be resold in their original presentation and in conditions consistent with their brand image.

ARTICLE 12 - FORCE MAJEURE AND CIRCUMSTANCES INDEPENDENT OF THE WILL OF THE PARTIES
In the event of the occurrence of an event of force majeure within the meaning of Article 1218 of the French Civil Code, such event shall have the effect of suspending the performance of the obligations incumbent upon the Vendor or the Customer for the duration of the force majeure.

The Seller and the Customer shall take all necessary measures, including, if necessary, by mutual agreement, adapting the commercial and financial conditions of the Agreement, in order to avoid or limit the harmful effects of this impediment for the Seller and the Customer.

If the situation of force majeure persists beyond thirty (30) days, the Vendor and the Customer will meet to determine, in good faith and by mutual agreement, the follow-up to be given to the single agreement, or to determine the conditions for its adaptation, evolution or even termination, as the case may be.

No penalty is due in the event of force majeure.

In the event of external circumstances beyond the control of the parties which do not qualify as force majeure, and which are likely to halt, reduce and/or delay the manufacture of products, their storage or transport, and thus disrupt deliveries, the amount of the logistical penalties may be adjusted, and must be reduced in relation to the amount which would result from the application of the contract in the absence of such circumstances, all the more so if the Vendor has notified the Customer as soon as possible, in accordance with article L. 441-17 of the French Commercial Code.

These circumstances beyond the control of the Seller correspond in particular to events beyond the control of the Seller as provided for in particular by Recommendation 19-1 of the CEPC.

ARTICLE 13 - IMPREVISION
The Vendor reserves the right to request the customer to renegotiate the agreement if a change in circumstances unforeseeable at the time of its conclusion renders its execution excessively onerous for the Vendor, who had not agreed to assume the risk, in accordance with article 1195 of the French Civil Code.

In addition, the conditions for the application of article 1195 of the French Civil Code do not preclude possible discussions between the Customer and the Vendor and the adaptation of the agreement and its conditions of application to the situation in question, which would not necessarily fall within the definition of unforeseeability, in particular in the event of an event likely to render the execution of all or part of the agreement economically unviable, in particular the manufacture and/or transport of products (e.g. supply difficulties or rising material costs, etc.).

ARTICLE 14- DISPUTES - APPLICABLE LAW - ATTRIBUTION OF JURISDICTION
Any dispute relating to the conclusion, performance and breach of contract underlying any sales transaction or any provision of services carried out by the Vendor, and more generally any dispute involving the company LGI, whether as plaintiff or defendant, shall be subject to French law and shall fall within the exclusive jurisdiction of the Lille Courts, including in the event of summary proceedings, unless otherwise provided by public policy.