ARTICLE 1 - GENERAL PRINCIPLES

These general terms and conditions of sale comply with Article L441-6 of the French Commercial Code and apply to products or services sold by SARL FRIO CPS under a brand or trade name belonging to it or which it distributes, and form an integral part of our contractual stipulations.

Placing an order implies the buyer's full and unreserved acceptance of these terms and conditions of sale, notwithstanding any stipulation to the contrary proposed by the buyer.

SARL FRIO CPS reserves the right to suspend any delivery or to terminate any sale, in particular in the event that the purchaser engages in unfair commercial practices or in violation of applicable legal provisions, such as resale at a loss, or in the event that the purchaser breaches any of its obligations under these general terms and conditions of sale.

SARL FRIO CPS reserves the right to suspend or cancel the sale, in whole or in part, in the event of force majeure, defined as any event likely to stop or reduce the manufacture of products or services or the transport of goods, or to prevent the normal performance of the contract.

Any customer of SARL FRIO CPS may not mention or use the trademarks, logos, documents or any other intellectual property rights belonging to SARL FRIO CPS without the express prior written authorization of SARL FRIO CPS for the sole purpose of promoting the resale of products marketed by SARL FRIO CPS under conditions normal to its business. SARL FRIO CPS reserves the right to object to any use of its trademarks, logos or rights that it deems unfair or contrary to its image or to any rights it may have granted.

ARTICLE 2 - ORDERS

Orders become final upon acceptance by SARL FRIO CPS, unless cancelled by either party within 48 hours of order submission. Acceptance may result in the shipment of products or the provision of services. Orders will only be confirmed at the customer's request.

The benefit of the order is personal to the buyer and cannot be transferred without the agreement of SARL FRIO CPS.

Any modification or cancellation of the order requested by the purchaser can only be taken into consideration if it is received in writing before shipment of the products or performance of the services. SARL FRIO CPS reserves the right, in all cases, not to follow through.

All orders are subject to verification with our credit insurer.

In view of the origin of certain SARL FRIO CPS spare parts or products (imported products), all purchasers will be required to give 3 months' notice before terminating their service contracts in the event of termination of a commercial agreement relating to specific services not covered by the attached price list.

2 - A : Delivery terms

Products are delivered either directly to the purchaser or to a shipper or carrier on the premises of SARL FRIO CPS.

For all products and spare parts, delivery in France is made carriage forward or carriage charged. For export, our prices are ex 72230 - ARNAGE, please refer to our pricing conditions.

It is the customer's responsibility to check for damage and/or shortages at the time of delivery. Any reservation or justified protest must be noted on the carrier's receipt and must be confirmed to the carrier by registered letter under the conditions of article 133-3 of the French Commercial Code, with a copy of the relevant delivery slip sent by registered letter with acknowledgement of receipt to the head office of SARL FRIO CPS within 24 hours of receipt of the products by the purchaser. The words "subject to unpacking" are neither recognized nor acceptable by SARL FRIO CPS.

It is the purchaser's responsibility to provide any justification for any claims made and to provide SARL FRIO CPS with any facility to identify the batch of product concerned and to proceed with the ascertainment of the alleged facts in order to remedy them.

The purchaser shall not return disputed products to SARL FRIO CPS without prior written consent.

Our goods and their packaging always travel under the responsibility of the carrier, in accordance with the conditions of the transport code.

2 - B : Delivery times

Our delivery time for available spare parts is a maximum of 3 days. If no delivery time is specified, delivery will be made according to availability and in the order in which orders are received. SARL FRIO CPS also reserves the right to choose the mode of transport and the place of departure of the products ordered. Our agreed delivery times are indicative and non-binding.

2 - C: Late delivery

Due to the origin of some of its products (imported products) SARL FRIO CPS is confronted with transport, raw material and customs hazards. Although we take every precaution, delivery delays may occur.

Exceeding delivery deadlines may not give rise to damages, deductions or cancellation of orders in progress. However, in the event of formal notice to deliver, sent by registered letter with acknowledgement of receipt, which has remained unsuccessful for one month, and excluding cases of force majeure, the purchaser may terminate the contract and recover any advance payments already made, to the exclusion of all damages and interest.

The following are considered to be cases of force majeure: strikes, military and police operations, attacks, riots, transport interruptions, supply impossibilities, natural disasters, fire on the seller's premises and any other unforeseeable and irresistible event.

No penalties or damages for late, early, partial or excess delivery will be accepted.

Similarly, no penalties will be accepted for delays caused by traffic accidents, police checks or long waits on other platforms.

In the event of damage during transport, this may result in partial or total refusal of the order. This situation is not our direct responsibility, and will not give rise to penalties.

In the absence of damage formally notified to the carrier at the time of inspection of the products at the time of delivery, SARL FRIO CPS disclaims all liability for damage to warehouses and/or points of sale.

SARL FRIO CPS cannot be held responsible for goods that are stored inside its equipment and may be damaged. The buyer alone is responsible for the contents of the equipment sold by SARL FRIO CPS.

Nor can SARL FRIO CPS be held responsible for goods located on the buyer's premises.

ARTICLE 3 - PRICING CONDITIONS

Our prices are in Euros, exclusive of tax, ex warehouse (72230 ARNAGE).

All orders not covered by the warranty will be subject to a flat-rate shipping charge.

The warranty will only be accepted after the breakdown has been validated by a technician appointed by us, and under no circumstances will a telephone agreement be considered as acceptance of the warranty.

Invoices are drawn up on the basis of the tariff in force on the day of delivery.

In view of the origin of some of its products (imported products) SARL FRIO CPS reserves the right to modify its prices and these terms and conditions of sale at any time to take account of variations in exchange rates, transport costs, climatic conditions, customs duties and taxes or any other social event.

3 - A: Pricing

All product orders placed in accordance with these terms and conditions are subject to our basic price list. Our basic price list is available on written request.

SARL FRIO CPS may offer promotions on one or more models with a net invoice price.

Promotional discounts: SARL FRIO CPS must always make a prior written commitment. Promotional products may be subject to quantity limitations.

In the event of the purchase of products benefiting from a "promotion" offered by SARL FRIO CPS, our customers undertake to pass on the benefit in full to the latter. Consequently, to apply at their level, and to have applied to their own customers, the regulations in force in such cases.

Price conditions granted by SARL FRIO CPS are acquired by the customer only on condition of full payment of all invoices relating to goods ordered during the financial year. In the event of non-payment by the due date, these conditions may be cancelled.

The amount of recycling taxes invoiced by SARL FRIO CPS to its distributors may not be subject to any discount or rebate.

SARL FRIO CPS

3 - B: Terms of payment

For customers with an open account and prior acceptance of cover by our credit insurer, our invoices are payable within 30 days net. For other customers, delivery is made either on demand or in advance, at the customer's expense. The due date is calculated from the invoice date.

The purchaser chooses, with the agreement of SARL FRIO CPS, one of the methods of payment defined below for which the invoice is considered to have been paid under the following conditions:

• Draft without prior acceptance: due date indicated on invoice
• Bank cheque: on the day of receipt at our head office
• Bank transfer: value date of transfer receipt
• Payment in advance: before shipment of goods or performance of service
• Credit card: on date of payment authorization / on day of debit

Any payment made after the payment date shown on the invoice may automatically give rise to the application of late payment penalties at a rate equal to three times the legal interest rate in force on the due date. As of January 1, 2013, any debtor paying an invoice after the expiry of the payment deadline will be required to pay its creditor a flat-rate indemnity of €40 to compensate for collection costs.

And/or, the acceleration of the term and consequently the immediate payment of all the sums remaining due to SARL FRIO CPS even not due and the restitution of the goods remaining unpaid to the expenses (transport, control, etc.) and risks of the customer ;

And/or, the right, for the benefit of SARL FRIO CPS, to suspend the execution of current sales and/or to demand payment in advance for future sales until the situation has been fully settled and/or the amounts due have been set off against any sums owed on any grounds whatsoever to the defaulting debtor.

Even in the event of a dispute over the wording or content of an invoice, which may be subject to adjustment at a later date, it must be paid on the due date. The customer agrees not to offset or deduct from our sales invoices. Any invoice not contested within ten (10) days of receipt shall be deemed accepted.

In the event of a change in the legal or financial situation of an existing customer or for the first orders of a new customer, SARL FRIO CPS reserves the right to demand payment in cash or in advance and/or to require guarantees.

For customers who do not benefit from an open account or coverage by our credit insurer, payment is understood to be cash in advance or payment in advance. The fact of having benefited from a payment facility does not entail any obligation on our part to maintain it.

In the event of a payment incident, the goods will be sent to the customer in advance. The customer will be billed for the costs of this procedure.

We follow the instructions of our credit insurer: any delay in payment equal to or greater than 30 days after the due date will result in the opening of a dispute file, with associated costs for the customer.

ARTICLE 4 - SERVICES

The specific services that our customers may provide to SARL FRIO CPS must be expressly agreed in advance by means of a contract drawn up in duplicate and signed by both parties, precisely defining the nature and purpose of the services concerned, their date of execution and their amount excluding VAT (20%).

Invoices relating to these contracts must be issued once the services concerned have been fully performed and justified to SARL FRIO CPS, in accordance with article 441-7 of the French Commercial Code, and will be paid in accordance with the agreed terms. They cannot be offset against invoices relating to the sale of our products, and therefore cannot be deducted from payment of the latter.

Visits to our storage sites, administrative offices and those of our logistics or industrial partners are at the visitor's own expense, subject to acceptance by SARL FRIO CPS.

Any invoice not issued in the calendar year in which the service is provided must be issued by April 30th of the following calendar year, failing which it will be deemed lost.

ARTICLE 5 - RETENTION OF TITLE

Pursuant to French law no. 80335 of May 12, 1980, SARL FRIO CPS retains ownership of the goods sold until full payment of the purchase price.

Consequently, SARL FRIO CPS reserves the right to claim full ownership of goods sold and not yet paid for in the hands of the customer, without altering the responsibilities of the purchaser, who must bear the costs and insurance of the goods as soon as they are delivered, including the risks of damage that these products may suffer or cause for any reason whatsoever. The delivery of a title or instrument creating an obligation to pay does not constitute payment.

The customer may resell the goods in the normal course of business, but will lose this right as soon as he is no longer in a position to make the payments due.

In the event that the purchaser owes SARL FRIO CPS more than one payment, it is agreed that the payments will be applied to the oldest debts. Consequently, the purchaser expressly waives the provisions of articles 1253 to 1256 of the French Civil Code.

ARTICLE 6 - AFTER-SALES SERVICE

Our spare parts and services are guaranteed for 3 months from the date of delivery of the part or performance of the service.

Our services are guaranteed for 3 months from the date of first intervention.

Under warranty, all parts are shipped and packed free of charge.

If SARL FRIO CPS formally accepts the return of a product, the device must be returned in its original packaging and complete with instructions and accessories. In the event of a non-conforming product, it will be refused or a loss of value of 50% will be applied.

In the case of certain portable devices, or if the product under warranty is beyond repair, SARL FRIO CPS may replace the defective device with a standard exchange product.

In any case, SARL FRIO CPS, will comply with the legislation in force in France.

ARTICLE 7 - MODIFICATIONS TO THE GENERAL TERMS AND CONDITIONS OF SALE

In order to be valid and binding on SARL FRIO CPS, any amendment to these general terms and conditions of sale must be contained in a written document signed by a person expressly authorized by SARL FRIO CPS and referring to these general terms and conditions of sale.

ARTICLE 8 - JURISDICTION CLAUSE

Any dispute arising out of or in connection with these general terms and conditions of sale shall be submitted to the Commercial Court of Le Mans, to which the parties expressly assign exclusive jurisdiction.

This applies irrespective of the methods of purchase or payment provided for in these agreements, even in the event of multiple defendants or the introduction of third parties, and irrespective of the place of delivery of the goods ordered.