Conditions Générales de Vente OBSAM En (GTCS)

GENERAL TERMS AND CONDITIONS OF SALE (GTCS)

OBSAM is a French simplified joint-stock company (SAS) with a share capital of €15,879.00, registered with the Saint-Malo Trade and Companies Register under number 817 448 558,
with its registered office at 119, rue de Brest, 22100 Dinan, France, represented by Ms. Nathalie BARAT VANDAMME (the “Seller”).
The Seller’s VAT number is FR28817448558.

1. SCOPE

These General Terms and Conditions of Sale (the “General Terms”) apply to the sale of physical products and/or monitoring data and obsolescence management solutions marketed
by the Seller (the “Products”) to any professional client acting within the scope of its business and wishing to benefit from them (the “Client”). The General Terms set forth, in particular,
the conditions of purchase, payment, and delivery of the Products ordered by the Client. The Client may refer to the description of each Product provided in the Seller’s quotations to
understand its characteristics.
Placing an order for Products constitutes the Client’s prior, unconditional, and full acceptance of the General Terms, of which the Client acknowledges having taken note. This condition
is indicated on the Seller’s quotation. The General Terms apply notwithstanding any contrary provision in documents issued by the Client, including its own general terms of purchase.
The General Terms apply subject to any contrary provision specified in the order form or in any specific terms that may have been agreed between the Seller and the Client.

2. PRODUCTS AND AVAILABILITY

The price and essential characteristics of each Product are described in the Seller’s quotation and issued, as applicable, by the Seller or its suppliers. Descriptions may include indications,
photographs, and graphics provided for illustrative purposes only and may be modified/updated by the Seller.
The Products offered comply with French law and applicable European CE standards at the time of order placement. The Seller’s presentation of Products in its quotation does not
constitute an obligation to market them, particularly in

3. ORDERS

3.1 Placing an Order
Any Client wishing to place an order with the Seller must complete and sign an order form summarizing, in particular, the essential characteristics of the ordered Product(s), the total
price, payment terms, indicative delivery time or duration, any delivery restrictions, and an order tracking number.
For the sale of physical Products manufactured on the Client’s special order, the order must be preceded by a detailed quotation valid for 30 days from its creation date, specifying the
price or the method of calculating the price, whose acceptance and signature by the Client then constitute an order.
Order confirmation occurs upon signature of the order form by the Seller or upon sending a confirmation email and/or acknowledgment of receipt, making the order firm and final. No
order may be modified or canceled without the prior written consent of the Seller.
In case of cancellation by the Client of a confirmed order, for any reason and without prejudice to any additional damages: any deposit paid by the Client at the time of the order will
remain the property of the Seller and will not be refunded; or an amount equal to 30% of the total pre-tax price of the Products will be due to the Seller and invoiced to the Client.

3.2 Order Verification
Each Client guarantees the truthfulness and accuracy of the information provided for their order and agrees to notify the Seller of any changes. To prevent fraud, the Seller or its
payment/delivery service providers may request additional documentation from the Client (e.g., proof of residence, company registration extract, ID copy) or contact them at the time
of order acceptance and/or shipment.
If the Client unjustifiably refuses to provide the requested information or documentation, the Seller reserves the right to refuse or cancel the order without any recourse by the Client.
The Seller may also refuse or cancel orders from any Client providing incorrect information, failing to pay for Product

4. PRICING CONDITIONS

Products are sold at the Seller’s price in effect on the date the order form is signed, expressed in euros, excluding taxes and fees. Prices are firm and non-revisable during their validity
period, with the parties expressly waiving the provisions of Article 1195 of the French Civil Code.
Any shipping, delivery, order handling (freight, packaging, parcel preparation, optional services), and other fees, interest, and commissions are indicated on the order form and
determined based on the delivery location, method, Product type, and quantity.
Any special request from the Client after signing the order form that generates additional costs (additional service, packaging, transport, etc.) will be invoiced to the Client. If physical
Products are not received by the Client and must be re-shipped, additional processing, shipping, and delivery fees may be charged under the same conditions as the order form.
The Seller reserves the right to modify prices at any time for Products ordered after the change. Discounts, rebates, or reductions may apply as provided in the Seller’s catalog or other
documents provided to the Client.
For promotional pricing, the Seller will apply the promotion rate to all orders placed during the promotion period. Any change in pricing due to VAT increases or new taxes based on
Product price will be applied automatically.
A flat fee of €400 will be charged for any database exceeding 1,000 references, regardless of the number, if compliance work according to the received template is required.
In the case of duplicates detected during integration, the Client has 2 weeks to replace or remove them. After this period, investigations will be sent as-is, including duplicates.
If fields are missing, investigations will start only if they affect less than 15% of the Products.
For references labeled “unknown” by manufacturers, these will be sent to the Client with the status “awaiting Client feedback” so the Seller can obtain the correct manufacturer status.
An acceptable deadline (1 month before order closure) must be respected; otherwise, “awaiting Client feedback” references will be invoiced at order closure.
Data must be received by the Seller within one month of order and/or contract receipt and acknowledgment of receipt (ARC) to ensure agreed timelines and harmonize workload
planning. Otherwise, a 50% deposit will be required to cover workload shifts, and deadlines will be adjusted accordingly

5. INVOICING AND PAYMENT TERMS

Products are invoiced, and the total price is due in a single payment within the period indicated in the Seller’s quotation. Payment is made by bank transfer, direct debit, check from a
French bank, or other agreed methods in the order form.
The Client must notify the Seller of any change in banking details. Failure to do so will result in the Client being charged for returned payment fees. For payment by bill of exchange or
accepted draft, payment must reach the Seller within 15 days of delivery. Late payment will be treated as default. No early payment discount applies.
Payments cannot be suspended or offset without the Seller’s prior written consent. Any unilateral deduction or offset by the Client will be treated as default and result in late payment
penalties.
The Client is deemed to be formally notified to pay upon the mere exigibility of the obligation, pursuant to Article 1344 of the Civil Code.
In case of late payment, the Seller may: demand immediate payment of all amounts due; refuse new orders or require upfront payment or guarantees; apply partial payments first to
non-priority debts; suspend or cancel ongoing orders 30 days after a formal notice; apply late payment penalties from the first day; and/or charge €40 collection fees per late invoice
and 10% of the remaining due sums.
The Seller may offset any amounts owed to the Client against debts owed by the Client to the Seller.

6. DELIVERY OF PRODUCTS

6.1 Delivery
Delivery will only occur once payment has been made as per Article 5. Products may be delivered to Metropolitan France, French overseas departments/territories, EU member
countries, and non-EU countries, excluding embargoed or restricted destinations.
Upon confirmation of order and payment, Products will be shipped as per the order form. The Client must ensure proper receipt. Any costs for re-delivery due to Client errors will be
borne by the Client.
Delivery times are indicative and based on Product availability and Seller’s partners’ schedules. Reasonable delays do not entitle the Client to cancel or claim damages. For delays
exceeding 30 days, the Client may request order cancellation, and deposits will be refunded. For deliveries outside Metropolitan France, the Client is considered the importer and must
comply with local regulations, including customs inspections.

6.2 Delivery Compliance
The Client must check quantity and condition upon delivery. Non-compliant or damaged Products will be taken back by the Seller. For data or obsolescence solutions, corrections will
be made within 30 days.
Any defects or discrepancies must be documented in writing on the delivery note and/or Acceptance Reports (PVA). Claims must be confirmed to the Seller within 15 days by registered
mail or email. Return shipping costs are borne by the Client unless the Seller is solely responsible.

7. OWNERSHIP AND RISKS

7.1 Retention of Title
Ownership of Products is retained by the Seller until full payment. Accepting deliveries constitutes acceptance of this clause. Non-payment allows the Seller to reclaim Products after
formal notice. The Client may not pledge, exchange, or transfer Products until payment.
The Client may resell Products in the ordinary course of business but must notify its clients of the retention-of-title clause. The Client must permanently identify reserved Products in
its accounts.

7.2 Risk Transfer
Risks transfer to the Client upon delivery to the carrier or collection by the Client. The Client must insure against loss, destruction, or theft.

8. WARRANTY

Returns for defective Products require the Seller’s prior written consent. Costs and risks of return are borne by the Client unless the Seller is solely responsible. Defective physical
Products may be repaired, replaced, or refunded, except in cases of misuse, external causes, normal wear, or non-compliance with return procedures. Disputes over warranty must
first attempt amicable resolution.

9. LIABILITY

The Seller is not liable for non-performance due to the Client, third-party unforeseeable events, or force majeure (Art. 1218 Civil Code), including strikes, factory closures, floods, wars,
pandemics, or supply chain disruptions. The Seller is not liable for indirect or immaterial damages, such as financial loss, lost profits, or reputational harm. Maximum liability is limited
to the Product purchase price. Legal action must be brought within one (1) year of knowledge of the damage.

10. INTELLECTUAL PROPERTY

The Seller may hold intellectual property rights, including its BOREAL software. The Client must notify the Seller immediately of any suspected infringement

11. DURATION – TERMINATION

These General Terms apply for the duration of each sale or specific agreement. Either party may terminate in cases of force majeure or material breach not remedied within fifteen
(15) days of written notice.

12. PERSONAL DATA

12.1 Nature of Personal Data
The Seller collects only relevant, necessary personal data. Sensitive data, such as racial or ethnic origin, political, philosophical, or religious opinions, will not be requested.

12.2 Purpose of Processing
Data is used to complete sales, process payments, ensure security, comply with legal obligations, and manage commercial relationships, including statistical analysis and market studies.

12.3 Retention, Security, and Confidentiality
Data is stored securely and retained only as long as necessary for the purposes above. The Seller will implement technical and organizational measures to protect data but cannot
guarantee absolute security. Data may be disclosed to authorities when legally required.

12.5 Client Rights
Under GDPR, the Client has rights to access, correct, delete, restrict processing, withdraw consent, decide post-mortem data fate, and data portability. Requests must include proof of
identity.

13. CONFIDENTIALITY

Both parties must keep confidential any information, documents, or data obtained in the course of the contractual relationship, including BOREAL software. This obligation lasts during
the contract and for two (2) years after its termination.

14. NOTICES

Notices must be sent by hand delivery, courier with receipt, registered mail with acknowledgment, or email. Changes in contact details must be communicated.

15. SEVERABILITY AND NO WAIVER

If any provision is declared null or unenforceable, it is severed, and other provisions remain in force. Failure to enforce a provision does not constitute a waiver.