(January 2024 Version)

These general terms and conditions of sale constitute, in accordance with Article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties. They aim to define the conditions under which the company ARTIXIUM France, a simplified joint-stock company, registered with the Lyon Trade and Companies Register under number 804 669 919, headquartered at 112, avenue Franklin Roosevelt, 69120 VAUX-EN-VELIN ("The Supplier"), provides professional Buyers ("Buyers or Buyer") who request it, via the Supplier's website, through direct contact or via paper support, its products ("Products"). They apply without restriction or reservation to all sales concluded by the Supplier with Buyers of the same category, regardless of any clauses that may appear on the Buyer's documents, including its general terms of purchase. In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Buyer who requests them, to enable them to place an order with the Supplier. They are also communicated to any distributor prior to the conclusion of a single agreement referred to in Articles L 441-3 and following of the Commercial Code, within the legal deadlines. Any order for Products implies, on the part of the Buyer, acceptance of these General Terms and Conditions of Sale of the Supplier. The information appearing in the Supplier's catalogs, brochures, and price lists is given for information purposes only and may be revised at any time. The Supplier is entitled to make any modifications to them that it deems useful. The Supplier reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Buyer, by establishing Special Sales Conditions.

I. – ORDER

1.1. The Buyer requests a quote from the Supplier for the realization of its project. The Supplier sends the Buyer a technical proposal and an order form. Sales are only concluded after the express and written acceptance by the Buyer of the technical proposal and the signing of the order form. The Supplier has means of ordering (including acceptance and confirmation) electronically on the website https://cp.artixium.com/, allowing the Buyer to order the products under the best conditions of convenience and speed. For orders placed exclusively on the internet, the recording of an order on the Supplier's website is carried out when the Buyer accepts these General Terms and Conditions of Sale by checking the box provided for this purpose and validates their order. This validation implies acceptance of all these General Terms and Conditions of Sale and constitutes proof of the sales contract. The order acknowledgment and acceptance are confirmed by sending an email. The data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Buyer.

1.2. Any modifications requested by the Buyer can only be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, if they are notified prior to shipment, after the Buyer has signed a specific order form and any necessary price adjustment.

II. – DELIVERY

The Supplier undertakes to ensure that the Products delivered are fully compliant with the Order, with the rules of the art, legal and regulatory obligations, and French and European standards in force. The Supplier is responsible for any lack of conformity existing at the time of delivery of the Products. The Supplier will deliver the Products to the Customer according to the terms defined in the corresponding Orders. The indicative delivery timeframes are indicated when ordering and depend on the delivery method chosen by the Buyer. The indicative delivery time excludes Saturdays, Sundays, and public holidays. The Buyer can track the delivery through the platform https://cp.artixium.com/. The timeframe is not a strict deadline, and the Supplier cannot be held liable to the Buyer in case of delivery delays. The Supplier's liability cannot under any circumstances be engaged in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure. If delivery is delayed or made impossible due to the Buyer or due to an omission on its part, any additional costs and expenses incurred (including storage) will be borne by the Buyer. The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly made by the Buyer upon delivery, the Products delivered by the Supplier will be deemed to be in conformity in terms of quantity and quality with the order. The Buyer will have a period of 2 clear days from delivery and receipt of the ordered products to make, in writing, such reservations with the Supplier. No claim will be validly accepted in case of non-compliance with these formalities by the Buyer. In the event of apparent defect or non-conformity of the products delivered to the ordered products noted by the Buyer, the Company undertakes to replace the products delivered with new products identical to the original order. It is expressly agreed that LED type products / module cabinets are considered compliant upon delivery if they have less than 50 defective pixels per million (PPM) at the first lighting.

III. – TRANSFER OF RISK AND OWNERSHIP

The transfer of risk of loss and damage will take place upon delivery of the Products to the Buyer, who will assume responsibility for the risks of any kind associated with the Products delivered. The transfer of ownership of the Products will only take place upon full payment of their price by the Buyer, regardless of the delivery date of the Products. In case of non-payment of the price by the due date, the Supplier may demand the immediate return of the Products delivered at the expense and risk of the Buyer. These provisions do not prevent the transfer to the Buyer, upon delivery, of the risks of loss and deterioration of the Products as well as any damage they may cause.

IV. – PRICES AND PAYMENT CONDITIONS

4.1. The prices of the Products are those in force on the day of the order. They are firm and non-revisable during their period of validity, as indicated on the Supplier's website. The prices of the Products indicated on the Supplier's website are in euros and excluding taxes (VAT and other applicable taxes). They do not include shipping costs, which are invoiced in addition to the price of the Products purchased according to the total amount of the order. The Buyer will be informed of these costs before validating the order. Payment of the full price must be made when ordering by the Buyer, according to the terms and conditions indicated on the website https://cp.artixium.com/.

4.2. In the event of late payment, the Buyer will be liable, as of right and without prior notice, for the payment of a late penalty calculated at the rate of three times the legal interest rate. The legal interest rate used is that in force on the day of invoicing of the Products. This penalty is calculated on the amount inclusive of taxes of the sum remaining due, and runs from the due date of the price without any prior notice being required.

V. – GUARANTEES

5.1. The Supplier guarantees the conformity of the Products with the contractual specifications established by the Parties. The warranty does not cover defects caused by external causes or by misuse by the Buyer. In the event of a defect covered by the guarantee, the Buyer may return the Product to the Supplier who will replace or repair it at its expense. The Supplier undertakes to implement all means to provide the Buyer with a satisfactory result. The warranty does not cover replacement costs or labor costs associated with the replacement of Products. This warranty covers the replacement of Products recognized as defective by the Supplier, but not the additional costs, in particular those related to the transport of the Products, which are the sole responsibility of the Buyer. This warranty does not cover the normal wear and tear of the Products, modifications, or repairs carried out without the prior agreement of the Supplier, improper storage or handling, or the non-compliance with the Supplier's recommendations. The warranty period starts from the delivery of the Products to the Buyer. The warranty is limited to a period of one year from the delivery date of the Products. The warranty covers the replacement or repair of the Products recognized as defective by the Supplier, to the exclusion of any compensation for damage of any kind, whether material or immaterial. The Buyer acknowledges having been informed that the responsibility of the Supplier cannot be sought in the event of unsatisfactory results due to the use of unsuitable materials, inappropriate application conditions, or other uses not conforming to standard usage practices. The Supplier's liability is also excluded in the event of unsatisfactory results due to defects or deterioration in the Buyer's support or intervention of a third party not approved by the Supplier. The guarantee is excluded in the event of force majeure or events beyond the control of the Supplier, such as, but not limited to, acts of vandalism, natural disasters, acts of war, terrorism, strikes, or lockouts.

VI. – INTELLECTUAL PROPERTY

6.1. The Supplier remains the owner of all intellectual property rights attached to the Products sold. The Buyer is prohibited from infringing the intellectual property rights of the Supplier, including by reproducing, exploiting, or using any element of the Products, except with the prior express written consent of the Supplier. The Supplier grants the Buyer a non-exclusive, non-transferable license to use the intellectual property rights attached to the Products, for the duration of the commercial relationship between the Parties, solely for the purpose of using the Products in accordance with their intended use. Any use by the Buyer of the intellectual property rights attached to the Products outside the scope of this license constitutes an act of infringement sanctioned by law.

VII. – LIABILITY

7.1. The Supplier's liability cannot be engaged in the event of non-performance or improper performance of the sales contract due, either to the Buyer, or to an unforeseeable and insurmountable act of a third party to the contract, or to a case of force majeure. In any event, the Supplier's liability is limited to the direct, personal, and certain damage suffered by the Buyer and linked to the contractual obligations that are the subject of these General Terms and Conditions of Sale. The Supplier cannot be held liable for any indirect damage such as loss of profit, commercial loss, loss of opportunity, or damage to reputation. The Supplier cannot be held liable for the consequences resulting from the use of the Products sold, or for the Buyer's failure to comply with the Supplier's instructions or recommendations.

VIII. – TERMINATION

8.1. In the event of non-performance by one of the Parties of any of its obligations under these General Terms and Conditions of Sale, the other Party may terminate the contract as of right, without prejudice to any damages that it may claim.

IX. – APPLICABLE LAW AND JURISDICTION

9.1. These General Terms and Conditions of Sale are subject to French law. Any dispute concerning their interpretation and/or execution will be subject to the exclusive jurisdiction of the competent courts of Lyon, France.

X. – MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

10.1. The Supplier reserves the right to modify these General Terms and Conditions of Sale at any time. The Buyer will be informed of these modifications as soon as they are made. These modifications are deemed to be accepted without reservation by any Buyer who places an order after their publication. These modifications prevail over any other version or any other contradictory document.

XI. – PERSONAL DATA

11.1. The Supplier collects personal data concerning Buyers, in particular during the creation of the Buyer's account on the website https://cp.artixium.com/ and during the processing of orders. This data processing is carried out in compliance with the regulations in force concerning the protection of personal data. The Supplier undertakes to take all necessary measures to ensure the security and confidentiality of this data.

XII. – MISCELLANEOUS PROVISIONS

12.1. The fact that one of the Parties does not claim a breach by the other Party of any of the obligations referred to in these General Terms and Conditions of Sale cannot be interpreted for the future as a waiver of the obligation in question.

12.2. If any provision of these General Terms and Conditions of Sale is declared null and void by a court decision, the other provisions will remain in full force and effect.