General Terms and Conditions of Sale General Warranty Conditions

1. Purpose and scope

These general terms and conditions of sale (the "GTC") apply, without restriction or reservation, to all sales of products (the "Products") concluded between Tivoly SA, 266 route Portes de Tarentaise, 73790 Tours-en-Savoie – Trade & Companies Register No. 076 120 021 (the "Company") and any professional, within the meaning of the introductory article of the French Consumer Code (the "Customer"), whatever the channel used to place the order. They expressly exclude any sale to a consumer or to a non-professional person. They constitute the sole basis of the commercial relationship between the Company and the Customer. Any purchasing terms or any other document issued by the Customer shall not apply, unless previously, expressly and in writing accepted by the Company.

The Company reserves the right to modify the GTC at any time. However, the applicable GTC are those in force on the day the order is placed by the Customer.

In accordance with the regulatory obligations in force, the Company is registered with the eco-organisations under the following numbers: CITEO (Paper Packaging): FR210656_01ZCIC, Ecomobilier (DIY and Garden items): FR232456_14DPBF, Ecologic (WEEE): FR003660_05N1RB.

2. Contractual structure

The GTC comprise the main body of the GTC; its appendices, and in particular the "Internet Charter", the warranty conditions, and a price list that may be sent separately to the Customer.

3. Products

The Products comply with the regulations applicable within the European Union, in particular with regard to manufacturing, labelling and safety. Any export of the Products outside the European Union is carried out at the Customer's own risk, the Customer remaining solely responsible for compliance with the local regulations applicable in the country of destination.

Before placing an order, the Customer shall verify that the Products correspond to its needs or intended uses, and shall ensure compliance with the specific requirements to which certain Products may be subject depending on their nature or use, in particular those arising from the regulations applicable to its business sector. The Company does not warrant that the Products will meet specific objectives.

The Company reserves the right to make minor or technical modifications to the Products at any time. It also reserves the right to discontinue the marketing of any Product at any time, without notice. The Customer acknowledges that such changes may affect the references or presentation of the Products, without giving rise to any claim or compensation.

Where the Products are subject to a repairability or durability index, the Company provides the required information in accordance with the regulations in force. The technical documentation indicates, where applicable, the availability of spare parts.

4. Prices

The Company sends the price list to the Customer. It may update it at any time, provided it informs the Customer within a reasonable time.

Prices are stated exclusive of tax. Additional charges may apply, in particular for transport, specific packaging, particular conditioning or any other ancillary service. These charges are specified in an appendix or in the commercial offer sent to the Customer.

When the Company modifies its prices, these new prices automatically apply to any order placed after they come into force.

5. Account opening

In order to place orders, the Customer must hold an account opened with the Company. To this end, it provides the Company with the information required for its identification and for verifying its professional status. The Company reserves the right to refuse to open an account if this information does not meet its requirements. As long as the account opening has not been validated, no order can be accepted.

6. Placing orders

The Customer sends its orders to the Company in writing, in accordance with the terms agreed between the Parties, and must include the information necessary for their processing: Product references, quantities, delivery address, desired date, order number, etc.

The Company may make the registration or delivery of an order subject to compliance with a minimum order value or to the application of additional charges when this minimum is not reached.

The order becomes firm and final, and the contract is deemed formed, upon its written confirmation or the start of its performance by the Company. The Customer may neither modify nor cancel it, except with the express written agreement of the Company, which may be subject to certain conditions, in particular the reimbursement of costs incurred, the payment of specific fees or a modification of the initially agreed delivery times. In addition, any deposit already paid shall remain acquired by the Company.

The Company reserves the right to refuse any order and to suspend any order that does not comply with the contractual conditions, in the event of a breach by the Customer of its obligations, or when the amount or quantity ordered appears to it insufficient in view of its logistical or economic constraints. In such a case, the Company informs the Customer as soon as possible.

In the event of an order for Products requiring special manufacturing, the Company reserves the right to deliver and invoice within +/- 10% (or +/- 2 pieces for orders of fewer than 10 pieces) of the quantities ordered.

Customised Products, made to measure or configured according to the Customer's specifications, may neither be taken back nor reallocated.

7. General delivery conditions

Unless otherwise stipulated, delivery of the Products is made Ex Works (Incoterms 2020 ICC), when the Company makes the Products available to the Customer at its warehouses or at another agreed location. If no reception slot is available at the time the Products are made available or delivered due to the Customer, the Company may arrange a new delivery, which will then be subject to additional invoicing.

A flat preparation or logistics handling fee may be charged to the Customer, in particular when the order amount is below a threshold defined by the Company.

The Company may make partial deliveries, which entail no modification of the payment terms and no right of refusal or set-off on the part of the Customer.

Delivery times are given for information only. The Company cannot be held liable for a delay in delivery, and the Customer may in no case cancel an order, nor claim any compensation, penalty or indemnity on account of a delay.

8. Specific logistical constraints

The Customer undertakes to accept the shipping times and terms provided by the Company, in particular with regard to packaging formats (full carton, pallet, mandatory multiples, etc.).

In the event of temporary logistical overload, supply tensions or cyclical circumstances that occasionally disrupt the supply chain, the Company will endeavour to inform the Customer as soon as possible. These events, although not necessarily constituting a case of force majeure, constitute external circumstances within the meaning of the GTC. They cannot justify the cancellation of an order by the Customer, nor engage the Company's liability.

No logistical penalty may apply without the prior written agreement of the Company.

9. Transfer of risk

The transfer of risk takes place in accordance with the EX WORKS 2020 Incoterm. The risks that the Products may suffer or cause are transferred to the Customer as soon as the Products are made available for their transport, including in the case of carriage-paid delivery.

The Customer must take out insurance covering the risks relating to the Products from the transfer of the risk of the Products until full payment of their price.

Where the Company exceptionally intervenes in organising transport on behalf of the Customer, it acts exclusively as agent. This one-off intervention in no way alters the rules for the transfer of risk defined by the applicable Incoterm or, failing that, by the GTC.

10. Receipt of the Products

The Customer must inspect the Products at the time of delivery, immediately note on the transport receipt any claim concerning an apparent defect or an obvious non-conformity affecting the Products or the order (e.g. wrong reference, wrong quantity, condition not compliant with the order) and confirm them in writing, together with all relevant supporting documents, sent by registered letter within three (3) calendar days; failing which, the Products will be deemed compliant.

The Customer must allow the Company to ascertain the alleged defects, either by any useful means (photos, videos), or by facilitating access to the Products concerned, or by arranging their return for verification, at the express request or with the prior written agreement of the Company.

In the event of an accepted return, the Customer must return the Products in their original condition, in suitable packaging, at its own expense, unless otherwise stipulated in the return agreement. The Company will refuse any unauthorised return and will return the Products at the Customer's expense.

In the event of proven non-conformity, the Company will replace the non-compliant Product(s) according to its available stock. Where it is impossible to replace the Products, the Company will grant a credit note for the non-compliant Products only, to the exclusion of any indemnity.

11. Invoicing and payment terms

Invoices are payable no later than the 30th day following the date of issue of the said invoice. Deposit invoices are payable on receipt.

The Company reserves the right to set an outstanding credit limit beyond which cash payment may be required.

The Customer shall refrain from making any deduction, set-off or application of a penalty, for whatever reason, without the prior written agreement of the Company. Any deduction made unilaterally shall be deemed to constitute a payment default within the meaning hereof, justifying the application of the corresponding penalties.

The Company reserves the right to require a deposit or a guarantee in the event of a first order or a change of circumstances.

Any early payment is made without discount, unless expressly agreed by the Company.

Any claim relating to invoicing must be made in writing to the Company's sales department within a maximum period of 30 days from the date of issue of the invoice concerned.

In the event of an order placed by a purchasing group acting on behalf of its members, the group is deemed to be the agent of the members and undertakes in this capacity to pay the invoices under the agreed conditions and to comply with all the obligations set out in the GTC on behalf of its members. In the event of default by the group, the Company reserves the right to claim payment directly from the members concerned.

12. Payment default

In the event of late payment, the Company applies, automatically and without prior reminder: late-payment penalties calculated on the basis of the half-yearly key rate of the European Central Bank (ECB), increased by ten (10) points; a flat-rate indemnity of forty (40) euros for recovery costs; and, where applicable, additional compensation if the costs incurred are higher.

The Company may also, without prejudice to its other rights, take the following actions after a formal notice has remained unsuccessful for a period of eight (8) days:

• suspend any order or delivery in progress, and refuse any new delivery as long as the sums due are not paid;
• demand immediate payment of all sums due or falling due;
• terminate the sales concerned, including where they relate to orders being processed; and enforce any contractual guarantee or security.

The Customer may in no case defer a payment by invoking a claim or a dispute relating to the Products or the invoices.

13. Retention of title

The Company retains ownership of the delivered Products until full payment of the price, in principal and ancillary costs. This retention of title does not prevent the risks from being transferred in accordance with the provisions of these GTC.

As long as full payment has not been made, the Customer shall refrain from assigning, pledging, transforming or using the Products. It must keep them in good condition, store them in such a way that they can be identified as belonging to the Company, and keep them physically separate from other goods. In the event of non-payment, these Products are presumed to correspond to those unpaid, unless proven otherwise.

In the event of payment default, the Company may reclaim the Products at any time, at the Customer's expense and risk. The remittance of a bill of exchange or any other payment instrument does not constitute payment as long as the funds have not actually been collected.

In the event of resale, the Customer undertakes to inform the Company immediately. The Company may claim the price from the sub-purchaser up to the limit of its claim. Resale is only authorised on condition that it does not entail any pledge or lien. The Customer must also inform the Company without delay in the event of seizure or insolvency proceedings.

14. Warranty

The Customer must report in writing any hidden defect (i.e. a defect not apparent at the time of delivery, rendering the Product unfit for its intended use, or so reducing that use that the Customer would not have acquired it, or would have paid a lower price, had it known of them) within a maximum period of one (1) month from its discovery, providing any evidence justifying the existence of the defect (photos, technical reports, batch number). Any request made beyond a period of two (2) months following delivery may be refused.

This warranty gives rise to the repair or replacement, at the Company's choice, of the Products concerned, to the exclusion of any other form of compensation.

The Company may grant the consumer a commercial warranty for certain Products, under the conditions set out in an appendix.

This contractual warranty specifies the coverage period, the terms of handling (repair, replacement or refund), as well as the applicable exclusions. Any particular provision applicable to a Product or category of Products appears in an appendix, in particular where a structured after-sales process is set up.

No warranty may be enforced in the event of use not compliant with the contractual specifications or technical recommendations, a storage or maintenance defect, normal wear or deterioration due to time, or an unauthorised transformation, modification or repair by the Company.

No return may be made without having obtained the prior written agreement of the Company. The Customer must arrange the return of the Products at its own expense, unless otherwise stipulated, and hand them over to the Company in the condition in which they were delivered, together with all accessories, instructions and original packaging supplied by the Company. For the enforcement of the commercial warranty, the returned product must also be accompanied by proof of purchase and a detailed description of the defect observed.

15. Sale of the Products

The Customer markets the Products online in strict compliance with the Internet charter provided by the Company and appended to the GTC.

The Customer also undertakes to:

• freely determine its resale prices, while taking care to preserve the image of quality and price consistency of the Products on its distribution channel;
• not distort the image or positioning of the Products, in particular through unfair communication practices;
• not carry out promotional operations likely to harm the brand image or to create confusion with competing products; any commercial communication or promotional operation involving the use of the brand or of visuals not supplied by the Company must be submitted for its prior written authorisation;
• not purchase any keywords, online advertising campaigns or natural or paid referencing (such as Google Ads, SEO/SEA) including the Company's brands, their variations, or any term likely to create confusion with them, except with prior written authorisation;
• not create, from third-party sites (comparison sites, blogs, marketplaces, etc.), any hyperlink to the pages presenting the Products, except with prior written authorisation;
• not market products imitating or counterfeiting the Products, nor contribute, directly or indirectly, to their distribution;
• inform the Company without delay of any difficulty or action likely to affect the distribution or image of the Products.

The Company reserves the right to carry out any control, finding or audit, to suspend deliveries, or to terminate the contract in the event of failure to comply with the obligations set out in this clause.

16. Advertising materials and loan of equipment

The Company may make available to the Customer, on a temporary or permanent basis, advertising materials, promotional tools or display equipment. Any promotional operation or advertising outside this framework requires the prior written agreement of the Company.

The Customer undertakes to:

• use these materials exclusively for the Company's Products and in accordance with its instructions;
• not modify, alter or repackage the Products or their packaging, including for advertising or commercial purposes, without written authorisation;
• return any lent equipment on first request, in good condition, or bear the costs of replacement or restoration;
• assume full responsibility for any loss, deterioration or non-compliant use of the materials made available.

The Company reserves the right to invoice certain specific materials or equipment, to take back the supplied equipment at any time, and to control the use made of its materials, including through findings or audits.

Any breach of the above rules may result in the suspension of deliveries, the immediate return of the materials, and the initiation of any action necessary to stop the disturbance and to compensate for the loss.

17. Intellectual property

The Company remains the sole holder of all intellectual and industrial property rights relating to the Products, their design, their names, their visuals, their plans, their packaging, as well as all technical, commercial and promotional documents, studies or projects handed over to the Customer, even if these were developed in consultation with the Customer or at its request, including in the event of financial participation by the Customer.

No assignment or grant of rights is granted under these GTC.

The Customer shall refrain from any reproduction, representation, distribution, modification, adaptation, distortion, translation or use of the Company's brands, logos, documents, concepts, visuals, tools or materials, without specific prior written authorisation.

Any authorised use remains strictly limited to the promotion of the Products under the conditions defined by the Company, for the duration and scope expressly agreed, and must not be likely to create confusion with the Company's distinctive signs, its brands or its Products.

The Company reserves the right to verify, by any means, at any time and without notice, compliance with the above obligations. In the event of non-compliance, it may suspend any delivery in progress, demand the immediate cessation of the unlawful acts, and initiate any action to stop the infringement of its rights and obtain compensation.

18. Protection of personal data

The Company processes personal data within the framework of the commercial relationship with the Customer. The data likely to be collected are strictly necessary for the execution of orders and the management of the commercial relationship: surname, first name, position, email address, business telephone, delivery and billing address.

Personal data are used exclusively for the following purposes: processing and monitoring of orders, accounting management, communication with the Customer, and compliance with legal and regulatory obligations.

The Company acts as data controller and undertakes to comply with the applicable legislation, in particular Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. The data are kept for the period strictly necessary for the purposes of the processing, plus the legal limitation periods.

The Customer may exercise its rights of access, rectification, erasure, objection, restriction and portability by sending its request to the Company's usual contact address. It may also lodge a complaint with the CNIL (French data protection authority).

19. Liability

The Company's liability may only be engaged, within the framework of the commercial relationship, in the event of proven fault, and only for direct, material and certain damage suffered by the Customer.

The following are in particular considered as indirect damage excluded from any compensation: loss of operations, loss of turnover, loss of clientele, commercial or economic loss, or damage to image.

The Company's liability is, for all triggering events combined, strictly limited to the amount excluding tax actually collected in respect of the order concerned. This limitation of liability does not apply in the event of gross negligence or wilful misconduct by the Company.

Any liability action must be brought within a maximum period of one (1) year from the delivery of the Products.

20. Insurance

The Customer undertakes to maintain, throughout the duration of the commercial relationship, professional civil liability insurance covering the risks associated with the use, sale or distribution of the Products.

The Company declares that it holds professional civil liability insurance covering the damage that may result from the performance of the contract, the references of which may be communicated on written request.

21. Force majeure

Neither party may be held liable for a breach of its contractual obligations if this breach results from an event beyond its reasonable control, which could not have been reasonably foreseen at the time the contract was concluded, and the effects of which cannot be avoided by appropriate measures, in accordance with Article 1218 of the French Civil Code.

The following are in particular considered as cases of force majeure: natural disasters, fires, floods, pandemics or generalised epidemics recognised as such by the health authorities, acts of terrorism, armed conflicts, large-scale social conflicts, major blockages of means of transport or supply, network or energy outages affecting an extensive territory, lasting interruptions of telecommunications networks, administrative decisions prohibiting the activity or access to certain areas, as well as any other event of an external, irresistible and unforeseeable nature within the meaning of French case law.

In practice, force majeure situations may in particular result in the impossibility for the Company to manufacture the Products (e.g. total factory closure imposed by administrative decision, massive unavailability of personnel linked to a generalised lockdown, critical and simultaneous supply disruption).

They may also prevent their delivery in the event of exceptional and unforeseeable measures such as national border closures, general traffic bans or systematic transport blockages across a territory. In such cases, and provided that the criteria of force majeure are met, the Company may suspend or, where applicable, terminate the orders concerned without engaging its liability, in accordance with the provisions below.

The party invoking a case of force majeure must inform the other party in writing as soon as possible, specifying the nature of the event, its foreseeable duration and the concrete consequences on the performance of its contractual obligations, in particular in the event of the impossibility of producing or delivering the Products.

Throughout the duration of the impediment, the affected obligations are suspended automatically, without liability or compensation. They resume automatically as soon as the event ceases, unless the parties agree on specific arrangements.

If the suspension exceeds thirty (30) calendar days, each party may, by written notification, either extend the suspension for a determined period, or automatically terminate the orders concerned, without indemnity on either side.

22. Exonerating external circumstances

Without constituting a case of force majeure in the strict sense, any circumstance external to the Company, beyond its control, whether foreseeable or not, significantly affecting the organisation of production, supplies, shipments or logistics, and disrupting deliveries, will also be considered as an exonerating cause of liability.

These circumstances include in particular: exceptional tensions on raw materials, shortages of components or energy, isolated technical incidents not totally paralysing the activity, occasional supply disruptions at suppliers or carriers, restrictive administrative measures specific to a territory or a sector without a general prohibition, blockages or difficulties of access to warehouses or logistics sites, unforeseen activity peaks linked to a sudden imbalance in demand, as well as any event seriously disrupting the supply chain without constituting a case of force majeure within the meaning of the Civil Code.

These events, although not meeting the strict criteria of force majeure, constitute objective impediments to performance that exonerate the Company from any contractual or indemnity liability and from any penalty. These circumstances may justify delays or adaptations without engaging the Company's liability, but may not result in the cancellation of the orders concerned, except by express agreement between the parties.

23. Cross-cutting clauses

Partial nullity

If any of the provisions of the GTC were to be declared null, illegal or inapplicable by a court decision or under a mandatory legal or regulatory provision, this nullity will in no way affect the validity of the other provisions, which will remain fully applicable.

Confidentiality

Each party undertakes to keep strictly confidential all information, documents, data, know-how, plans, studies, and generally all elements of a technical, commercial or financial nature, communicated by the other party within the framework of the performance of the GTC.

This obligation will survive for a period of five (5) years from the end of the contractual relationship, unless otherwise stipulated or agreed. The Customer guarantees compliance with this obligation by its employees, subcontractors and any partners.

Information that has fallen into the public domain other than through the fault of the receiving party, known to the receiving party before its communication, or legitimately obtained from a third party not subject to a confidentiality obligation, is not considered confidential.

Commercial references

Unless the Customer objects in writing beforehand, the Company reserves the right to mention the name, logo and a brief presentation of the project carried out for the Customer as a commercial reference on its communication materials (website, brochures, trade fairs, etc.).

No waiver

The fact that the Company does not avail itself, at a given time, of any of the provisions of these GTC shall not be interpreted as a waiver of its right to avail itself thereof at a later date.

24. Applicable law and competent jurisdiction

The GTC are governed by French law.

Any dispute relating to the formation, validity, interpretation or performance of these terms shall fall within the exclusive jurisdiction of the courts located within the jurisdiction of the Court of Appeal on which the Company's registered office depends, notwithstanding multiple defendants or third-party proceedings.

APPENDIX > THE PEUGEOT OUTILS PROFESSIONNELS WARRANTY

RETURN OF GOODS

No return of goods may be made without our express consent (written agreement of the Sales Department).

In the event of a takeback agreement, a price reduction may be applied to the price of the goods. The return shall be made carriage-paid by the customer, unless otherwise agreed.

For products bearing the PEUGEOT OUTILS PROFESSIONNELS brand, any return of goods must be accompanied by the following documents:

• A copy of the purchase invoice
• The reason for the return (blank form available on the site www.peugeot-outils-pro.com)
• Return authorisation

WARRANTY - LIABILITY

WARRANTY OF PRODUCTS BEARING THE PEUGEOT OUTILS PROFESSIONNELS BRAND:

As the products are intended for professionals of the same specialty as PEUGEOT PROFESSIONNELS, TIVOLY in no way warrants the choice of the product, its suitability for the intended use, its strength or its durability over time. The products are warranted only within the limits defined below. Any other warranty of any kind whatsoever is expressly excluded.

For the parts concerned, our warranty is strictly limited to the free replacement of parts recognised as defective in manufacture or materials. The warranty is only taken into account for repairs carried out by our approved services.

The following damage, in particular, is excluded from the right to invoke this warranty:

• lack of lubrication
• lack of supervision
• impacts
• normal wear
• in the event of a fall or overvoltage
• in the event of the device being opened by the customer outside the operations permitted in the user manual and/or in the event of repair without a new original part;
• in the event of modification of the product;
• in the event of deterioration resulting from transport carried out without precaution

The initial PEUGEOT PROFESSIONNELS warranty is specified in the table below. Accessories and consumables are not covered by the warranty extension. Our warranty takes effect from the user's date of purchase; it is extended, in the event of repair, by the duration of the immobilisation. It is conditional on the commercial presence, in the country concerned, of an approved PEUGEOT PROFESSIONNELS reseller.

PEUGEOT PROFESSIONNELS warranty extension:

In addition to the legal warranties owed by the professional seller (warranty against hidden defects (Articles 1641 et seq. of the Civil Code) and legal warranty of conformity (Articles L217-1 to 14 of the Consumer Code)), PEUGEOT PROFESSIONNELS products warranted according to the indication given in the price list in force benefit from a warranty extension (duration in the table below) on condition that the user registers the products on the PEUGEOT PROFESSIONNELS website within 30 calendar days from the date of purchase (WWW.PEUGEOT-OUTILS-PRO.COM). This warranty extension operates identically to the initial warranty.

Country	Initial warranty	Warranty extension
European Union	2 years	2 years
Iceland	2 years	2 years
Liechtenstein	2 years	2 years
Norway	2 years	2 years
United Kingdom	2 years	2 years
Switzerland	2 years	2 years
Türkiye	2 years	2 years
Morocco	1 year	1 year
Algeria	1 year	1 year
Tunisia	1 year	1 year
Egypt	1 year	1 year
Gabon	1 year	1 year
United Arab Emirates	1 year	1 year
Saudi Arabia	1 year	1 year
Australia	2 years	2 years
New Zealand	2 years	2 years
Costa Rica	1 year	1 year
El Salvador	1 year	1 year
Guatemala	1 year	1 year
Honduras	1 year	1 year
Mexico	1 year	1 year
Nicaragua	1 year	1 year
Panama	1 year	1 year
Venezuela	1 year	1 year
Chile	1 year	1 year
Colombia	1 year	1 year
Ecuador	1 year	1 year
Brazil	1 year	1 year
Argentina	1 year	1 year
Other country not listed here	1 year	No extension

Accessories and consumables: legal duration in each country concerned.

LIABILITY:

The CUSTOMER undertakes to inform its CUSTOMERS about the technical and regulatory characteristics of the products and about their conditions of use.

SPARE PARTS:

In accordance with Article L111-4 of the French Consumer Code relating to the obligations of information and supply concerning the spare parts essential to the use of a good, TIVOLY undertakes to supply the spare parts of its products bearing the "PEUGEOT PROFESSIONNELS" brand for a minimum period of 10 years from the date of acquisition of the product.

1^st January 2026

V080926