General Sales Conditions

1. Purpose and scope.

These general terms and conditions of sale are the sole basis of the commercial negotiation within the meaning of Article L 441-6 of the Code of Commerce. They govern the commercial relationship between MGTI and its exclusively professional Customers, and also take into account, where appropriate, any special conditions agreed upon between MGTI with each Customer.

However, when MGTI and a Customer have entered into an agreement in writing in application of Article L441-7 of the Code of Commerce, established in the form of a single document or of a set formed by a framework contract and contracts of application, such an agreement prevails throughout its duration over the general and special conditions.

These general conditions of sale will be communicated in particular to any professional buyer who would request them, as well as at the time of opening an account, and within the framework of the annual commercial negotiation held before 1st    December each year.

They define the conditions for the sale of products marketed by MGTI with its exclusively professional Customers, the legal and regulatory provisions intended for consumers not being applicable. The value of any documents other than these general conditions of sale, possibly accompanied by special conditions agreed upon with each of its Customers or other than the Agreement referred to in the 1st paragraph above, such as brochures, advertisements or notices, is indicative and informative only; it is not contractual and in no way engages the company MGTI.

2. IntellectualProperty.

All the technical and commercial documents handed over to our Customers remain the exclusive property of our company, the sole holder of the intellectual property rights to these documents, and they must be returned upon request. Our Customers undertake not to make any use of these documents that is liable to infringe upon the industrial or intellectual property rights of our company and undertake not to disclose them to any third party. No right, title or interest is granted to the Purchaser by the present general conditions to the names, brands, patents, patents pending, know-how, copyright and other intellectual property rights relating to the products that are held by the seller.

3. Pricings.

All the prices are given in euros and are exclusive of taxes, excluding transport and packaging costs which will be invoiced in addition.

MGTI sells:

Referenced products in stock or references not in stock

Products which are subject to specific supply to fulfill a Customer order for products that are not referenced and not in stock.

3.1. Referenced products in stock or references not in stock.

These products are listed at a gross rate excluding taxes and net rate including taxes, which is common to all Customers. The price in effect can be communicated upon request, when opening an account and in the framework of the annual commercial negotiation.

Our products are supplied at the price in effect at the time the order is placed. Given the importance of the raw materials in the manufacture of selected products among our suppliers, they may, over the course of the year, change their pricing with regard to MGTI. Under these conditions, MGTI may revise its prices upwards at any time to take this increase into account. Any pricing changes will be applicable immediately under the reserve provided for in the following sub-paragraphs.

It is the Customer’s responsibility to keep up to date with the price of products in effect at the time of placing an order, to check that the price has not changed. The price communicated will be valid for a period of 30 days from the date on which the Customer will have received this communication.

In addition, throughout the duration of the Agreement entered into in application of Article L 441-7 of the Code of Commerce between MGTI and a Customer, the price changes will only be applicable in the case of a rider. The Customer is required to negotiate without delay with MGTI, at its request, a revision of the pricing applicable to products which, over the course of the year, are subject to a price increase of more than two percent on the part of suppliers. In the event of agreement between the parties to change the price, the Agreement will be subject to a rider.

3.2. Products which are subject to specific supply.

These products are subject to the establishment of an "ex-works” quote excluding taxes whose period of validity is 30 days from the date on which it is issued. The establishment of a quote which would be followed by an order does not give entitlement to the systematic renewal of the pricing conditions of the offer in the event of a new order.

4. Orders.

By order, it is understood to mean any purchase order concerning our products that are listed on our price list or are the object of a quote.

Starting from the date of its receipt by our company, the order is irrevocable once it shows the designation and the quantity of the product or products purchased and the sale is validly formed. For ex-account Customers located outside mainland France and abroad: the minimum amount of an order, before VAT, is 100 euros.

The sales teams at MGTI are available to the Customer before the order is placed to offer any information and advice in order to assist in defining and choosing the product that is best suited to the Customer’s requirements. Therefore, the responsibility of MGTI cannot be engaged, in particular regarding lack of information and advice, should the Customer place an order without first seeking assistance in the choice of a suitable product or in case of an error on the Customer’s part in the expression or the diagnosis of its need.

4.1. No notice of receipt will be issued by our company unless an express request to do so is

made to our sales department.

4.2. Except in the case of a special agreement materialised in writing, each order placed and

accepted constitutes an independent contract with immediate execution that does not offer

the customer any right to renewal.

5. Order Amendment - Cancellation. At the request of the Customer.

5.1. Order cancellation

No order cancellation is possible without the written consent of MGTI.

5.2. After being delivered, the items ordered cannot be taken back without a written agreement of MGTI and have to be in their original packaging, and not having been installed and/or handled. The customer will be responsible for the return expenses (freight and packaging). If the article is taken back, A 30% deduction will applied.

6. Delivery.

Except in the case whereby the Customer requires express delivery, the delivery times as they are presented on the quote are given as an indication only and are not guaranteed by MGTI. They will be respected to the fullest extent possible. Under no circumstances can delays justify the cancellation of the order, nor the payment of any compensation on the part of the seller. Our shipments are understood to be "EX-WORKS ”. By express agreement, the goods are deemed to have been accepted and approved in the warehouses of the seller, even in the case of total or partial delivery. Whatever the conditions and means of transport, our goods travel in all circumstances at the exclusive expense and risk of the Customer (according to Incoterms published by the International Chamber of Commerce in force on the date on which the contract is made).

It may happen that our company can organise the transport of the goods, at the request of the Customer, but they remain under the full responsibility and risk of the Customer, who shall bear the cost.

For an urgent order of referenced products in stock or referenced products not in stock, the Customer may request an express delivery in mainland France. The delivery will then take place within 48 hours. In the case where the ordered product would not be available within this time frame, MGTI will inform the Customer without delay, and the Customer may cancel the order without being in a position to claim any compensation.

6.1. Express deliveries will be subject to an additional charge, in line with the price in effect.

Express deliveries are not guaranteed on Saturday, Sunday and public holidays.

6.2. Any delay in relation to the originally planned indicative deadlines for delivery cannot justify

a cancellation of the order placed by the customer and recorded by our company.

6.3. The delivery can only take place in the presence of the Customer because only the

Customer can receive the goods.

Should this not be the case, the seller reserves the right to claim the corresponding costs

from the Customer, who is required to pay: the cost of returning the goods which could

not be delivered, the re-scheduled delivery of the goods and all handling charges relating

thereto. Receipt of the goods is validly performed by any agent connected in any way to

the Customer.

6.4. Deliveries outside mainland France are subject to the establishment of a specific quote

which must first be accepted by the Customer.

7. Receipt.

It is up to the Customer, in the event of visible defects, missing goods and/or damage to the goods delivered, to establish all the necessary reservations with the carrier.

Unreserved receipt of the products ordered by the Customer covers any apparent defect, missing goods and/or damage.

In the event of reservations, if they have not been confirmed under the following conditions, any product delivered will be deemed to have been accepted by the Customer.

7.1. Visible defects and/or missing goods.

Without prejudice to the provisions to be taken by the Customer vis-à-vis the carrier in the

case of visible defects or missing goods, no claim, of whatever nature, concerning the

delivered products will be admissible by our company for consideration unless it is made

in writing, by registered letter with acknowledgement of receipt, within a period of three (3)

days following the delivery.

It is up to the Customer to provide all justification as to the existence of the defects or

missing goods observed.

After examination, should our company or its agent actually find that there are visible

defects or missing goods, the Customer may only ask our company to replace the noncompliant

items and/or to complete the missing goods at the expense of our company,

and the Customer may not claim any compensation or the cancellation of the order.

7.2. Case of returned goods further to damage during transport

No goods may be returned by the Customer without the express prior approval of MGTI.

The return of the goods shall be carried out free of port under the responsibility of

the Customer, within a maximum period of eight (8) days, in their original packaging,

accompanied by the delivery docket, the duly completed non-compliance sheet and the

corresponding invoice.

The responsibility of our company may in no case be brought into question for events that

occur during transportation, destruction, degradation, loss or theft, even if it has chosen

the carrier.

7.3. Unreserved receipt of the products ordered by the Customer covers any visible defect

and/or missing goods.

7.4. Any claim made by the purchaser in accordance with the conditions and the procedure

described in this article shall not suspend the payment by the Customer of the products

concerned.

8. Payment.

Unless otherwise stipulated, the invoices of the seller are payable to the Headquarters of our company,

according to the following deadlines and terms:

8.1. For customers located in mainland France: within a time frame of 30 days from the end of

the billing month, by magnetic Bill of Exchange, bank transfer or direct debit.

8.2. For ex-account Customers located outside mainland France and abroad: the payment

should be made before the shipment of the products, by bank transfer or by irrevocable

letter of credit confirmed by our French bank.

8.3. For account Customers located outside mainland France and abroad, the payment is carried

out within a time frame of 30 days from the end of the billing month by bank transfer.

For any order for an amount above € 3,000 (three thousand euros), the terms of payment

will be an essential element of the sale which may not therefore be validly entered into unless

subject to a separate written agreement between the parties about the said terms of

payment, namely the deadlines and the payment method.

Any change in the financial or economic situation of the Customer can lead, at any time,

depending on the risks or potential risks involved and / or the guarantee offered by a creditinsurance

organisation, or commercial and financial information, to a modification of the

ceiling of the outstanding amounts and an adjustment to the deadlines and payment

methods, even after partial execution of orders.

Furthermore, in the case of non-payment by a due date or of non-compliance with any of

the conditions herein, we reserve the right to cease all future new commercial relationships

with the Customer.

Any delay in payment will result in the application of a penalty equal to 3 times the legal

rate of interest, rightfully payable on the day following the deadline for payment of the

invoice. A fixed amount of € 40 per unpaid invoice in accordance with article L.441-6 of

the Code of Commerce, will be owed by the Customer for the recovery costs,

notwithstanding that MGTI could claim supplementary compensation based on

supporting documents. Furthermore, in the case of late payment by the Customer and

after a letter of formal notice which remains without effect upon expiration of a period of

eight days from its receipt, MGTI will be within its rights to suspend the execution of

its own obligations pending full payment of the amounts due (principal and incidentals), or

should it wish to avail itself of its entitlement to cancel the sales of the products that remain

unpaid.

In the case of recovery by way of litigation, the sums owed to our company will rightfully

be increased by 15% as a penalty, excluding taxes. The costs of the procedure as well as

the legal costs incurred will be borne by the Customer. No discount will granted by MGTI.

9.1 Property.

9.1. The transfer of ownership of our products will only pass to the Customer following full

payment of their price by the Customer, in principal and incidental charges, even in the

event of granting additional time to pay.

9.2. It is expressly agreed that our company may invoke the rights which it holds with respect to

this retention of title clause, for any of its receivables, with regard to all its products in the

possession of the Customer, said products being presumed to be those unpaid, and our

company may take them back or claim them as compensation in respect of all its unpaid

invoices, without prejudice to its right to cancel ongoing sales.

9.3. The Customer may only resell its unpaid products as part of the normal operations of its

company, and cannot, under any circumstances, pledge or grant unpaid products as

security.

9.4. In the event of failure to pay, the Customer is prohibited from selling on its stocks up to the

amount of the unpaid products.

9.5. In the event of a seizure or any other intervention of a third party, the Customer is required

to immediately notify our company.

9.6. In the event of the initiation of a procedure of legal redress, the open orders will

automatically be suspended until the judicial agent has confirmed the order. Our company

reserves the right to claim the goods held by the Customer or one of its Customers.

9.7. With effect upon delivery, the Customer is deemed the custodian and keeper of said goods.

In the event of non-payment and unless we prefer to request the full execution of the sale,

we reserve the right to demand the cancellation of the sale after the issue of a letter of formal

notice that has remained without effect for a period of eight days and to reclaim the delivered

goods, with the costs of their return being borne by the Customer and the payments made

being irrevocably forfeited in respect of a penalty clause.

9.8. Our company may unilaterally, after sending formal notice, draw up or have drawn up, an

inventory of its products in the possession of the Customer, which hereby undertakes to

allow free access to its storage facilities, warehouses or other buildings for this purpose,

ensuring that it is always possible to identify the Products of the company.

9.9. Despite the application of this clause of retention of title, the purchaser shall bear full

responsibility for risks related to the products, as well as liability for any damage they may

cause. The Customer shall also bear all insurance costs.

10. Warranty of materials delivered.

The products must be checked by the Customer upon delivery, and any claim, reservation or dispute relating

to missing goods and/or visible defects must be carried out under the conditions laid down in Chapter 7.

Our company guarantees its products against hidden defects, in accordance with law, usual practice and

jurisprudence and under the following conditions: Our warranty applies only to products which have regularly

become the property of the Purchaser The warranty only applies to hidden defects. As our Customers are

professionals, a hidden defect means a product manufacturing defect that makes it unfit for its use that was

not likely to be detected by the Purchaser before its use. Our Customers are deemed to have received all the

technical information relating to the product. We do not cover damage and wear resulting from any changes

to or special, abnormal or non-mounting of the products or resulting from use of the products in unforeseen

conditions of use or performance. Our warranty, subject to the warranty of the manufacturer, is limited to the

replacement or repair of defective parts at no extra cost, without the Customer being in a position to claim any

damages for any reason whatsoever. Our warranty is limited to the first twelve months following the date of

the delivery. Our warranty lawfully ceases effect should our Customer fail to inform us of the alleged defect

within a period of 20 clear days after its discovery. It is incumbent upon the Customer to prove the date of

discovery.

10.1 MGTI cannot be held responsible for any malfunction inherent to the installation of its

equipment by non-professional or unauthorised personnel.

10.2 The product warranty may only be applicable in the case of supply to and use by

specialised firms.

11. Force majeure.

Events of force majeure or acts of God are defined as events beyond the control of the parties, which the latter

could not be reasonably expected to foresee, and which they could not be reasonably expected to avoid or

overcome, insofar as their occurrence makes fulfilling obligations completely impossible. The following in

particular are considered to be cases of force majeure or acts of God that relieve our company of its obligation

to deliver within the time frame originally planned: strikes among some or all of the staff of our company or its

usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility to be

supplied with raw materials, epidemics, thaw barriers, roadblocks, electricity or gas supply strikes or

disruptions, or a break in supply for a reason that is not attributable to our company, as well as any other cause

of supply disruption attributable to our suppliers.

In such circumstances, our company will notify the Customer in writing, in particular by fax or e-mail, within a

period of 48 hours from the day on which it is informed of the occurrence of the events, and the contract binding

our company and the Customer is then rightfully suspended without compensation, as of the date of the

occurrence of the event.

Should the event last for more than 30 days from the date of the occurrence of the latter, the contract of sale

entered into by our company and its Customer may be terminated by the most diligent party, without either of

the parties being eligible to make a claim for damages. This termination will take effect from the date of first

submission of the registered letter with acknowledgement of receipt denouncing the said contract of sale.

12. Applicable law and attribution of jurisdiction.

All questions related to these general terms and conditions of sale and to the sales which they govern not

covered by these contractual stipulations shall only be governed by French law, with the express exclusion of

the Vienna Convention on international sales of goods.

Any dispute about the application, interpretation, validity or execution of these general conditions of sale, and

more generally of the contracts of sale entered into between our company and the Customer will fall under the

exclusive jurisdiction of the Paris Commercial Tribunal, whatever the conditions of sale, the method and the

place of payment agreed upon or applied, even in the case of a warranty appeal or plurality of applicants or

of defendants.

Administrative numbers :

Trade and Commerce Register Créteil 305 509 127 T.V.A. – FR 01 305 509 127

SIRET 305 509 127 000 67

APE 4652Z

Contact details:

https://www.mgti.fr

Parc ICADE-Immeuble Abidjan

10 Place de la Loire  – 94150 RUNGIS - France

Tél. : 01.46.58.02.65