Article 1 - ACCEPTANCE - OPPOSABILITY

The present General Terms of Sale (GTS) apply by rights to all sales of

Products (hereinafter referred to as: “Products”) concluded by one of the

companies belonging to the SERGE FERRARI group (the aforementioned

company is hereinafter referred to as “SERGE FERRARI”) with any Buyer

(hereinafter referred to as: “the Buyer”) who approves them and acknowledges

that it is fully aware of them and consequently undertakes not to require

performance of any conflicting document and in particular its own general terms

and conditions of purchase. Any special terms must have been expressly

accepted by SERGE FERRARI under the conditions specified in Article 2. In

this case, the special terms complete the present General Terms of Sale and,

in the event of a contradiction, shall prevail over them. If SERGE FERRARI

does not require performance of any of the present clauses at a given time, it

cannot be deemed to have waived its right to require performance of any of the

aforementioned terms subsequently. The Buyer accepts that SERGE

FERRARI may subsequently amend reasonably the present General Terms

within reason, and that their relationship shall always be governed by the most

recent terms in force when the order was placed.

Article 2 - QUOTATIONS - ORDERS

2.1. All orders placed by the Buyer must be placed in writing (by email, fax or

letter) and indicate the Buyer’s customer number, the reference of the Product

ordered, the full name, quality and colour of the Product, the delivery and billing

address, the order number and the order date.

SERGE FERRARI cannot be held liable for errors or delays that may result

from orders containing incomplete or incorrect information.

An order will only be deemed accepted once SERGE FERRARI has sent

confirmation of the order or that the order has been filled.

The Buyer has two working days from time that the confirmation of order is sent

to make known any differences between its order and the confirmation. Failing

that, only the confirmation shall be deemed authentic, in particular regarding

the price and delivery lead times.

An order will only be accepted by SERGE FERRARI if the Buyer provides

sufficient financial guarantees.

2.2. Any quotations and proposals made by SERGE FERRARI to a Buyer are

valid for one month from the date of issue by SERGE FERRARI, unless

otherwise provided.

The contract is formed on receipt by SERGE FERRARI of the quotation

accepted by the Buyer.

2.3. Once the contract has been formed in accordance with the provisions of

Article 2.1 or 2.2 (hereinafter referred to as: the “Contract”) the Contract cannot

be cancelled and the sales price is due in full.

2.4. All orders by the Buyer must comply with the minimum order volume for

the Products, which will be indicated to the Buyer on request. If the order does

not comply with this volume, penalties will be applied, calculated by SERGE

FERRARI based on its current rate.

2.5 Any request to modify a Contract will only be carried out on acceptance by

SERGE FERRARI and will result in an additional charge. In any case, SERGE

FERRARI will not accept any request for modification if the order has already

been produced, the Product is not in stock, or the order has already been

physically prepared. However, SERGE FERRARI may agree to add a Product

before delivery, depending on the case.

2.6 The Products of SERGE FERRARI may change according to technical

advances and SERGE FERRARI reserves the right to change their

characteristics at any time. The Buyer must makes sure that it has up-to-date

documentation for which the technical data is still valid.

Article 3 - PRICE

3.1. If a quotation is provided, the applicable price is the price indicated in the

quotation accepted by the Buyer, or if no quotation is provided, it is the price

indicated in the acknowledgement of order.

3.2. Except as otherwise provided in the Contract, the prices of the Products

are indicated in US Dollars exclusive of tax, according to the EXW INCOTERM

(ICC 2010), at SERGE FERRARI’s warehouses.

3.3 Except as otherwise provided, the packaging for the Products will be billed

to the Buyer at cost. It will not be taken back.

Revision: SERGE FERRARI reserves the right to change its rates at any time,

in particular in the event of an increase in the cost of raw materials. In any case,

SERGE FERRARI will inform the Customer of the new rates as soon as they

are available, and the increased prices will apply to orders placed after the

Customer has been notified of the new rates.

3.4. If the price of the Product is accompanied by a Service provided by SERGE

FERRARI, the price of the Product will be increased by the cost of the Service,

which is not included in the scope of the warranties specified in Article 10.

3.5 Sales of the Products for export are based on the rate in force increased by

VAT, unless written proof of exemption is provided on the order date.

Article 4 – SERVICES

In connection with the sale of the Products, the Buyer may entrust the provision

of Services (hereinafter referred to as “Services”) to SERGE FERRARI. The

obligations of SERGE FERRARI depend on the Service entrusted to it. There

are two types of Services:

4.1 Study - Design

The Buyer may order from SERGE FERRARI technical feasibility study

Services prior to acquisition by the Buyer of SERGE FERRARI’s Products. This

Service may result in particular in the performance of tests/production of

prototypes.

SERGE FERRARI will issue a quotation for these Services under the conditions

provided for in Article 2 above. In this connection, SERGE FERRARI may make

recommendations throughout the provision of the Service, in particular

regarding the choice of equipment that will make it possible to achieve the

required performance. These recommendations are provided for information

only and the Buyer cannot hold SERGE FERRARI liable on their account.

4.2 Processing of the Products

SERGE FERRARI provides Services to process the Products (cutting in the

required format etc.) on behalf of the Buyer and at its request.

In this connection, the Service and associated price are agreed at the time of

sale of the Products in accordance with Article 2.

4.3 Other Services

Any additional Service provided by SERGE FERRARI will be billed under the

terms and rates of SERGE FERRARI in force when the order is placed.

If necessary SERGE FERRARI will send a detailed quotation to the Buyer.

Article 5- MADE-TO-ORDER PRODUCTS

5.1 Made-to-order products are Products produced by SERGE FERRARI

according to the specifications provided by the Buyer. Production by SERGE

FERRARI of made-to-order Products is always subject to validation of the

technical feasibility of made-to-order production by SERGE FERRARI. Where appropriate, SERGE FERRARI will charge the Buyer for this study in

accordance with Article 4.1. In order to be validated, an order for made-to-order

Products must comply with the minimum quantify of Products notified by

SERGE FERRARI to the Buyer.

5.2 The Buyer undertakes to accept that the quantity of Products delivered may

vary up or down by 10% due to uncertainties regarding production of made-toorder Products. Unless expressly agreed beforehand by SERGE FERRARI,

any seconds resulting from the production of made-to-order Products ordered,

that are produced by SERGE FERRARI, will be delivered with the top quality

Products and will also be billed. SERGE FERRARI will not accept any returns

of made-to-order Products.

Article 6 - DELIVERY - RISKS

6.1. Except as otherwise provided in the Contract, the Products sold by SERGE

FERRARI are delivered according to the CIP incoterm. By express agreement,

regardless of the incoterm chosen, it is however agreed that the delivery costs

paid by SERGE FERRARI under the incoterm chosen will be wholly reinvoiced

to the Buyer, who is ultimately liable for these costs, which the Buyer expressly

accepts.

Notwithstanding the preceding provision, delivery expenses will not be

reinvoiced for deliveries carried out by SERGE FERRARI if the order exceeds

the carriage paid threshold specified in the Contract.

6.2. The delivery lead times of the Products are provided for information only

and the Buyer cannot claim the cancellation of the order, penalties or

compensation and/or refuse to pay the price or down payments provided for in

the order, on the basis of them.

6.3. In any case, without prejudice to the measures to be taken regarding the

carrier, any objection by the Buyer or its service provider regarding apparent

defects must be made within three days of receipt of the Products.

Unless the complaint is confirmed within that deadline by registered letter with

acknowledgement of receipt, no complaint regarding apparent defects will be

accepted by SERGE FERRARI. No returns will be accepted without the prior

agreement of SERGE FERRARI. SERGE FERRARI may decide to replace the

Products at its sole discretion.

Article 7 - TRACEABILITY/COMPLIANCE WITH TECHNICAL

SPECIFICATIONS

7.1. The Products sold by SERGE FERRARI have technical characteristics that

require compliance with rules regarding production and traceability.

Consequently, SERGE FERRARI reserves the right to sell its Products solely

to professionals.

7.2. Buyers of SERGE FERRARI’s Products undertake to comply with all of the

rules regarding use and installation of the Products as well as the traceability

of the Products that they order, use and/or market.

7.3. For building sites or work where the colour must be identical, the Buyer will

inform SERGE FERRARI of that constraint and check that the cloths used

come from the same production run. SERGE FERRARI cannot be held liable

for non-compliance with the technical specifications or use of different batches

for assembly after delivery of the Products.

Article 8 – PAYMENT

8.1 Except as otherwise provided in the Contract, the Products must be paid

for within thirty days of the date of issue of the invoice, by cheque or bank

transfer, unless special terms apply.

8.2 Except as otherwise provided in the Contract, no discount will be granted

in the event of advance payment.

8.3 Any late payment shall result in interest on arrears equivalent to the

EURIBOR one-month rate increased by three percentage points and

entitlement to payment of an inclusive amount of forty (40) euros for recovery

costs. SERGE FERRARI reserves the right to change the terms of payment

applicable to the Buyer. The Buyer cannot put forward any grounds whatsoever

for deferring or changing the terms of payment, in particular a dispute regarding

the quality or nonconformity of the Products or late delivery. In addition, in the

event of non-payment, SERGE FERRARI shall be entitled to suspend all or part

of the deliveries until payment in full of the amounts due, require immediate

payment of the outstanding balance due, and suspend or cancel the orders in

progress, without prejudice to its right to claim damages and/or the cancellation

of the Contract.

8.4 Any knowledge of a substantial change in the economic or financial

situation of the Buyer, even after the orders have been partly filled, may result

in revision of their conditions of performance. SERGE FERRARI also reserves

the right to require guarantees at any time for payment of its invoices.

Article 9 - RESERVATION OF TITLE – TRANSFER OF RISK

9.1. NOTWITHSTANDING ANY CLAUSE TO THE CONTRARY, TRANSFER

OF OWNERSHIP OF THE PRODUCTS ORDERED TO THE BUYER WILL

ONLY TAKE PLACE AFTER PAYMENT OF THE PRICE IN FULL BY THE

BUYER.

9.2. Until ownership of the Products of SERGE FERRARI has been transferred

to the Buyer, the Buyer shall refrain from pledging them or granting any right to

them whatsoever to a third party.

9.3. SERGE FERRARI reserves the right to claim the Products by any means.

The handing over of a title creating an obligation to pay (bill of exchange etc.)

does not constitute payment as defined in the present clause.

9.4. Since the transfer of risk takes place according to the delivery incoterm

chosen, the present clause does not prevent the transfer to the Buyer of the

risks related to the Products.

Article 10 – WARRANTY – LIABILITY

10.1. It is up to the Buyer to inform SERGE FERRARI of the characteristics of

the Products that it requires, and in particular the commercial and technical

information required to properly assess the Products required and ensure that

the characteristics decided on fully meet its expectations. The Buyer is

therefore deemed to be fully aware of the Products that it acquires and

acknowledges that it has been able to obtain information regarding the

Products ordered. In particular it alone is responsible for choosing the place of

installation of the Products.

10.2. The Buyer is also responsible for implementing and installing the Products

in accordance with the standards, good practice and safety regulations of the

country of destination.

10.3. Some of the Products marketed by SERGE FERRARI are covered by a

contractual warranty.

In this case, regarding the terms of the warranty applicable (duration, start,

tearing strength, fire-retardant qualities, waterproof qualities, percentage of

costs covered, exclusions from warranty etc.) it is up to the Buyer to refer to the

terms of the contractual warranty for the Product that will be given to it on

request.

10.4. Moreover, for Products bought and resold by SERGE FERRARI, any

warranty applicable is that of the manufacturer of the Products that SERGE

FERRARI markets.

10.5. In all cases where they exist, the contractual warranties attached to the

Products never apply if the Product:

(i) has been subject to incorrect use, negligence, modification or an accident,

such as accidental damage to the exterior finish, or has been subject to

excessive wear and tear, friction, scratches or perforations that exceed normal

use;

(ii) has been exposed to harmful chemicals, worn out excessively by machines,

equipment or any person, exposed to excessive pressure or sources, weather

conditions that are abnormal or not suited to the Product, falling objects, an

explosion, fire, flood, riot, civil unrest, outside forces, defective or inadequate

installation, an act of war, radiation, harmful smoke or foreign substances in the

atmosphere.

(iii) has been damaged during handling by the Buyer, another user or the

consumer of the Products, or has been subject to a high level of atmospheric

pollution, detergents or aggressive, unsuitable or ineffective cleaning.

(iv) has been used in architectural structures that do not comply with recognised

engineering standards, or repaired or modified by any person other than a

representative of SERGE FERRARI in any way whatsoever, whereas, in the

opinion of SERGE FERRARI alone, this has an impact on the quality and

effectiveness of the Products.

10.6. Any claim made by the Buyer under this contractual warranty must be

made in writing, by registered letter with acknowledgement of receipt to SERGE

FERRARI at the address indicated in the contractual warranty terms of the

Product within thirty (30) days of discovery of the alleged defect. Failure to

notify SERGE FERRARI within thirty (30) days of discovery of any defect shall

result in the warranty becoming without legal effect for that specific defect.

After notification of an alleged defect, SERGE FERRARI shall be entitled to

inspect the Product in order to take the appropriate corrective measures in time.

If the representatives of SERGE FERRARI are not allowed to inspect the

alleged defect, the contractual warranty shall be null and void and without legal

effect for that defect.

10.7. SERGE FERRARI DOES NOT ACCEPT ANY EXPRESS OR IMPLICIT

WARRANTY OBLIGATION OTHER THAN THE OBLIGATION STIPULATED

IN THIS ARTICLE, AND IN PARTICULAR ANY WARRANTY OF

MERCHANTABILITY AND/OR APPROPRIATENESS FOR A SPECIFIC USE.

SERGE FERRARI shall provide the Services and produce the Products in

accordance with good practice, and will fulfil its contractual obligations with

every possible care in use within the profession. In case of doubt regarding the

interpretation of a clause or if the provisions do not make it possible to

determine the extent of SERGE FERRARI’s obligations, the Buyer

acknowledges that SERGE FERRARI’s obligations constitute best endeavours

obligations.

By common consent, the parties agree that SERGE FERRARI cannot on any

account be required to compensate for consequential injury (such as in

particular loss of production, loss of customers, commercial damage, damage

to image, data loss etc.) that the Buyer may suffer.

FURTHERMORE, IN ITS RELATIONS WITH THE BUYER, SERGE

FERRARI'S LIABILITY CANNOT ON ANY ACCOUNT EXCEED THE

AMOUNT PAID BY THE BUYER IN RETURN FOR ITS OBLIGATIONS.

SERGE FERRARI may always block liability proceedings by bringing into

conformity or replacing a defective or off-specification product.

Any claim by the Buyer that SERGE FERRARI has failed to fulfil its contractual

obligations must be justified and sent by registered letter with

acknowledgement of receipt within one year of the date of discovery of the facts

likely to justify the aforementioned claim. Failing this, the Buyer is deemed to

have waived all criticism of the performance by SERGE FERRARI of its

contractual obligations.

Article 11 - FORCE MAJEURE

SERGE FERRARI shall not be liable for any non-performance of the Contract

if this non-performance is the direct or indirect consequence of a force majeure

event such as in particular: any natural disaster, war, riot, attack, extreme hot

or cold spell, flood, fire or strike, either at SERGE FERRARI or at its service

providers, suppliers, public services or post offices, an order by the public

authorities (ban on imports or exports etc.), break in supply, or major incident

affecting SERGE FERRARI’s equipment.

Performance of the Contract shall be immediately suspended in the event of a

case of force majeure. If the force majeure event lasts for more than 60 days,

the Contract shall be cancelled on the initiative of the first party to act.

Article 12 - CANCELLATION

SERGE FERRARI is entitled to terminate the Contract by rights, by registered

letter with acknowledgement of receipt:

- in case of non-performance by the Buyer of all or part of its obligations, in

particular its obligation to pay, thirty days after issuing formal notice by

registered letter with acknowledgement of receipt, to no avail;

- in case of a deterioration in the Buyer's financial or commercial situation, that

may result in non-payment.

In the event of cancellation of the Contract, SERGE FERRARI shall be released

from its obligation to deliver. It shall return any amounts paid by the Buyer for

orders not yet filled, unless the cancellation is due to an offence by the Buyer.

SERGE FERRARI shall not be required to pay any compensation to the Buyer.

Article 13 - TOLERANCE AND SEVERABILITY

If SERGE FERRARI does not require performance at a given time of any of the

provisions of the present General Terms, it cannot on any account be deemed

to have waived its right to require performance subsequently, in particular if it

does not request an overdue payment.

If one of the clauses is cancelled, this does not affect the validity of the other

clauses hereof.

Article 14 - SETTLEMENT OF DISPUTES

14.1. ANY DISPUTE RELATING TO THE OPERATIONS SPECIFIED IN THE

PRESENT GENERAL TERMS SHALL BE SUBMITTED TO THE EXCLUSIVE

JURISDICTION OF THE COMMERCIAL COURT OF THE HEAD OFFICE OF

SERGE FERRARI WHICH HAS SOLE JURISDICTION.

14.2. All of the clauses of the present General Terms and all of the sales

operations specified in them are subject to applicable law of SERGE

FERRARI’s head office, to the exclusion of any international agreement.

Article 15 - PROOF

In case of a dispute, the parties agree to accept faxes and emails as original

documents that may be used as evidence, and undertake not to contest this

means of proof, unless they dispute their authenticity.