GENERAL Sale Conditions

Supply is subject to the following general sales conditions, which are considered accepted
and valid without exclusion or reservations once order is signed:

  1. This signed sales order is binding to the customer: the selling company reserves the
    right, at its own discretion, to accept the order or not, in whole or in part.
  2. The sales agreement is considered fulfilled upon delivery of the goods. Any objection
    raised by the customer at the time of delivery, without the customer expressly refusing to
    accept the delivery, is understood to be devoid of any suspensive effect with regard to the
    agreed upon payment terms.
  3. Claims must be sent by registered mail within 5 days of receipt of goods or will be
    considered invalid. In any event, claims submitted subsequent to delivery of the goods do
    not allow the right to suspend payments.
  4. Delivery terms are approximate and not binding for the Selling Company. The Company
    assumes no responsibility for losses resulting from delayed delivery of goods. Partial
    deliveries are allowed.
  5. VAT, collection fees and interest on payments delayed beyond the deadlines set by the
    general conditions of sale are charged to the customer.
  6. Both verbal and written clauses and declarations made by our agents and not contained
    in this sales agreement are void, non-enforceable and non-valid;
  7. Payments must be made on location at our offices, or to persons authorized by the
    Selling Company who are in possession of a proxy for this purpose; any other form of
    payment is at the expense and risk of the customer; bills of exchange or checks will be
    accepted subject to clearance, and in no case constitute novation of the original payments.
    Payments with promissory notes and the issuance of drafts do not alter the (jurisdiction
    even if domiciled with the debtor).
  8. Failure to comply with each individual payment deadline automatically constitutes a
    default on the part of the debtor, with accrual of interest in favor of the creditor equal to the
    legal rate increased by 2%. In addition, customer will be responsible for all supplemental
    costs (legal, banking, etc.) related to outstanding payments.
  9. Payments in cash that have been granted a discount must be made at the time of order
    placement. Failure to pay as specified will entitle our Company to cancel said discount.
    10.Merchandise returns, for any reason whatsoever, are only accepted if authorized by the
    Selling Company.
    11.The customer is solely responsible for all advertising initiatives related to their business.
    In the event DESMOS advertising materials are utilized, the customer is responsible to
    obtain all necessary authorizations and pay any taxes, fees, rights, etc. to the competent
    authorities. Penalties resulting from failure to comply with the relevant provisions are the
    sole responsibility of the customer. The customer

may not hold DESMOS accountable for any expense, burden, etc. resulting from the use
of advertising materials in question.
12.The customer may not offset their debt, even partially, with any other sums claimed for
any reason whatsoever. Invoices issued on partial deliveries must be duly paid within the
agreed upon terms;
13.Any derogation not included in these General Sales Conditions will have no legal value
unless confirmed in writing to the Selling Company.
14.The court of jurisdiction for any and all disputes will be the competent court of

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