General Terms and Conditions

1. General Provisions

These General Terms and Conditions of Sale (the “GTC”) govern the contractual relationship between SELF CLIMAT MORVAN, (S.A.S.) with a capital of EUR 315,000, having its registered office at Z.I. Sud – Rue des Epinettes – CS 50152, 77208 Marne-la- Vallée Cedex 1, France, registered with the Trade and Companies Register of Meaux under number 698 202 868 (hereinafter referred to as the “Seller”), and its customers (hereinafter referred to as the “Buyer”), in connection with the sale of products (hereinafter the “Products”).

2. Formation of the Contract

Any order placed with the Seller for Products, regardless of its origin, implies the Buyer’s full and unreserved acceptance of these GTC.

These GTC shall prevail over any general purchasing conditions of the Buyer, regardless of their wording, and shall render null and void any conflicting clause appearing in the Buyer’s contracts, documents or correspondence, which shall be deemed unenforceable against the Seller.

3. Prices

The prices of the Products are those in force on the date of shipment of the order. They are public prices, exclusive of taxes, ex works, excluding transport costs, packaging, insurance (where applicable), VAT and eco-contributions.

Prices are established based on current economic conditions. The Seller reserves the right to modify its prices at any time and without prior notice in the event of changes in these conditions, including but not limited to fluctuations in exchange rates, raw material costs (notably biomass and steel), energy costs, transport costs, or changes in national or international legislation.

Any change in costs related to Extended Producer Responsibility (EPR) schemes for Electrical and Electronic Equipment (EEE) and Construction Products and Materials (PMCB) may result in an adjustment of the applicable eco-contributions at any time.

For SELF CLIMAT MORVAN accessories and MORVAN spare parts listed in the current catalogue, carriage paid delivery within mainland France applies for orders with a net value of EUR 350.00 excluding taxes.

For MORVAN boilers, cookers and stoves, delivery within mainland France is exclusively carriage paid to MORVAN-authorised wholesale distributors. However, any delivery requiring special services—such as a tail lift, mandatory appointment scheduling, or a specific type of vehicle—must be requested in advance by the Buyer and will systematically give rise to additional charges.

4. Payment Terms

4.1 – Payment Period

Any first order must be paid in full upon receipt of the pro forma invoice, without discount. For approved accounts and subject to the Seller’s prior authorization, invoices shall be payable in accordance with the applicable laws and regulations.

4.2 – Early Payment Discount

In the event of cash payment or payment made prior to the due date stated on the invoice, an early payment discount of 0.5% per month of anticipation shall be applied.

4.3 – Late Payment Penalties

Any total or partial late payment shall give rise, after prior formal notice, to late payment penalties calculated on the basis of an interest rate equal to three times the statutory legal interest rate, calculated per month.

In addition, a fixed indemnity of EUR 40 for recovery costs shall be payable, in accordance with Article L.441- 10 of the French Commercial Code.

All costs of any nature incurred as a result of late or non-payment shall be borne by the Buyer.

Any unilateral deduction or set-off made by the Buyer shall be treated as a default of payment and shall trigger the application of the above penalties.

4.4- Eco-contributions

Pursuant to Article L.541-10-13 of the French Environmental Code, the French Environment and Energy Management Agency (ADEME) has assigned the following unique identifiers to the Seller:

• EEE sector: FR331912_05QMVV
• PMCB sector: FR331912_04FKOX

These identifiers certify the Seller’s compliance with its registration obligations in the producer registers for Electrical and Electronic Equipment and for Construction Products and Materials, as well as the completion of its declarations of Products placed on the market

with Ecosystem and Valobat, within the framework of Extended Producer Responsibility.

Eco-contributions indicated on invoices are excluded from the calculation base for discounts and early payment rebates.

5. Deliveries

5.1 – Transfer of Risks

Products are transported at the Buyer’s risk.

Unless otherwise agreed, the transfer of risks occurs upon loading of the Products at the Seller’s premises onto the means of transport selected on behalf of the Buyer, or upon the Products being made available to the Buyer.

5.2 – Delivery Times

Regardless of the agreed delivery time, no compensation may be claimed in the event of delay.

In any case, delivery or availability of the Products may only take place if the Buyer is up to date with all its payment obligations towards the Seller.

The Seller reserves the right to make deliveries in whole or in part. Each partial delivery shall be deemed a separate commercial transaction and shall give rise to proportional payment.

5.3 – Transport

The Buyer must verify the quantity and condition of the Products upon delivery in the presence of the carrier. In the event of damage, delays or shortages, the recipient must record precise and regular reservations on the delivery document, have them countersigned by the carrier or its representative, date them, and confirm them by registered letter within two (2) days, excluding public holidays.

Without prejudice to actions against the carrier, any claim relating to apparent defects or non-conformity of the delivered Products must be notified to the Seller by registered letter with acknowledgement of receipt within forty-eight (48) hours following receipt. After this period, no such claim shall be accepted.

The Buyer is also responsible for complying with all safety rules during unloading, particularly for bulky and heavy Products, and for using appropriate handling equipment.

6. Exchange or Return of Products

No return of Products shall be accepted unless a prior request has been made and a written agreement has been issued by the Seller.

In the event of acceptance, Products must be returned carriage paid, in their original packaging. Returns are subject to a minimum restocking and reintegration deduction of 15%, it being understood that the Products may be resold as-is.

Otherwise, the Products shall be inspected to determine any additional deduction required for reconditioning or refurbishment.

7. Retention of Title

The Seller retains ownership of the delivered Products until full payment of all sums due has been received in its accounts.

During the retention of title period, and notwithstanding the transfer of risks upon delivery, the Buyer shall insure the Products against all risks of damage and liability.

The Buyer, authorised to resell the Products in the normal course of its business, undertakes to inform the Seller immediately of any seizure by a third party of Products subject to retention of title.

In the event of non-payment of all or part of any instalment of the price, and eight (8) days after an unsuccessful formal notice sent by registered letter, the sale may be automatically terminated at the Seller’s discretion, without prejudice to any damages claimed. The Products shall be made immediately available to the Seller. Repossession of the Products shall not constitute termination of the sales contract. Any sums already paid by the Buyer may be retained as liquidated damages.

8. Force majeure

The Seller shall be released from its obligations in the event of any occurrence beyond its control that prevents or delays delivery, such events being contractually deemed force majeure.

Such events include, but are not limited to, events affecting the Seller or its subcontractors, such as lock-outs, strikes, fires, health crises, epidemics, embargoes, accidents (including tooling or machinery breakdowns), exceptional climatic events, transport disruptions or delays, supply shortages, defects in raw materials, or any other event beyond the Seller’s control resulting in partial or total work stoppage at the Seller’s premises or those of its suppliers or subcontractors.

9. Intellectual Property Rights

The Buyer undertakes to respect all intellectual property rights of the Seller, of which it acknowledges full knowledge.

10. Warranty

Without prejudice to the statutory warranty provided for in Article 1641 of the French Civil Code, the Seller’s warranty covers manufacturing defects and material defects.

Warranty extensions and specific conditions applicable to certain Product ranges are detailed in the technical documentation supplied with the Products.

As a general rule, the warranty is subject to compliance with installation standards in force and with the technical instructions provided with the Products.

The warranty may only be invoked if the Product has been installed by a qualified professional in accordance with industry best practices and applicable standards, and used under normal operating conditions for which it is intended.

The warranty excludes defects or incidents resulting from lack of or failure of electrical supply, or from installation not compliant with the Seller’s technical instructions. The warranty also excludes incidents resulting from fortuitous events or force majeure, normal wear and tear, negligence, modification, improper installation, lack of monitoring or maintenance, abnormal or non-compliant use, deterioration caused by external factors (humidity, thermal shock, lightning, insects, etc.), or a power supply network not complying with standard NF EN 50160.

For MORVAN Products, the warranty certificate must be sent to the Seller, by post or electronically, on the date of commissioning of the Product. Failure to do so shall result in loss of warranty.

For all Products, the warranty applies exclusively to equipment supplied by the Seller and may under no circumstances be extended to Products, equipment or accessories not supplied by the Seller. Costs of removal, transport (outbound and return) and reinstallation are excluded from the warranty.

11. Liabilities and Recommendations

The selection of the Products, their sizing and their installation are the sole responsibility of the Buyer.

Any theoretical diagrams, drawings, layouts or sizing studies prepared by the Seller or generated by selection or sizing software based on information provided by the Buyer do not constitute a regulatory study and cannot replace full studies carried out by competent engineering firms.

By accepting the Seller’s offer, the Buyer acknowledges that the Products proposed meet its needs as expressed and that it has received all necessary information prior to placing the order.

Accordingly, it is the Buyer’s responsibility to verify the suitability of the Product selection with the actual installation or operating conditions.

Any visits carried out by the Seller at the end user’s premises are provided on a purely advisory basis and shall not under any circumstances give rise to liability on the part of the Seller.

12. Commissioning

The Seller’s personnel, or that of its agents, intervene solely to provide technical assistance to the installer. The installer remains solely responsible for the installation, which must be operational and compliant with technical specifications and applicable standards and regulations.

Any order placed by the Buyer for a “Commissioning” or “Technical Intervention” service implies prior knowledge and acceptance of the Seller’s general terms applicable to such services.

13. Manufacturing

The Seller reserves the right to modify, at any time and without prior notice, the external appearance and technical characteristics of its Products.

14. Pre-contractual Information – Buyer’s Acceptance

The Buyer acknowledges having been informed by the Seller, in a clear and comprehensible manner, by means of the provision of these GTC, prior to its immediate purchase or order placement and in accordance with Article L.221-5 of the French Consumer Code:

• of the essential characteristics of the Products, including specifications, illustrations and indications of dimensions or capacity enabling informed purchase decisions, particularly regarding conditions of use. Photographs and graphics are non-contractual and shall not engage the Seller’s liability. The Buyer is required to refer to each Product description to ascertain its essential characteristics;
• of the price of the Products and ancillary costs, or, in the absence of a price, of any benefit granted in lieu of or in addition thereto, and the nature of such benefit;
• of the payment, delivery and performance terms of the sales contract;
• where the sale is not performed immediately, of the delivery times for the ordered Products;
• of the identity and full contact details of the Seller.

15. Jurisdiction and Applicable Law

By express agreement, exclusive jurisdiction is granted to the French courts for any dispute arising between the parties in connection with their commercial relationship, and more specifically to the Commercial Court of Meaux, regardless of the place of delivery, the accepted method of payment, or the presence of third-party claims or multiple defendants.

The relationship between the Seller and the Buyer shall be governed by French law. In the event of translation of these GTC into a foreign language, only the French version shall be deemed authentic.