GENERAL SALES CONDITIONS

All our sales are exclusively regulated by these general conditions which exclude any other conditions appearing on the order or on any other document which has not expressly been approved by us, especially the Distributor’s General Conditions of Purchase. The fact of placing an order implies full and unconditionally acceptance from the Distributor to the following conditions. These sale conditions’ objective is to define the conditions in which SANTOS supplies the professional Distributors with its products. According to French law, these General Sales Conditions must be communicated to any Distributor which wants to pass an order to SANTOS.

1 – ORDERS:

Orders shall be transmitted in writing to SANTOS. They are finalized only on the date the confirmation form is sent by SANTOS after removal of eventual reserves from SANTOS. If we state written reserves about an order, the latter shall be the object of a new written agreement by the Distributor, to become valid. Modifications or cancellations of an order shall be made before it is accepted. If an order is cancelled or modified after this time limit, SANTOS is entitled to invoice the total amount of the order. Partial payment when passing order does not permit the distributor to cancel the order in exchange for the waiver of such partial payment.

2 – PRICE AND TERMS OF PAYMENT:

Our price list is a net export price list to be used by importers. Our Price for spare parts is given on request. SANTOS products are invoiced when delivered to the Distributor, on prices and conditions in force on the order date.

All our prices are net prices ex-works Vaulx-en-Velin and excluding tax.

The invoices are payable by bank wire transfer before delivery and immediately after reception by the Distributor of the confirmation form.

All bank wire transfer charges are chargeable to the buyer, so that the net total amount received by Santos has to be the same as the total amount in Euros indicated in the invoice. The invoices are payable by documentary credit above a minimum order amount of 15000 Euros.

No discount will be granted for any payment made before the due date mentioned in the invoice.

Any unpaid due sum on the maturity date shall entail a default interest at a rate fixed at three times the French legal interest rate in force on the due date of the debt.

Furthermore, a payment delay of only one invoice on its due date (or of only one settlement date in case of SANTOS’ written consent for spacing out of payments) , entail immediate payability, without further notice of all invoices even those which are not due at that time and whatever are the payment conditions agreed before. Furthermore, SANTOS may at its own discretion, suspend manufacturing and delivery of the current orders and/or require for any future order, cash payment before the delivery of the products or the supply of a warranty. SANTOS may also at its own discretion, have the right to exercise any action for the damage due to the payment delay. The Distributor shall reimburse SANTOS, on first demand, all the expenses committed by any action in debt collection.

3 – SHIPPING:

Each device is sent in an individual packaging with:

- a user and maintenance manual in 6 different languages, accordingly to the EC Directives and containing an " exploded view " with codification of the various parts,

- a statement of conformity to the main standards in force (notably the Directive concerning the merger of the European Union members states’ legislations relative to machinery (2006/42/EC)…),

- a warranty certificate containing a duplicate of the descriptive plate allowing the identification of the appliance (serial number, manufacturing date, electric specification…). These documents are either separated or gathered.

Our shipments are made at the Distributor’s risk who shall, in case of damage or missing parts, express its reservation to the carrier according to the article L 133.3 of the French Commercial code within 72 hours by registered letter with notice of acknowledgment, without forgetting to mention on the carrying note the mention « subject to unpacking. »

For each shipment, a filing fee of 58 Euros will be invoiced to the buyer.

4 – DELIVERY:

Times for delivery of our products mentioned in our orders’ confirmations are given for indication purposes only; any delay can not entail the cancelation of the order, give rise to any claim for damages, penalties or the refusal of products.

5 – TITLE RETENTION:

THE TRANSFER OF PRODUCT OWNERSHIP IS SUSPENDED UNTIL FULL PAYMENT OF THE PRODUCTS PRICE. Any non-payment on due date will entail the claim of these products. The Distributor shall refrain from pledging or allocating as a guarantee the products of which SANTOS will still be the owner. All legal and judiciary costs due to the recovery of the furniture and appliances will be borne by the Distributor. The present clause does not affect the fact that the risks of the products are transferred to the Distributor from their delivery to the latter.

6 – WARRANTY :

Since the 01.01.95, all our appliances comply with CE and possess the CE label. Our guarantee is of twenty-four (24) months from the manufacturing date mentioned on the descriptive plate, except concerning the asynchronous motors (consisting of a rotor and a stator) which are warranted for five (5) years from their manufacturing date. A claim made by a Distributor will only be valid if it is made in a two (2) months period after the discovery of a defect by the Distributor. Warranty is strictly limited to the free replacement of any part of origin recognized by us as defective due to a defect or building default and identified as belonging to the concerned appliance. Warranty does not apply to damages resulting from installation or use non-complying with our appliance data sheet (user’s manual) or in case of an evident lack of maintenance or disrespect of elementary security electric rules. It does not apply in case of regular wear and tear. Any replacement of parts under warranty will be realized after return of the defective part in our workshops, postage paid, supported by a copy of a conformity statement on which appears the serial number of the appliance. Every appliance is equipped with a descriptive plate conforming to the EC recommendations and of which a duplicate exists in the conformity statement (serial number, manufacturing date, electrical characteristics …). In case of serious damage judged repairable only in our workshops, and after prior consent from our departments, any appliance under guarantee is sent by the Distributor, carriage paid. In case of repairs or reconditioning of appliances not under guarantee, the round trip transport is payable by the distributor. The parts and workforce are invoiced at the current rate. A preliminary estimate can be supplied.

Coffee grinder not using SANTOS original burrs are not taken under guarantee. The warranty conditions, repairs, reconditioning, of the espresso coffee grinder are the object of a specific note. Our guarantee does not extend to the payment of penalties, the repair of direct or indirect damages and notably to any loss of income resulting from the nonconformity or the defectiveness of products, SANTOS's global responsibility being limited to the sale price of the delivered product and to the possible repair of the defective products.

In any case where SANTOS will replace any product or defective part, this replacement will not lead to any warranty extension.

In case of revelation of an imperfection during the warranty period, the Distributor has to, unless a different written agreement of SANTOS, indicate to his customer to stop any use of the defective product. Such a use would release SANTOS of any responsibility.

7 - FORCE MAJEURE:

Strikes, floods and fires, transport disturbances or interruptions, difficulties of supply in raw materials or in energy, important accidents affecting the subcontractors’ production, bankruptcy reorganization proceedings or winding up by a court’s decision of the subcontractors, various accidents affecting the storage of products and, generally speaking, any events independent from SANTOS's will having the effect of preventing or of delaying the manufacturing, the provision or the delivery of products are cases of absolute necessity which release SANTOS of any obligation to perform the orders and to pay compensations, penalties of delay or damages.

8 – INFRIGEMENT:

The distributor undertakes neither to reproduce original parts nor to use forged parts or pirated copies. The use of faked components will lead to the loss of the guarantee offered by SANTOS. SANTOS will never be held responsible for the consequences of the use of parts it has neither conceived nor manufactured.

9 – RETURN OF GOODS:

Exceptionally, SANTOS accepts the return of devices within 3 months after the date of invoicing. A discount will be applied to the sale price, VAT excluded, of the product:

- 15% discount in case the product has never served,

- 25% discount in case the Product has already been used, even experimentally.

10 - WEEE DIRECTIVE:

SANTOS will take back and process, free of charge, SANTOS equipment’s placed on the French market at their life’s end, in compliance with the article R543-195 of the French environmental code.

Acting in the name of and on behalf of SANTOS, Ecologic, organization approved by French Authorities, will organize all operations of take back, treatment, recovery (of EEE) according to the French and European requirements.

For all requests of collection, please visit: www.ecologic-france.com.

By joining Ecologic, Santos Company, shows its will to offer a solution to its French customers concerning the end of life of Santos products.

Thus, Santos participates in the collective efforts and in the declarations of collection and treatment of the WEEE in France, for which the member state is responsible towards the European Union.” Any Distributor in any European country except France shall refer to its WEEE local regulation.

11 - APPLICABLE LAW– COMPETENT COURT:

The sale of SANTOS’ products is governed by French Law. The application of the Vienna Convention dated April, 11th, 1980 is expressly excluded by the parties. ANY DISPUTE CONCERNING AN ORDER MADE TO SANTOS WILL BE OF EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF LYON. IN CASE OF DISPUTE CONCERNING A FAKED PART, THE COURTS OF PARIS HAVE JURISDICTION.

12 – ACCEPTATION BY THE DISTRIBUTOR

These General Sales Conditions are expressly accepted by the Distributor. The Distributor declares knowing these Conditions perfectly, and consequently renounces to the application of any other document, especially any General Conditions of Purchase.