SAS SMARTRIUM, with share capital of 5,000 euros, headquartered at ZA Les Lebreyres, 3 Chemin des Frênes 43400 LE CHAMBON SUR LIGNON, registered with the PUY EN VELAY Commercial Court under number 952 717 973 (Telephone: 04 71 65 90 29/ Fax:04 71 59 27 48/ Email address: contact@smartrium.eu), hereinafter referred to as the "Company", specializes in the design, marketing, installation, maintenance and servicing of FireSafety Solutions for high-risk industries. These general contractual terms and conditions apply ipso jure to all offers of Fire Safety Solution products and services, hereinafter referred to as the "Products", proposed by the "Company" to its professional customers as defined by the preliminary article of the French Consumer Code, hereinafter referred to as the "Customer". The Company also offers training sessions, which are governed by separate terms and conditions. These general contractual conditions govern the marketing and maintenance of the Products offered by the Company under the conditions defined below, with the exception of services provided by specialized co-contracting partner companies as described in article 5 below.

They apply to all offers marketed directly (sale) or to offers marketed indirectly (leasing) of Products offered by the Company. The Customer is deemed to accept them without reservation by expressly or tacitly accepting the Company's quotation. They take precedence over all general conditions of purchase. The present conditions have been made available to the Customer in accordance with the provisions of article L441-6 of the French Commercial Code.

At the Customer's request, and after prior analysis of the Customer's needs by the Company, a quotation describing the Products ordered will be provided by the Company together with these general contractual conditions. This quotation constitutes an offer from theSociety. This offer is valid for 90 days from its date, unless otherwise stipulated. The contract is deemed to have been concluded on the date of acceptance of the quotation by the Customer, which in the absence of a specific date, will be the date shown on the quotation. Acceptance is generally express, but may also be tacit.

In certain cases, the Company may draw up a set of specifications in association with the Customer, which will serve as a basis for drawing up a contract defining the Company's commitments. In this case, the contract will be formed on the date it is signed.

When the Customer opts for a finance lease, he enters into a finance contract with a finance company. In this case, the contract will only be deemed to have been formed subject to acceptance of the financing by the finance company. The Customer undertakes to provide the credit institution with the legal, accounting and tax documentation required to verify the Customer's solvency for the financing operation. Should the Customer fail to provide this documentation, he/she will be liable to pay damages to the Company. The Customer also undertakes to send the Company the completed and signed "account opening application" and, if necessary, any contracts ancillary to the main contract, such as the fire safety maintenance contract, the verification contract and the SIM card subscription contract. As a prerequisite for any intervention, the Company requires the return of the account opening request, even in the event of acceptance of the quotation or signature of the contract by the Customer.

For buildings constructed before July 1, 1997, the Customer acknowledges that he/she has a legal obligation (both as operator and owner) to inform the Company of the presence of asbestos in his/her building (which is not always visible by a simple visual inspection) and, to this end, to keep and update an Asbestos Technical File (DAT) and to communicate it to the Company as soon as he/she accepts the quotation or signs the contract. The customer's obligation to provide this information is justified by public health imperatives. In addition, the Company may be obliged to deploy specific human and material resources, justifying an additional cost compared with the estimate or contract initially drawn up. This additional estimate must be accepted by the customer before any intervention by the company. In the absence of express acceptance of the supplementary estimate, the estimate or contract initially accepted will be considered null and void.

The Products offered by the Company presuppose the definition of the location where the Product is to be installed. At the Company's request, the Customer may be required to provide a stable substrate or platform for the installation of the Product, in accordance with the Company's specifications. The location where the Product is to be installed is defined by mutual agreement in relation to a given environment and objective, particularly as regards the area to be protected. Any change in the environment may render the Product ineffective. For this reason, the Customer undertakes to inform the Company immediately of any modifications (e.g. changes in the layout, use or content of the premises) likely to have direct or indirect consequences on the Product ordered. The same applies to any change in the environment, whether climatic, electromagnetic or physicochemical. The Customer also undertakes to provide all the equipment necessary for the efficiency of the Product, in particular an electrical service, an internet connection and a water supply. Both the platform and the above-mentioned equipment are not part of the Product. The Customer undertakes to provide, repair and maintain at his own expense his equipment and to keep the site and the Product clean and free of clutter. No material may accumulate or be stored within 5 meters of the Product. The Customer shall leave the Product freely accessible to allow any intervention and/or maintenance services performed by the Company under a separate contract.

Delivery is made to the place indicated by the customer. Where the quotation specifies a delivery time, this can only be given as an indication and without guarantee. However, should the Company be unable to meet this deadline, it will inform the Customer. Any reasonable delay in delivery of the Product shall not entitle the Customer to claim damages or to cancel the order. In addition, any event beyond the control of the Company and/or qualifying as force majeure (CF article 12 below), which results in a delay in delivery, shall automatically suspend the delivery period indicated. In any event, delivery within the time limit can only take place if the Customer is up to date with its obligations to the Company, both financial and in terms of communication of documents (CF: article 2 above).

In the event of a missing or damaged Product at the time of delivery, the Customer must make all necessary reservations on the delivery note, or within 3 days of delivery. In the event of delivery of a defective Product by the carrier, the Customer must, in accordance with the provisions of article L 133-3 of the French Commercial Code, notify all reservations to the carrier within 3 days, with a copy of this letter to the Company.

From the moment of delivery, the Customer has custody of the Product and is civilly liable for it. He/she undertakes to maintain it in good condition. In the event of disappearance or deterioration of the Product after delivery, the Customer shall inform the Company within 48 hours.

The Company installs and commissions the Product. During this installation, the Company carries out tests to ensure that the Product functions correctly, that it is put into service, and that it is connected to the monitoring center. On delivery of the product, the customer must ensure that it conforms to specifications and that there are no apparent defects. An installation report is drawn up. An unconditional report signed by the Customer or one of his representatives implies acceptance of the product and installation, and an obligation to pay the price. If no complaint or reservation is made in this respect by the Customer on the day of delivery of the Products, the said Products may no longer be taken back or exchanged, in application of the provisions of article 1642 of the French Civil Code.

When the Product requires connection to a monitoring center, or when the Customer opts to connect the Product to a monitoring center, the Company offers the Customer the option of contracting directly with a partner company specializing in remote monitoring, which provides this service independently of the Company's activity, as a co-contractor. In this case, the customer acknowledges that he/she has read the general and special conditions of the remote monitoring company. The same applies if the Customer opts for a subscription to a telecommunication service (SIM card type). The Company cannot be held responsible for any dissatisfaction on the part of the Customer with the services of the partner company. In fact, the Company works with qualified professionals to offer a global service to the Customer, without taking on the role of project manager.

The Customer is informed that the Product is electrical and electronic equipment and must not be disposed of with unsorted waste, for reasons of public health and respect for the environment.

If the customer opts for a financial lease, the Products will be specifically acquired by the Company and then transferred to the financing institution which takes charge of the financing operation.

The Products sold are covered by the legal warranty against hidden defects, as defined in article 1641 of the French Civil Code. In addition, Products sold may be covered by a manufacturer's contractual warranty. In this case, the warranty applies under the same conditions as those of the manufacturer, which the Customer acknowledges.

The Company's warranty, whether legal or contractual, is limited to the repair or replacement, at its option, of the defective product. Repair or replacement may be carried out on the Company's premises or on site. This warranty does not cover any other prejudice which may result from the defective operation, immobilization or repair of the product, such as, but not limited to, commercial prejudice, loss of sales, operating loss or loss of commercial margin. Repair or replacement of the Product or part of the Product does not extend the warranty period. The warranty is valid only if the Company maintains the products it sells. Any intervention by a third party on these products, not mandated by the Company, is a cause for exclusion of the warranty.

The warranty also does not apply in the case of abnormal or faulty use, modifications made by the Customer after the order has been placed without the Company's knowledge, lack of maintenance, negligence or failure to comply with current regulations, voluntary or accidental damage due to impact, bad weather, fire or explosion, breakage, accident, harmful environmental influences, storms, floods, damage caused by acts of vandalism or malicious mischief, theft or attempted theft, or any other cause unrelated to the intrinsic qualities of the Products.

Where the alarm system is connected to the monitoring center via the Internet, reception of alarm messages is dependent in particular on the availability of the Internet service, faulty access and a good power supply. The customer's attention is therefore drawn to the need to use an additional connection if necessary. The customer undertakes to inform the third-party company in charge of this remote monitoring service without delay of any incident that may affect the reception of alarm messages by the monitoring center. The company points out that this service is provided by a third-party company, a legal entity distinct from its own.

The Company offers the Customer an average maintenance service with a variable frequency depending on the Product(s) chosen by the Customer. This maintenance may be carried out either by the Company visiting the Customer, or by remote maintenance. The Customer authorizes the Company to carry out, for the duration of the contract, any settings or updates necessary for the proper operation of the Product. In the event of the subsequent addition of an accessory to the Product benefiting from maintenance, the duration of the maintenance contract relating to this accessory will expire, unless otherwise stipulated, on the same date as that shown on the initial offer accepted by the Customer. Intervention operations are specified on an intervention order, a copy of which is left with the Customer.

The following are excluded from maintenance services: Product additions during the course of the contract, bringing Products into conformity, Product modifications or adaptations. These new services will be carried out after acceptance of an estimate by the Customer and will be invoiced in addition. Interventions caused by abnormal use of the Product or caused by its voluntary or involuntary deterioration; repair costs following a fire, theft, electrical problem, lightning, flood; any request not falling within the scope of normal maintenance of the Product, such as the dismantling and reassembly of the Product following work or modifications made by the Customer. These services may be carried out after acceptance of a quotation by the Customer, and will be invoiced in addition.

If, during the term of the contract, the installed Product requires upgrading to comply with standards, any refusal by the Customer to carry out the upgrading or refurbishment recommended by the Company may be grounds for termination of the contract at the Customer's expense, and will in all cases exonerate the Company from all liability.

The Company offers a Product or installation based on the needs expressed by the Customer and the configuration of his premises. The Customer shall refrain from modifying this configuration without the Company's knowledge, from modifying or unplugging any of the Products, or from carrying out any work on the installation other than that required for normal operation, as explained by the Company. The Customer must regularly ensure the normal operation of the installation within the limits of the functions available to him. He must ensure that his premises are properly supplied with fluids. The Customer undertakes to inform the Company as soon as possible of any modifications (e.g. changes in the layout, use or contents of the premises, alterations or improvements to the means of protection or closure) likely to have direct or indirect consequences on the installation or the Products installed.

If the Company carries out work on an RIA installation at the Customer's request, the Customer's attention is drawn, as soon as the quotation is drawn up, to the need to cut off the water supply before any work is carried out. For reasons of liability, the company reserves the right not to proceed with its intervention if it finds, once on site, that the customer has not cut off the water supply. The Customer accepts that, in this case, he may be required to bear the cost of the Company's journey.

Failing this, the Company's liability will necessarily be excluded in such cases. In the event of partial or total interruption of operation or removal of lead from one of the Products, the Customer undertakes to immediately summon the Company to carry out the repair and restore the monitoring or safety device, failing which the Company shall be fully exempt from liability. During the entire period of interruption, the Customer shall be personally responsible for any security or guarding measures that may be required.

The Company is not responsible for any electromagnetic, electrical or radioelectric interference with other equipment that may be caused by the installation of the Product. The Company shall not be held liable in the event of misuse, lack of maintenance, normal wear and tear of the Product, use of the services of a person other than the Company to repair or maintain the Product, refusal by the Customer to carry out the necessary repairs or adaptations made compulsory by the applicable regulations, addition or connection of equipment or parts to the Product without the prior written consent of the Company. The Customer is hereby informed of the need to take all necessary measures, in particular to close the openings of the protected site, when he, his employees or any persons legally entitled to enter the site leave it. In general, the Customer undertakes to implement all measures to ensure the reliability of the Products and the security of the premises. In this respect, the Customer acknowledges that the Products offered do not in themselves constitute an anti-intrusion or fire-fighting system. The Products are a complement to the installation of a protection system and to diligent behavior on the part of the Customer. The Customer also undertakes to notify the Company immediately of any changes to the layout, use or purpose of the premises, as well as any changes to the telephone or Internet environment, so that the Company can propose configuration changes accordingly.

In any event, should the Company be held liable, whatever the cause, only direct loss linked to a proven fault on the part of the Company may be compensated, to the exclusion of commercial loss, loss of sales, operating loss or commercial margin. The resulting prejudice to the Customer may not be compensated in excess of a ceiling set at 100,000 euros exclusive of tax for all items of compensable prejudice combined, or within the limit of the guarantees subscribed with the Company's insurance company, when the insurance company guarantees the risk even if it proves to be higher.

All contracts are concluded under the pricing conditions in force on the date of the offer and within the limit of the validity of this offer. These prices are, at this date, firm and definitive. They exclude taxes, administrative costs, travel expenses and delivery charges. If, at the time of installation, additional costs are incurred for Services or Products not foreseeable at the time the quotation is drawn up, the price of these Services and/or Products will be invoiced at the current rate, which the Customer acknowledges.

In the case of financial leasing, the Customer chooses on the commercial offer the rental payment terms. In the case of financial leasing, the price of the maintenance service is added to the price of the Product. Rental payments are made by the Customer to the finance company.

Unless otherwise stipulated in the contract or in specific contracts, the price of the Products is payable as follows: 50% on signature of the quotation for all orders, 45% on the fortnight following scheduling of the work, 5% on acceptance of the work.

Unless otherwise stipulated, payment of the price will be made by bank transfer or by direct debit from the Customer's bank account on the due date (maintenance contract part). No discount is granted for early payment. The Customer signs a SEPA mandate valid for the entire duration of the contract and its renewals. The mandate given by the Customer will be usable for all contracts concluded with the latter, under the terms of which the Customer authorizes payment using the said mandate.

Failure to pay by the due date will incur penalties equal to the European Central Bank's (ECB) semi-annual reference rate (Refi rate), in force on January 1 or July 1 depending on the contract date, increased by 10 points: i.e. 10.05%. They will be applied from the day following the payment date shown on the invoice.

Any payment made after the payment deadline will also automatically incur, without prior notice, a fixed indemnity for collection costs of 40 euros, without prejudice to the Company's right to claim additional compensation if the collection costs it has incurred exceed this amount. All disbursements and fees incurred to recover the debt will be payable in addition to this indemnity.

Furthermore, in the event of non-payment of any overdue invoice, the Company reserves the right to suspend all services until the invoice has been settled in cash, without prejudice to the application of the provisions specified above. In the event of the Company having to interrupt its services due to late payment, the Customer may not blame the Company for failing to intervene, and may not hold the Company liable for failure to comply with its obligations in connection with the interruption of its services.

Finally, should the Customer's financial situation deteriorate, the Company reserves the right to demand advance payment from the Customer in the form of a pro-forma invoice before any intervention or before the contractually agreed deadline.

The duration of the contract is fixed by the contractual terms and conditions.

If the contract is financed by a financial lease, the duration of the contract is based on the duration of the financial lease. It is firm and non-revisable.

At the end of the contract, whatever the cause, if the installed Product remains the property of the Company or the finance company, the Company will dismantle the Product and invoice the Customer for the dismantling costs. Any repair work, such as filling in drill holes or any other consequences resulting from the installation of the Product, will remain the exclusive responsibility of the Customer.

In the event of breach or non-performance of any of its obligations by either party, the aggrieved party shall be entitled to terminate the contract ipso jure 30 DAYS after formal notice to perform has been sent to the defaulting party by registered letter with acknowledgement of receipt and has remained without effect, without prejudice to its right to claim compensation for the full amount of its loss.

In the event of early termination of the fixed-term contract, and except in the case of gross negligence, the Customer shall immediately pay all sums remaining due to the Company under this contract.

Any event beyond the control of the parties, which could not be reasonably foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, such as, by way of example but not limited to: pandemic, electrical problems, lightning, flooding, strike, war, shall result in suspension of the contract.

If the circumstances which oblige one of the parties to suspend performance of the contract continue for more than six months, either party may request termination of the contract.

In the case of financial leasing, ownership of the Product is in no way transferred to the Customer. In the case of sale, products are sold subject to retention of title. The Company retains ownership of the Products until full and effective payment of the price by the Customer. In the event of non-payment by the due date, the Company may reclaim the Products and cancel the sale. These provisions do not preclude the transfer of the risks of the products sold upon delivery. The Customer undertakes not to transform, incorporate, resell or pledge the Products until full payment has been received, failing which the Company shall immediately reclaim the Products.

The Company undertakes to carry out any processing of personal data in accordance with the French Data Protection Act of January 6, 1978, as amended, and the European Data Protection Regulation of April 27, 2016. The Company undertakes to use the Customer's personal data solely for the purposes of proper management and performance of the contract and its development, debt collection, prospecting and sales promotion with a view, in particular, to personalized proposals, statistical research, risk assessment and management, security and prevention of non-payment and fraud, building customer loyalty, handling calls and managing complaints. Personal data concerning the Customer and any trusted third parties designated by the Customer are processed electronically. The Customer confirms that he has obtained the consent of these persons to the transmission of their personal data. E-mail addresses supplied by the Customer will only be communicated to third parties for the sole purpose of managing the contract. The customer has the right to access, modify, rectify, delete and port personal data. The customer has the right to object to the processing of personal data for legitimate reasons, as well as the right to object to such data being used for commercial prospecting purposes. Such rights may be exercised by sending a request accompanied by a photocopy of an identity document by e-mail or post to the following address: SAS SMARTRIUM, a limited liability company with a share capital of 5,000 euros, whose registered office is at ZA Les Lebreyres, 3Chemin des Frênes 43400 LE CHAMBON SUR LIGNON, (Telephone: 04 71 65 90 29/ Fax: 04 71 59 27 48/ Email address: contact@smartrium.eu).

The Company also informs the Customer that the use of the Product in the context of an employer/employee relationship requires the prior written information of employees in accordance with article L 1222-4 of the French Labor Code. The Customer acknowledges that it is bound to comply with the obligations incumbent upon it in its capacity as employer and controller of personal data relating to these employees, and in particular to respect their privacy, including in the workplace, and to enable them to exercise the rights granted to them by the French Data Protection Act (loi informatique et libertés) relating to data processing, files and civil liberties. Under no circumstances may the Company be held responsible for any use of the service by the Customer that does not comply with current legislation.

The Company is insured for civil liability. In the event that the Products are financed by means of a financial lease, the Customer shall be liable for any damage suffered by the Products or caused to third parties by the said Products, unless such damage results from a latent defect in the Product.

The Customer acknowledges that the Products offered by the Company are intended to inform the Customer of any declared fire. These Products are not intended to prevent such risks, and the Customer therefore undertakes to take out an insurance policy to cover the risks and material and financial consequences associated with the risk of intrusion, theft and fire.

These general terms and conditions of sale are governed by French law. Any dispute relating to the interpretation and execution of product sales will be under the exclusive jurisdiction of the Commercial Court of SMARTRIUM's head office.