B2B General Terms and Conditions of Sale

ADC Active Distribution Company

Preamble

These General Terms and Conditions of Sale (hereinafter the "GTC") govern all sales made by:

ADC ACTIVE DISTRIBUTION COMPANY
Trading name: ADC SOLUTIONS
Simplified Joint Stock Company (SAS)
Registered office: 40 Impasse des Joncs – 26780 MALATAVERNE, France
SIREN: 432 961 134
SIRET: 432 961 134 00041
EU VAT number: FR64432961134
Activity: Wholesale of chemical products – APE 4675Z
Represented by: EURL ARIBIO BAT, Stéphane Alliot, President
Hereinafter referred to as "ADC".

These GTC apply to all sales concluded through:

• the ADC website;
• quotations;
• direct orders;
• orders placed by email;
• orders placed by telephone;
• orders placed by any electronic means.

Any order implies full and unreserved acceptance of these GTC.

Article 1 – Exclusively Professional Clientele

The products sold by ADC are intended exclusively for professional customers. Consumers, private individuals, and non-professionals are not authorised to place orders.

The Customer declares:

• to be acting within the scope of their professional activity;
• to hold the necessary authority to bind the company they represent;
• to be in compliance with the legal obligations applicable to their activity.

ADC reserves the right:

• to verify the professional status of the Customer;
• to request any supporting document;
• to suspend or refuse an order.

Documents that may be requested include in particular:

• company registration extract (Kbis);
• SIREN number;
• EU VAT number;
• proof of business activity.

Article 2 – Scope of Application

These GTC apply to all sales made by ADC. They take precedence over any document issued by the Customer, including in particular:

• general purchasing conditions;
• purchase orders;
• specific conditions.

Any derogation must be the subject of prior written agreement from ADC. Failure to object at the time of placing an order constitutes unreserved acceptance of these GTC.

Article 3 – Customer Account Creation

Access to ordering features may require the creation of a customer account. The Customer undertakes to provide accurate, complete, and up-to-date information.

The Customer remains solely responsible for:

• their login credentials;
• their password;
• any use of their account.

ADC may:

• suspend an account;
• require a password reset;
• close an account in the event of fraudulent or non-compliant use.

Article 4 – Order Formation

Information displayed on the website constitutes an invitation to contract and not a firm offer. An order is only definitively formed after:

• validation by ADC;
• possible verification of the customer file;
• product availability;
• receipt of payment.

ADC may refuse an order in particular in the event of:

• a prior dispute;
• unpaid invoice;
• financial risk;
• obvious error;
• suspicion of fraud;
• non-compliance with these GTC.

Article 5 – Minimum Order

The minimum order amount is set at €500 excl. VAT, excluding shipping costs. ADC reserves the right to refuse any order below this amount.

This threshold is assessed:

• after any applicable discounts;
• before shipping costs;
• before taxes.

Article 6 – Product Availability

Offers are valid subject to available stock. ADC reserves the right to:

• modify its catalogue;
• discontinue a product reference;
• modify packaging;
• replace supplier packaging.

Photographs, illustrations, videos, and visuals are for illustrative purposes only. Minor differences in appearance shall not constitute grounds for ADC's liability.

Article 7 – Prices

Prices are expressed in euros excluding taxes. Displayed prices do not include:

• shipping costs;
• shipping insurance;
• local taxes;
• customs duties;
• import administrative fees.

ADC may modify its prices at any time. Products are invoiced at the prices in force on the date the order is accepted. ADC reserves the right to correct any material error affecting a price, product reference, or product specification.

Article 8 – Commercial Discounts

8.1 New Customer Discount

All new customers receive a commercial discount of 5% on their first order. This discount:

• is limited to a single order;
• cannot be combined with another promotion;
• is subject to compliance with the minimum order amount.

The Company reserves the right to cancel or modify its commercial discount policy at any time.

8.2 Volume Discount Structure

Additional discounts may be granted based on:

• order volumes;
• order frequency;
• turnover achieved;
• the commercial potential of the Customer.

These discounts are assessed on a case-by-case basis, must be subject to prior agreement, and may be negotiated by telephone or email. No additional discount is granted as of right.

Article 9 – Payment

Unless a specific written agreement has been negotiated in advance: payment is due in full at the time of ordering. Accepted payment methods are those available on the website.

ADC reserves the right:

• to modify the available payment methods;
• to require advance payment;
• to request additional guarantees.

An order is only considered accepted upon actual receipt of the sums due.

Article 10 – Late Payment

Any invoice unpaid at its due date shall automatically result in:

• the application of late payment penalties calculated on the basis of the ECB reference rate plus ten percentage points;
• the immediate demand for all outstanding sums due;
• a fixed recovery indemnity of €40.

Where recovery costs incurred exceed this amount, ADC may seek additional compensation. ADC may also suspend ongoing orders, refuse any new order, or require full payment in advance.

Article 11 – Order Control and Verification

ADC reserves the right to carry out any verification intended to prevent fraud, identity theft, financial risks, and violations of export regulations.

ADC may request:

• a company registration extract (Kbis);
• an identity document of the legal representative;
• proof of bank details;
• a valid VAT number.

If the requested documents are not received within fifteen days, the order may be cancelled.

Article 12 – Electronic Evidence

Computer records kept in ADC's systems constitute admissible evidence between the parties. The following are considered in particular as items of evidence:

• order confirmations;
• emails;
• computer logs;
• electronic invoices;
• connection histories;
• exchanges via the customer portal.

These elements have the same evidentiary value as a paper document.

Article 13 – Delivery

ADC delivers within France, within the European Union, and internationally. Communicated delivery times are given for indicative purposes only. They depend in particular on:

• product availability;
• supplier lead times;
• carrier lead times;
• administrative formalities;
• customs formalities.

Delays may not give rise to automatic cancellation, refusal of payment, penalties, or compensation. ADC may proceed with partial deliveries without the Customer's prior consent. Each partial delivery may be invoiced separately.

Article 14 – Shipping Conditions

Unless otherwise agreed in writing, goods travel at the risk and expense of the professional Customer. The Customer is required to check:

• the condition of the packaging;
• quantitative compliance;
• the apparent condition of the goods.

Any reservation must be noted on the carrier's delivery slip, be precise and detailed, and be confirmed in writing within three working days following delivery.

General statements such as "subject to unpacking", "damaged parcel", or "subject to inspection" will not be considered valid reservations.

Article 15 – Transfer of Risk

Transfer of risk occurs upon handover of the goods to the carrier, freight forwarder, or any person designated to handle transportation. From that date, the risks of loss, deterioration, and theft are transferred to the Customer. This provision applies even where a retention of title clause is in force.

Article 16 – Export and Customs

For sales outside France or outside the European Union, the Customer remains solely responsible for:

• customs formalities;
• any required licences;
• administrative authorisations;
• customs duties;
• local taxes;
• import regulations.

ADC does not guarantee the regulatory compliance of products under legislation applicable outside the European Union. Any refusal of entry into a territory, customs blockage, or administrative seizure remains the exclusive responsibility of the Customer.

Article 17 – Claims and Apparent Non-Conformities

Any claim relating to quantity, packaging, appearance, or apparent non-conformity must be submitted within a maximum period of eight calendar days from receipt. After this period, the goods shall be deemed accepted without reservation.

No return may be made without prior written approval from ADC.

Article 18 – Returns of Goods

No return of goods may be made without prior written authorisation from ADC. Any accepted return must:

• be made in the original packaging;
• be accompanied by the return reference provided;
• be carried out within the specified timeframe.

Opened, used, processed, repackaged, or altered products cannot be returned. Return costs remain the Customer's responsibility unless otherwise agreed in writing.

Article 19 – Retention of Title

ADC retains ownership of the goods sold until full payment of the principal, interest, and ancillary costs has been received. The Customer is prohibited from reselling unpaid goods outside of normal business activity, pledging them as security, encumbering them, or transferring them as collateral.

In the event of non-payment, ADC may require the immediate return of the goods at the Customer's expense. Any deposits already paid shall remain with ADC as an initial indemnity.

Article 20 – Warranties

ADC warrants only that products conform to the technical specifications communicated at the time of sale. ADC does not warrant:

• fitness for a particular purpose;
• results obtained by the Customer;
• the performance of a finished product;
• the Customer's industrial performance.

The Customer is solely responsible for the choice of products, prior testing, integration into their processes, and validation of their formulations.

Article 21 – Limitation of Liability

ADC's total cumulative liability, for all causes combined, is limited to the amount excluding taxes of the relevant order. ADC shall not be liable for loss of revenue, turnover, production, data, customers, market share, reputational damage, reformulation costs, product recalls, or any indirect damage.

This limitation does not apply in the event of gross negligence or wilful misconduct.

Article 22 – No Advisory Obligation

ADC acts exclusively as a supplier of raw materials and technical products. Any technical information that may be communicated is provided for indicative purposes only and does not constitute personalised advice, technical validation, or a guarantee of results. The Customer remains solely responsible for their technical and commercial choices.

Article 23 – Force Majeure

Neither party may be held liable where a force majeure event prevents the fulfilment of its obligations. The following are considered force majeure events in particular:

• natural disasters;
• fires;
• pandemics;
• armed conflicts;
• terrorist acts;
• major cyberattacks;
• raw material shortages;
• energy failures;
• internal or external strikes;
• logistical blockages;
• government measures.

Affected obligations shall be suspended for the duration of the event.

Article 24 – Hardship

In the event of an unforeseeable change in economic conditions rendering performance of the contract excessively onerous for ADC, notably due to an increase in the cost of raw materials, energy, transportation, or a regulatory change, ADC may request renegotiation of the contract. In the absence of agreement, ADC may suspend or terminate the affected orders without compensation.

Article 25 – Intellectual Property

All elements on the ADC website remain the exclusive property of ADC or its partners. The following are protected in particular:

• trademarks;
• logos;
• texts;
• photographs;
• technical data sheets;
• videos;
• illustrations;
• databases.

Any reproduction, representation, extraction, or reuse is prohibited without prior written authorisation.

Article 26 – Confidentiality

The Customer undertakes to keep strictly confidential all commercial, technical, or pricing information obtained from ADC. This obligation remains in force for five years after the end of the commercial relationship.

Article 27 – Economic Sanctions and Embargoes

The Customer declares that it is not subject to any embargo, asset freeze, or international trade restriction. ADC may suspend or refuse any order that may contravene applicable French, European, or international regulations.

Article 28 – Contractual Limitation Period

Any legal action brought by a professional Customer against ADC must be initiated within a maximum period of one year from the event giving rise to the claim. After this period, any action shall be time-barred to the extent permitted by law.

Article 29 – Partial Invalidity

The potential invalidity of any provision of these GTC shall not affect the validity of the remaining provisions. The parties shall endeavour to replace the relevant clause with a legally valid provision pursuing an equivalent economic objective.

Article 30 – Applicable Law and Jurisdiction

These GTC are governed by French law. In the event of a dispute, the parties undertake to first seek an amicable resolution. In the absence of agreement within thirty days of notification of the dispute, exclusive jurisdiction is attributed to the Commercial Court of Romans-sur-Isère, including in summary proceedings, warranty claims, cases involving multiple defendants, and urgent proceedings.

ADC nevertheless retains the right to bring proceedings before any other competent court for the purpose of recovering its receivables.

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Special Conditions Applicable to Chemical Products, Raw Materials, Waxes, Fragrances, and Additives

The provisions of this chapter supplement the General Terms and Conditions of Sale. In the event of conflict, these provisions shall prevail for the products concerned.

Article 31 – REACH Compliance

ADC sells products which, depending on their nature, fall under the European REACH Regulation (EC No. 1907/2006). ADC provides the regulatory information available at the time of commercialisation.

The Customer acknowledges that:

• REACH regulations evolve regularly;
• certain substances may be subject to future restrictions;
• certain uses may be prohibited or subject to authorisation.

ADC does not guarantee the future maintenance of a substance within an unchanged regulatory framework. The Customer remains solely responsible for verifying the regulatory compliance of the intended use of the products.

Article 32 – CLP Compliance

The Customer acknowledges being aware of the obligations arising from the CLP Regulation (EC No. 1272/2008). The Customer remains solely responsible for:

• the classification of finished products they manufacture;
• their labelling;
• their packaging;
• hazard statements;
• pictograms;
• applicable notification obligations.

ADC shall not be liable for any classification or labelling error made by the Customer.

Article 33 – Safety Data Sheets (SDS)

Where required by regulation, ADC provides a Safety Data Sheet. The Customer undertakes to:

• consult the SDS prior to use;
• distribute them to their personnel;
• train the relevant users;
• comply with the indicated preventive measures.

ADC shall not be liable for misinterpretation, failure to consult, or non-compliance with safety recommendations.

Article 34 – Professional Competence Obligation

The Customer acknowledges having the technical expertise, regulatory knowledge, appropriate equipment, and necessary authorisations to handle the ordered products. ADC acts exclusively as a supplier. No order shall be construed as a consultancy or technical assistance engagement.

Article 35 – Prior Testing and Validation

The Customer is required to carry out their own tests before any industrial or commercial use. These tests must in particular verify:

• the compatibility of raw materials;
• the stability of formulations;
• expected performance;
• regulatory compliance;
• the safety of end users.

ADC does not guarantee results obtained in the Customer's processes.

Article 36 – Candle Formulations and Derived Products

ADC supplies raw materials intended to be processed. ADC is not involved in:

• recipes;
• formulations;
• dosages;
• manufacturing temperatures;
• pouring processes;
• wick selection;
• container selection.

The Customer remains solely responsible for the finished products they manufacture. ADC does not warrant in particular:

• burn quality;
• absence of smoke;
• absence of soot;
• absence of tunnelling;
• adhesion to the container;
• olfactory performance;
• fragrance diffusion;
• dye stability;
• burn duration.

Article 37 – Liability Regarding Fragrances

Fragrances sold by ADC are supplied as raw materials. The Customer remains solely responsible for:

• their incorporation;
• dosages used;
• compliance of finished products;
• IFRA obligations;
• CLP obligations;
• allergen obligations.

ADC does not guarantee the behaviour of a fragrance in a specific formulation.

Article 38 – Liability Regarding Dyes

Dyes may exhibit variations related to concentration, storage conditions, associated raw materials, or manufacturing processes. ADC does not guarantee:

• obtaining an identical shade;
• absolute colour stability;
• UV resistance;
• absence of pigment migration.

Article 39 – Natural Variations in Raw Materials

Certain raw materials sold by ADC are of natural, plant, or mineral origin. The Customer acknowledges that normal variations may exist between different batches with respect to:

• colour;
• odour;
• texture;
• viscosity;
• density;
• melting point;
• geographical origin;
• organoleptic characteristics.

Such variations do not constitute a non-conformity defect.

Article 40 – Evolution of Raw Materials

ADC does not guarantee absolute consistency of characteristics from one batch to another. Changes resulting from harvests, geographical origins, suppliers, climatic conditions, or industrial constraints shall not be considered a defect where essential specifications are met.

Article 41 – Product Storage

After delivery, the Customer becomes solely responsible for storage. The Customer must comply with:

• recommended temperatures;
• humidity conditions;
• ventilation conditions;
• shelf life durations;
• recommendations stated on packaging and SDS.

ADC shall not be liable for deterioration resulting from inadequate storage, excessive heat exposure, freezing, contamination, or inappropriate mixing.

Article 42 – Products Intended for Export

The Customer remains solely responsible for import authorisations, customs declarations, local regulatory requirements, and any certifications that may be required. ADC does not guarantee the compliance of products with regulations applicable outside the European Union.

Article 43 – Countries Under Restriction or Embargo

ADC reserves the right to refuse any sale to a territory under embargo, a country subject to restrictions, or a recipient subject to economic sanctions. ADC may request any information relating to the end user, final destination, and end use of the goods.

Article 44 – Batch Traceability

The Customer undertakes to maintain traceability of purchased products. They must be able to identify:

• batch numbers;
• receipt dates;
• uses made.

This obligation applies in particular to products incorporated into manufacturing intended for resale.

Article 45 – Product Recalls

In the event of a recall or quality alert concerning a batch sold by ADC, the Customer undertakes to:

• cooperate fully;
• identify the products concerned;
• suspend their sale;
• provide the relevant information.

ADC shall not be liable for aggravated consequences resulting from a failure to cooperate by the Customer.

Article 46 – Technical Limitation of Liability

ADC's maximum liability is limited to the replacement of a product recognised as non-conforming or to the refund of the price paid for the product concerned. ADC shall not be liable for reformulation costs, withdrawal, destruction, loss of revenue, production, turnover, reputation, or finished product recalls.

Article 47 – Acceptance of Technical Risks

The Customer acknowledges that the raw materials sold by ADC are intended to be incorporated into formulations whose design and conditions of use are outside ADC's control. The Customer assumes all risks related to the processing, manufacturing, storage, commercialisation, and end use of the products they produce.

Article 48 – Express Acceptance of Technical Conditions

Any order implies full and unreserved acceptance of these technical and regulatory provisions. The Customer acknowledges having taken note of the product characteristics, any available SDS, applicable regulatory constraints, and ADC's limits of liability, prior to placing any order.