Preamble:

These general terms and conditions of sale (GTC) apply between “KUBBICK” and “the Client.” KUBBICK is a Limited Liability Company with a capital of 10,000 euros, registered in Paris under the number 800 104 895, and whose head office is located at 42 rue des Jeuneurs, 75002 Paris. These GTCs are addressed to any client company of KUBBICK whose purpose is the resale, distribution, or any form of commercialization of products purchased from KUBBICK. Any order of products implies the Client’s unreserved acceptance of these general terms and conditions of sale. They prevail over any other document, except with KUBBICK’s written agreement. They also prevail over the General Terms and Conditions of Sale published on the e-commerce site www.kubbick.com, which is mainly intended for sale to the general public. Catalogs, advertisements, brochures, and notices published or provided to the Client by KUBBICK do not have contractual value but are for information purposes only.

1. Account Opening

To open an account, the Client must submit an account opening request, a KBIS less than 6 months old, a bank account number (RIB), a copy of the ID of the company representative whose name is listed on the KBIS, as well as these GTC initialed and signed.

2. Orders

Any order sent to KUBBICK is firm and final upon receipt by KUBBICK of a written order form or any other written support (including via the internet), provided there is agreement on the item and the price. Orders placed by phone are never valid. All orders are subject to product availability in stock. The Client acknowledges having read the technical specifications of the ordered products and fully accepts any limitations and possible incompatibilities of the products with other devices.

3. Order Modification and Cancellation

Order modifications or cancellations are only valid if agreed in writing by KUBBICK in response to a written request from the Client. Acceptance or refusal of order modification or cancellation is at KUBBICK’s sole discretion. If the cancellation or modification is granted by KUBBICK while the goods are already in transit, the return of the goods is always at the Client’s expense and risk. A return following an order modification or cancellation is only valid upon the effective return of the goods in their original, unopened packaging and in perfect condition.

4. Delivery Terms

4.1 Delivery Times

For any goods ordered and deemed to be in stock on the order date, KUBBICK ensures delivery within an average period of 3 working days. This period is given as an indication and in good faith. For any goods deemed out of stock on the order date, the shipping and delivery time depends on the origin of the products and is only provided by KUBBICK as an indication. In the event of a delivery delay by KUBBICK, no penalty can be claimed by the Client, who is not entitled to any compensation or to cancel their order for delivery delay.

4.2 Delivery Modalities and Transfer of Ownership

If delivery is provided by KUBBICK or its transport partners, ownership of the goods is transferred at the time of delivery to the Client’s warehouse or premises. If delivery is arranged by the Client, who has appointed a carrier, ownership of the goods is transferred at the time the goods are collected by the carrier from KUBBICK’s warehouse, and the goods travel at the Client’s risk, who is solely responsible for subscribing to insurance covering all risks. In all cases, it is the Client’s responsibility to check the conformity of the delivered products with the order and their good condition in the presence of the carrier upon receipt. If the delivered goods are found to be non-compliant with the order or damaged, the Client must immediately notify the carrier and KUBBICK within a maximum of 3 working days. The mention “subject to inspection” or a reservation that is too general and imprecise has no legal value and does not give any right of recourse (Article l133-3 of the Commercial Code).

5. Prices

Prices are determined according to the KUBBICK price list or negotiated on a case-by-case basis with the Client. In all cases, they must always be confirmed in writing by KUBBICK. Prices are quoted in euros excluding taxes (excluding VAT and any other tax, notably DEEE, RCP, etc.) and excluding shipping costs unless otherwise stated, all at the Client’s expense. Prices are subject to change without notice, particularly based on market and import conditions. The Client acknowledges that they must ensure they have up-to-date prices before each new order. They can at any time obtain updated prices either by contacting a KUBBICK sales representative directly or by logging in with a “professional reseller” account on the kubbick.com website. It is reminded that the Client is always free to set their resale prices, and any indication to the contrary from a KUBBICK representative, employee, agent, or any other KUBBICK representative is neither valid nor admissible and should not be taken into account by the Client.

6. Payment Terms

6.1 Modalities

For any new client, the first order is always payable in full before the goods are shipped. Subject to written approval by KUBBICK’s financial management, subsequent orders may be paid upon delivery or 30 days net from the invoice date. Cash payments are never accepted. KUBBICK reserves the right to request a bank check if necessary. In the case of payment by draft agreed by KUBBICK, the Client undertakes to return the accepted and domiciled draft within one week. The costs associated with payment by draft will be entirely borne by the Client. In the event of non-compliance with payment deadlines, the remaining balance on the invoice is immediately due. In the case of a transfer payment outside the Eurozone, transfer fees are entirely the responsibility of the sender (transfer in “OURS” mode).

6.2 Late Payment Interest and Collection Fees

Unless expressly agreed by KUBBICK on the terms and amount of the discount, the Client is not authorized to apply a financial discount rate for early payment. Late payments compared to the invoice due date automatically generate late payment penalties equal to three times the legal interest rate, payable as of right and without the need for a reminder in accordance with the provisions of Article l 441-6 of the Commercial Code. In addition, in accordance with Decree No. 2012-1115 of October 2, 2012, a fixed compensation for collection costs of 40€ will be due as soon as there is a late payment without the need for a reminder.

6.3 Invoicing

The Client agrees to receive their invoices electronically (by email).

6.4 Disputes

In the event of a dispute or litigation related to the delivery of goods, the Client is not authorized to apply any compensation or withhold payment of any kind. They must file a claim notified by registered letter with acknowledgment of receipt to KUBBICK within a maximum of one week from the delivery date.

6.5 Client Credit

KUBBICK reserves the right to temporarily or permanently suspend deliveries to the Client in the event of exceeded credit limits or payment delays. KUBBICK reserves the right to modify or cancel at any time and without notice the credit limit and/or payment terms granted to the Client.

6.6 Payment Incident

In the event of a payment incident or insolvency of the Client, KUBBICK reserves the right to immediately demand all sums due by the Client and to cease all ongoing or future deliveries.

7. Defective Products

Defective products must be returned in their original packaging with all accessories, software, and instructions and with KUBBICK’s approval (materialized by an RMA number). The return is void if the equipment has been tampered with by personnel outside KUBBICK or if the defects are directly or indirectly due to improper storage, faulty maintenance, or abnormal use of the equipment. Once the RMA number is obtained, the return shipping is the responsibility of the Client, who has the option of grouping their returns over the period of their choice. All products found to be genuinely defective by KUBBICK will be subject to a credit for the invoiced value or a replacement with identical product(s). Credits and replacements will not be processed continuously but on a quarterly or semi-annual calendar basis. The Client agrees to notify KUBBICK without delay and in writing if a rate of defective products exceeds 1.5% of products sold to end customers. If not, and in the absence of such notification, KUBBICK reserves the right to refuse the return and refund of more than 1.5% of defective products.

8. Limited Warranty

The equipment and supplies sold by KUBBICK are subject to warranties defined by the manufacturers themselves, both in terms of their duration and application conditions. KUBBICK is not responsible for the conditions under which manufacturer warranties are applied nor for any refusal or failure by the manufacturers. End customers must themselves assert their right to exercise the warranty with the manufacturers, unless the Client of KUBBICK chooses to collect warranty return requests from their end customers. In this case, KUBBICK may act as an intermediary between the Client and the manufacturer to facilitate and simplify the process of returning goods. Any return of goods under the warranty must first be agreed upon by KUBBICK. KUBBICK does not provide any additional warranty beyond that of the manufacturer, except in the case of manufacturers of electronic devices intended for the French market who do not themselves provide the minimum legal warranty of 2 years. In this case, KUBBICK will cover the extension of the manufacturer’s warranty for the necessary duration and under the same conditions of application as originally offered by the manufacturer. The maximum 1.5% defective product rate clause (see Article 7 above) applies similarly to products subject to a malfunction and a warranty claim.

9. Indemnification

KUBBICK shall not be liable for any indemnification to the Client, end customers, or third parties, whether in terms of warranties or for loss of operation, loss of opportunity, loss of data, financial or commercial damage, or any other damage of any kind, which may be the direct or indirect result of damages suffered due to the use, defect, or failure of goods sold or delivered by KUBBICK.

10. Retention of Title

In accordance with Law No. 80-335 of May 12, 1980, KUBBICK reserves ownership of the goods sold if the Client fails to make effective payment. Failure to pay invoices or any due installments may result in the repossession of the goods, including in the event of the Client’s cessation of activity, transfer of assets, judicial settlement, liquidation of assets, or collective proceedings.

11. Confidentiality

The parties agree to maintain the confidentiality of the information exchanged between them, except for elements that are part of the public domain.

12. Jurisdiction

This contract is governed by French law. Any dispute between the parties related to the formation, conclusion, interpretation, or execution of this contract; and failing amicable settlement, will be submitted to the competent jurisdiction of the Courts of the City of Paris.