These general terms and conditions of sales cancel and replace the previous ones. They can be themselves subjected to a new edition.

1. GENERAL

1.1 The present terms are the General Terms and Conditions of Sales (hereinafter GTCS) of ROLLER GRILL INTERNATIONAL SAS (hereinafter referred to as ROLLER GRILL) for products offered for sale to professional customers, namely distributors (hereinafter referred to as CUSTOMER(S) or BUYER(S)).

1.2 In accordance with current legislation, these GTCS are the sole basis for commercial negotiations between ROLLER GRILL and its CUSTOMERS. Without any written agreement, every order received implies unreserved acceptance of these general conditions of sale, notwithstanding any contrary stipulation, which may appear in particular on the BUYER's purchase orders.

1.3 All orders sent to ROLLER GRILL imply acceptance of the general conditions of sale by the BUYER. Thus, if the GTCS are in opposition to other clauses or any other agreement, the GTCS prevail over these documents.

1.4 By placing an order under the conditions stipulated in the article 3."ORDERS", the BUYER is deemed to have expressly recognized the present GTCS.

1.5 The GTCS apply to the sale of products delivered and invoiced to the BUYER in FRANCE and internationally.

2. OFFERS

2.1 The offers are valid for 30 days and can be modified before any acceptance of the BUYER, especially in terms of schedule.

2.2 The information contained on ROLLER GRILL catalogs, technical and commercial documents is for notice only and may be subject to change.

2.3 ROLLER GRILL reserves the right to withdraw a product from its above mentioned documents without prior notice. Similarly, the improvement of products by ROLLER GRILL in the context of its technological progress or due to applicable regulations is not subject to prior notification, even if it results in variations in the technical characteristics of those products.

3. ORDERS

3.1 "Order" means any order relating to products, spare parts and any services proposed by ROLLER GRILL.

3.2 All orders must specify at least:
- An order number
- The designation of each product or spare part
- The quantity of each product or spare part
- The delivery adress
- The billing address, if different from the delivery address
- The VAT number of the BUYER at his first order at ROLLER GRILL.

3.3 For any order dedicated to export and at the time of the order, the BUYER has to inform ROLLER GRILL of the regulations of his country and his possible wish for a specific packaging or marking. In case of additional costs due to the marking or the specific packaging, this amount will be invoiced in addition to the price fixed in ROLLER GRILL offers.

3.4 Any order from a BUYER is binding as soon as ROLLER GRILL acknowledges receipt of the order and specifies the month in which the order will be manufactured and ready to be shipped.

3.5 In any event, the acceptance by ROLLER GRILL, even in writing, shall remain subject to the condition that until the date of delivery no financial or other risk has arisen which may call it into question. If an order is abnormal or an excessive financial risk or comes from a BUYER who has not fulfilled all his obligations resulting from previous business or who has demonstrated towards ROLLER GRILL an unfair behavior or contrary to good commercial practices, ROLLER GRILL reserves the right to refuse it or, in its discretion, to submit its acceptance to the application of specific conditions appropriate to the situation.

4. PRICES

4.1 The price of the ROLLER GRILL products is a net price dedicated only to distributors (packaging included, except palletization invoiced 13, - EUR net of taxes / pallet). Spare parts prices are provided to distributors upon request.

4.2 The prices and the currency of payment are indicated in Euros ( € ).

4.3 Administrative costs are charged 6, - EUR net of taxes for any order below 100 EUR net of taxes.

4.4 Tariffs, conditions and any discount or refund are communicated by ROLLER GRILL to the BUYER on request. Any reduction in prices, discounts or rebates will only be effective after they have been signed and may not be applied retroactively. Discount 0 for any prepayment.

4.5 In case of sales in France :

The prices of products and spare parts are net of taxes (H.T.) and other duties, and ex works Bonneval for sales in Metropolitan France. Invoices are subject to Value Added Taxes (VAT) on prices exclusive of taxes, at the rate in force at the time of invoicing.

4.6 In case of export sales :

Concerning export sales, prices are Ex-Works Bonneval (EXW) according to the Incoterm CCI 2010. Products intended for export are exempt from Value Added Tax (VAT) according to Article 262 ter of the General Code of Taxes (CGI).

4.7 Prices of products:

The products are invoiced according to the tariff in effect on the day of the availability of the products. ROLLER GRILL revises its product tariff every year at the end of year N for year N + 1 and ensures that the N + 1 tariff is sent within a reasonable period of time (6 to 8 weeks before 1 January of year N + 1) to inform its CUSTOMERS. An advance and prior to 8 - (eight)-week- notice is possible upon written request.

4.8 Prices of spare parts:

The spare parts are invoiced according to the tariff in effect the month of the dispatch. The tariff of spare parts is revised in January every year.

4.9 The BUYER shall bear all taxes, duties, taxes or other charges payable under French law or those of an importing country or a transit country.

5. DELIVERIES

5.1 Unless expressly otherwise stated, the products and spare parts are delivered according to the Incoterm CCI 2010 - EXW - 28800 Bonneval.

5.2 The shipment of the goods always takes place at the risk and peril, as well as at the expenses of the BUYER, who alone exercises a recourse against the forwarder.

5.3 Delivery takes place at the time of availability of the goods for collection through the BUYER or through its forwarder after having communicated the packing list to the BUYER a few days before. ROLLER GRILL can make transport quotations upon request. In the event that the BUYER accepts the offer of a carrier requested by ROLLER GRILL, the shipping costs are added on the invoice printed by ROLLER GRILL.

5.4 Partial shipments are allowed according to the Incoterm CCI 2010 Ex-Works (EXW) Bonneval.

6. DEADLINES

6.1 The manufacturing times to be taken into account are exclusively those specified on order confirmations. The date of shipment or collection of goods will be specified by sending the packing list per email or fax. This packing list is established a few days before the finalization of the order.

6.2 ROLLER GRILL endeavors to respect the manufacturing deadlines mentioned on the order confirmation and to execute the confirmed orders except in cases of “force majeure” (see Article 15. FORCE MAJEURE), provided that the BUYER honors the payment conditions and these general terms and conditions of sale.

6.3 In the event of delay or impossibility for ROLLER GRILL to meet the manufacturing deadlines, ROLLER GRILL will not be liable for any compensation or penalty.

6.4 Delivery times for carriers are given only for information and guidance purposes. It depend in particular on the availability of carriers and port infrastructures.

7. RECEPTION

7.1 In accordance with Law L133-3 of the French Commercial Law, it is the BUYER's responsibility to notify expressly some reserves on the delivery receipt in front of the driver and by registered letter with acknowledgment of receipt to the forwarder within 3 working days after goods reception, with a copy sent to ROLLER GRILL.

7.2 In the case of international transport, it is the BUYER's responsibility to comply with the applicable International Convention.

7.3 The products will not be taken back or exchanged except in exceptional cases. In accordance with the terms of article L442-6-1-8 in the French Commercial Law, any product returned without the consent of ROLLER GRILL cannot give rise to the establishment of a credit, deduction or compensation.

7.4 All requests for product returns must be the subject of a formal agreement between ROLLER GRILL and the BUYER. Any product returned without the written consent of ROLLER GRILL will be held at the disposal of the BUYER and will not give rise to refund or exchange. The costs and risks of the return of the products are the responsibility of the BUYER. The return of the products accepted by ROLLER GRILL will give rise to the choice of ROLLER GRILL, after qualitative and quantitative control of the products, to the possible exchange of returned products.

8. MANUFACTURER WARRANTY

8.1 The products manufactured by ROLLER GRILL are CE compliant and CE marked.

8.2 The warranty period is 12 months from the date of manufacture indicated on the product plate as follows YYMMxxxx. (YY= year and MM = month)

8.3 In order to assert his rights, the BUYER shall, in the event of forfeiture of any related action, inform ROLLER GRILL, in writing, of the existence of a defect upon discovery.

8.4 The guarantee is strictly limited to the free replacement of any original part, which ROLLER GRILL recognizes as defective due to a defect or a construction defect and identified as belonging to the product concerned. It does not apply to damage caused by installation or use which is not in accordance with the instructions accompanying each product (user's manual), improper storage conditions or in case of an obvious lack of cleaning and maintenance, or failure in basic rules of electrical safety. The warranty does not apply to natural wear-and-tear. Any replacement of parts under warranty is done after returning the defective part to ROLLER GRILL prepaid, accompanied by a copy of the nameplate of the concerned product.

8.5 In the event of a defect or an epidemic breakdown recognized by ROLLER GRILL, ROLLER GRILL's obligation will be limited to the replacement or refund of defective quantities and parts without further compensation.

8.6 No claim will be accepted outside of the procedures described in these GTCS.

9. COMMERCIAL GUARANTEE

9.1 Upon resale of the products to a third party, the BUYER assumes the commercial guarantee of the products resold to the end user.

9.2 ROLLER GRILL refuses every return policy of unsold products.

10. STORAGE AND STOCK MANAGEMENT

10.1 It is the BUYER's responsibility to ensure that the products and spare parts are stored from the time of their delivery to their sales, and that the products will be handled with care.

10.2 ROLLER GRILL cannot be held responsible for product quality defects due to unsuitable storage and handling conditions.

10.3 Consequently, failure to comply with the storage and stock management conditions cannot commit ROLLER GRILL’s liability and it cannot give rise to the return of the products or parts concerned.

11. PAYMENT

11.1 In FRANCE :

According to the law LME n ° 2008-776 of August 4th, 2008, any invoice is payable in forty-five (45) days end of month or sixty (60) days invoice date.

11.2 International (except for France):

Unless otherwise expressly stated, all invoices must be paid before shipment, without discount (Discount 0 for prepayment).

11.3 Any payment can be made by SWIFT bank transfer according to the bank details provided by ROLLER GRILL, or by credit card (VISA or MASTERCARD). Bank charges are to be borne by the BUYER.

11.4 All payments are to be made in EUROS (€) without taking account of fluctuations in the currencies and without discount.

11.5 ROLLER GRILL reserves the right to ask the BUYER for any useful bank guarantees.

11.6 Any modification of payment deadline must be specified on the order and must have been previously agreed in writing expressly by ROLLER GRILL.

11.7 In case of difficulties in collecting the money due, ROLLER GRILL reserves the right to suspend any delivery of its products and spare parts.

11.8 In accordance with article L441-6 of the French Commercial Law, any delay in payment will give rise from the first day of delay to:

       -  The application of interest for late payment equal to the most recent refinancing rate of the European Central Bank plus ten (10) points (Law on the Modernization of the Economy - LME-No. 2008 - 776 of August 4^th, 2008)

       -  The application of a lump sum indemnity for recovery costs in the amount of forty (40) Euros (European Directive 2011/7 of February 16^th, 2011, Law 2012-387 of March 22^nd, 2012 and Decree 2012-1115 of October 2^nd, 2012)

       -  Where the recovery costs incurred are greater than the amount of the flat-rate allowance, additional compensation will be requested upon presentation of receipts.

11.9 In addition, failure to pay a single invoice will result in the payment of all other outstanding invoices. ROLLER GRILL reserves the right to demand immediate payment of all other invoices, regardless of their due dates, and to suspend any delivery and / or cancel any order in progress until all outstanding invoices have been fully paid.

12. PARTIAL LITIGATION – COMPENSATION AND DEDUCTION

12.1 In the event of a dispute involving only part of the invoiced products or spare parts, it is expressly agreed that only the amount of the products or parts concerned may be taken into account, excluding the other amounts detailed in the invoice which shall be paid under the conditions provided for. No management fees will be accepted by ROLLER GRILL for research or litigation.

12.2 The receipt by ROLLER GRILL of a payment from the BUYER involving deductions or compensations, does not in any case, imply the agreement or acceptation of ROLLER GRILL on the object of the sums deducted. In any case, the payment of the total amount of the invoice as originally established is due. The result of the treatment of a dispute, if it was proven right to the BUYER, would be the object of a credit note of regularization issued by ROLLER GRILL.

13. OWNERSHIP RESTRICTION AND TRANSFERS OF RISKS

13.1 ROLLER GRILL reserves the ownership of products and packaging until the complete collection of the payment of products and related accessories, and in particular the interest of delay due.

13.2 The delivery of bills of exchange or other notes creating the obligation to pay does not constitute a payment within the meaning of these GTCS. The payment can only be considered to have been effected when the complete amount is on the account of ROLLER GRILL.

13.3 The risks of the products are transferred to the BUYER according to the Incoterm CCI 2010 - Ex-Works Bonneval (EXW) of the order for the duration of the title retention. As a result, the BUYER is obliged to insure the products as soon as the transfer of the risks has been carried out to him.

13.4 For the duration of the retention of title, the BUYER is not allowed himself to provide the products and the packings in pawns, to modify them or to transfer them as guarantee.

13.5 The BUYER undertakes to identify on its premises and to insure the products subject to retention of title, to include ROLLER GRILL as the beneficiary of said insurance, and in the event of a claim to substitute ROLLER GRIL in its rights towards the insurer.

13.6 The BUYER is obliged to immediately inform ROLLER GRILL of the seizure, for the benefit of a third party, of products delivered and subject to retention of title.

14. RESPONSIBILITIES

14.1 ROLLER GRILL is not liable for any damage resulting from “force majeure” ( see Article 15. FORCE MAJEURE), improper storage conditions, latent defects not known by ROLLER GRILL in the components, improper use, non-existent or inadequate maintenance of the products, and for all damages arising from the faults or negligence of the BUYER or his customers.

14.2 The liability of ROLLER GRILL cannot be incurred for damages caused to goods and linked to the use of the product by the BUYER or by his clients.

14.3 ROLLER GRILL can only be held liable for any partial or total breach of its obligations under these GTCS.

14.4 The liability of ROLLER GRILL shall be limited exclusively to direct damage, excluding, but not limited to, loss of substantial gains and operating losses, increased costs and expenses, loss of profits, customers or future contracts and damages suffered by the BUYER or by a third party.

14.5 In all cases, the total and final liability of ROLLER GRILL shall be limited exclusively to the price of the products concerned.

14.6 The BUYER agrees to indemnify and hold ROLLER GRILL harmless from and against all claims, costs or damages arising out of any abnormal, improper or non-conforming use of the products, negligence, breach of these GTCS, or any fault of the BUYER including but not limited to the storage of products under inappropriate conditions, use of the products under conditions or for purposes other than those for which they are intended.

15. FORCE MAJEURE

15.1 Any delay or failure to perform the obligations by ROLLER GRILL cannot be held responsible for ROLLER GRILL as far as this delay or failure to perform is linked to a case of “force majeure”.

15.2 The following shall in particular be treated as “force majeure”: accidental production stoppage, manufacturing incidents, total or partial strikes, floods, fires or other natural disasters, interruption of sources of raw materials or energy, major accidents affecting the production of subcontractors, embargoes, riots, epidemics, acts of violence and terrorism, transport incidents or failures, all events beyond the control of ROLLER GRILL and having effect of preventing or delaying the manufacture, supply or delivery of the products.

15.3 In such circumstances, ROLLER GRILL will notify to the BUYER in writing (email, fax or mail) the occurrence of the events as soon as possible. The contract between ROLLER GRILL and the BUYER is then suspended full rights without compensation, from the date of the occurrence of the event. The delivery period is then extended by the duration of the force majeure.

15.4 Force majeure shall not suspend the payment of goods already delivered.

15.5 If the event lasts more than 60 days, the contract between ROLLER GRILL and the BUYER may be terminated by ROLLER GRILL, without the BUYER being entitled to damages.

16. DIRECTIVE DEEE AND REGULATION REACH 1907/2060

16.1 In accordance with article R543-195 of the Environmental Law, ROLLER GRILL contributes to the protection of the environment. ROLLER GRILL has chosen the approved eco-organism ECO-SYSTEMES, which carries out on its behalf all the operations of collection, depollution and recovery in accordance with the regulatory requirements. The unique identifier FR003120_05M0EW attesting to the registration in the register of producers of the EEE sector, in application of article L.541-10-13 of the Environmental Code, has been attributed by ADEME to the company ROLLER GRILL (SIRET 342 700 648 00021). This identifier attests to its compliance with its obligation to subscribe to the Register of Producers of Electrical and Electronic Equipment and to the completion of its declarations of placing on the market with ECOSYSTEM.

16.2 By joining an approved eco-organization, ROLLER GRILL participates in the collective effort and the statistics on the collection and treatment of WEEE in France, of which the Member State is responsible towards the European Union.

16.3 In accordance with REACH 1907/2060, substances, alone or in preparations and components, which ROLLER GRILL has assembled for the manufacture of its products have been used in accordance with the conditions on registration, authorization and restriction.

17. COUNTERFEITING

17.1 In accordance with the laws in force, the BUYER is prohibited, under penalty of legal proceedings, from reproducing in whole or in part the products he has bought or that he has seen.

17.2 The use of counterfeit components will result in the loss of warranty granted by ROLLER GRILL.

17.3 It is also forbidden to the BUYER to transmit to third parties information allowing the total or partial reproduction of these products, in which case it would be guilty of complicity and offense of counterfeiting.

18. WAIVER

The fact that, ROLLER GRILL does not avail itself at any given time of one or more of the provisions of the general conditions of sale, cannot be assimilated to a waiver, since ROLLER GRILL remains free to demand their strict application.

19. APPLICATION

If a competent arbitral or judicial court considers any of the terms of these conditions to be invalid, such invalidity shall not affect the validity of the other terms of these conditions.

20. ATTRIBUTION OF JURISDICTION AND APPLICABLE LAW

20.1 Any disputes arising out of, or in connection with, the contract between ROLLER GRILL and the BUYER shall be settled definitively in accordance with the International Chamber of Commerce's Arbitration Rules or by one or more arbitrators in accordance with these Rules.

20.2 If both parties decide not to resort to arbitration and in the absence of an amicable resolution, the dispute will be brought first to the “Tribunal de Commerce de Chartres” (Commercial Court in Chartres) and the applicable law will be French law.

21. LANGUAGE

These general sales agreements are written in French and translated into English. Only the French version is legally valid.

December 2016.