General Terms and Conditions of Sale for Professionals

ARTICLE 1 - Purpose - Scope of Application - Contractual Documents

1. These general terms and conditions of sale (hereinafter referred to as the "GTC") are entered into between the company JOHN STEEL, a limited liability company with a share capital of €10,000, whose registered office is located at 68000 COLMAR – 13 Rue Mittlerweg, registered in the Colmar Trade and Companies Register under number 822 370 441, VAT number FR46 822 370 441 (hereinafter referred to as the "Company" or the "Seller") on the one hand, and any natural or legal person purchasing, for their professional needs (i.e. for purposes falling within the scope of their commercial, industrial, craft, liberal or agricultural activity) (hereinafter referred to as the "Client" or the "Buyer"), one or more products marketed by the Company (hereinafter referred to as "the Product" or "the Products") on the other hand. Any natural person acting for their personal needs (i.e. for purposes not falling within the scope of their commercial, industrial, craft, liberal or agricultural activity) may under no circumstances claim the application of these GTC, their order being subject to the General Terms and Conditions of Sale for private individuals.

2. Any purchase order from the Client (hereinafter referred to as the "Order") for one or more Product(s), placed online via the Company's website www.john-steel.com (hereinafter referred to as "the Site"), is subject without reservation to these GTC, which constitute the sole basis of the commercial negotiation between the Buyer and the Seller.

These GTC take precedence over all of the Client's purchasing conditions, except for a formal and express waiver by the Company.

3. These GTC are made available to any Buyer on the Seller's Site and may be consulted at any time.

ARTICLE 2 - Acceptance of the GTC

1. Any Order for Products implies the Buyer's unconditional and full acceptance of these GTC.

2. The Company reserves the right to modify or adapt the GTC at any time.
   

3. The only GTC applicable to an Order are those in force at the time the Order is validated by the Client.

ARTICLE 3 - Product Characteristics

1. The Company makes every effort to present, in a clear and readable manner, the appearance, characteristics, technical information and maintenance instructions of the Products it markets. The Client undertakes to read this information before placing their Order.

2. The photographs, graphics and visualisations displayed on the Site represent the Products marketed by the Company as faithfully as possible but remain illustrative and have no contractual value. Therefore, a difference in the perception of colours and textures between the photographs, graphics or visualisations and the Products shall not constitute a non-conformity of the Products nor engage the Company's liability.

3. Custom-made Products may present minor defects related to laser cutting processes, without affecting the quality or aesthetics of the Product. They may therefore not be returned for this reason. Furthermore, steels (excluding galvanised steel) may show traces of surface corrosion that do not affect the quality of the Product, which cannot be returned for this reason. With regard to solid wood, medium or compact laminate panels, the Company makes available to the Client explanatory sheets and a guide for choosing a wood panel, which the Client undertakes to read before validating their Order. As these are unique custom-made pieces, minor differences may exist between the photos of wood Products shown on the Site and the Products themselves (colour rendering, wood grain and knots, etc.). They may therefore not be returned for this reason.

4. The Company makes available to the Client an editor and information on how to take measurements in order to create a custom-made Product. However, it cannot be held responsible for misuse of the editor, an error in taking or entering measurements by the Client, or if the DXF file uploaded to the Site by the Client is incorrect. The Client irrevocably accepts the automatic corrections made, where applicable, by said editor, insofar as these are adjustments conditioning the feasibility of the Client's project (e.g. rounding of values).

5. The Company reserves the right to modify prices, packaging and Product specifications at any time and without prior notice.
   

ARTICLE 4 - Order

1. The Buyer places an order either via the editor available on the Company's Site, or by submitting a DXF file to be uploaded to the Company's Site using the form available for this purpose.

2. The Buyer undertakes to read these GTC before validating their

Order.

3. The Buyer undertakes, before validating their Order, to review the Order summary and verify its details (i.e. characteristics, price, quantity, dimensions and references of the Products; delivery method, costs and timeframe; billing and delivery addresses). Therefore, the Seller cannot be held responsible for the consequences of an error in the information provided by the Buyer when placing their Order, such as a delivery delay. Any additional costs or charges related to such complications will consequently be charged to the Buyer and added to the amount of their Order.

4. To validate their Order, the Buyer must confirm their payment after entering their address, choosing their delivery method and payment method from the options available on the Site (see article 7 - Payment Methods). The validation of the Order by the Buyer constitutes unconditional acceptance of all clauses and conditions of these GTC.

5. To be final, the Order requires express confirmation from the Seller, which will be notified to the Buyer as soon as possible by email to the address provided at the time of Order validation. The Order then becomes firm and final and can no longer be cancelled.

6. The Client has the option, before validating their Order, to view the Order details and total price, to check the details and to return to previous pages in order to modify their delivery and payment information or the content of their Order, in accordance with article 1127-2 of the Civil Code. However, any modification of the Order after its validation by the Buyer is subject to the written acceptance of the Seller, who remains free to refuse the requested modification.

ARTICLE 5 - Loyalty Programme

1. The loyalty programme (hereinafter referred to as the "Programme") allows the Company's Clients, including professional Clients, to accumulate, based on purchases
   

made, loyalty points (hereinafter referred to as "SteelCoin" or "SteelCoins")

to be converted into gift vouchers.

2. The Programme is reserved for the Company's Clients with a postal address in metropolitan France, Germany, Austria, Belgium, Spain, Italy, Luxembourg or the Netherlands.

3. For every Order placed on the Site, the Client receives SteelCoins, the number of which is equal to 2% of the Order amount excluding tax (excl. VAT), excluding delivery costs. Their account is automatically credited at the time the Client receives their Order. It is specified that the update of the number of SteelCoins accumulated by the Client in their customer account does not occur in real time.

The Client may, at any time, provided they have accumulated a minimum of one (1) SteelCoin, convert their SteelCoins into a gift voucher to be used as a discount code, it being specified that one (1) SteelCoin = €1 gift voucher.

Under no circumstances may this voucher be transferred or exchanged for cash.

This gift voucher is valid for one year from its date of issue and may only be used on an Order with a minimum amount of €70 including all taxes (incl. VAT). Consequently, if the Client does not make any purchase with said gift voucher within twelve (12) consecutive months, the latter becomes void.

Each SteelCoin is valid for one (1) year from the date on which the Client's account is credited. Consequently, if the Client does not convert their SteelCoins into a gift voucher before the expiry of this period, they become void.

The Client may, at any time, check the balance of their SteelCoins and their expiry

date on the Site, from their customer account.

In the event of a refund request made in accordance with these GTC, the Seller reserves the right to reduce the total number of accumulated SteelCoins by the number of SteelCoins accumulated through the purchase of the Product for which the refund is requested.

4. The Seller collects personal data concerning the Client (including data relating to the legal representative, employee, agent, etc. acting on behalf of the Client) when the latter creates their customer account and/or places an Order on the Site. This information is collected in writing via the customer account creation form and/or the Order form on the Site.

The Client's personal data is deleted if they decide to leave the Programme.

To do so, they simply need to submit a request by contacting the Company by email at

the following address: contact@john-steel.com. In this case, their customer account, if they have one, is also deleted.

The Client may also, at any time and in the same manner, exercise their rights of access and rectification, their right to object to the processing of their personal data and/or request the deletion of their personal data.

5. The Seller reserves the right to modify or adapt the Programme at any time.

The latest version of these GTC is the one available on the Site. The Seller therefore invites the Client to consult it regularly.

The Seller also reserves the right to send personalised offers to its Clients, and to suspend the Programme.

No modification, change or termination of the Programme may give rise to any compensation for the Client.

6. The Seller is exempt from all liability for any direct or indirect consequences of any malfunctions of the Programme. In the event of a malfunction, it will nevertheless make its best efforts to ensure that the Client can retain the benefit of their SteelCoins.

ARTICLE 6 - Prices - Fees

1. The Seller reserves the right to modify Product prices at any time and without prior notice. Nevertheless, it undertakes to apply the prices in force at the time the Order is validated by the Buyer, subject to the availability of the Products at that date.

2. The prices shown on the Seller's Site are indicated in euros. They take into account the VAT applicable on the day of the Order, and are therefore prices inclusive of all taxes (incl. VAT). The Buyer may also view the price excluding tax (excl. VAT) of a Product added to their basket. Any change in the tax rate may be reflected in the price of the Products, up until the Order is confirmed by the Seller, at which point it becomes firm and final.

3. The prices shown on the Seller's Site include delivery costs. For parcels whose length or width exceeds 1.80 metres or weighing more than thirty (30) kilograms, additional delivery costs are calculated. These are then calculated based on the delivery option chosen by the Buyer and are indicated before the Order is validated.
   

ARTICLE 7 - Payment Methods

1. Payment is made online at the time the Order is validated. Therefore, no discount may be granted.

2. Payment for the Order may be made, indifferently:

• by bank card, Visa, Mastercard or American Express,

• via the Stripe secure payment solution,

• by Google Pay, Apple Pay, Paypal or Scalapay,

• by bank transfer via Fintecture.

Payment is made in a single instalment, or when payment is made via Scalapay, in three interest-free instalments via the Scalapay payment service. The payment information provided by the Client at the time of payment for their Order is not saved by the Company.

3. The Client declares and warrants to the Seller that they hold all the necessary authorisations and rights to use the chosen payment method at the time of validating their Order.

4. In the event of a refusal of payment authorisation by the issuing body of the payment method chosen by the Client, the Order is automatically cancelled by the Company. The latter cannot then be held responsible for any charges incurred by the Client from the issuing body of the payment method used.

5. The ordered Products remain the property of the Seller until receipt of

full payment of the Order.

ARTICLE 8 - Invoice

1. The invoice for the Client's Order is attached to the Order confirmation email sent to the Client by the Seller.

2. Regardless of the payment method chosen by the Client, the Company also makes the invoice available in PDF format directly on the Site, in the customer area, at the time the Order is dispatched.

3. The Company retains, in electronic format, a copy of each invoice.
   

ARTICLE 9 - Product Availability and Delivery Times

1. The Products presented on the Site are available subject to:

• available stock;

• the feasibility of the parts;

• the processing of the submitted DXF files.

2. In the event of a Product being unavailable after the Order has been validated, a technical impossibility to manufacture a part, or an impossibility to process a DXF file, the Buyer will be informed by email or telephone. Cancellation of the order for that Product and a refund will then be offered, with the remainder of the Order remaining firm and final.

3. The delivery location of the Products must exclusively be situated in the following geographical areas: metropolitan France, Germany, Austria, Belgium, Spain, Italy, Luxembourg, the Netherlands.

4. The Seller ensures delivery of the Order according to the delivery method chosen by the Client when validating their Order from the following 3 alternative delivery methods:

• A "boost" delivery at D+3 working days for any Order placed before noon;

• A "standard" delivery at D+8 working days for any Order placed before noon;

• An "eco" delivery at D+15 working days.

5. The timeframes do not take into account the closure periods available on the

Site. They may therefore be extended.

These timeframes apply to deliveries in metropolitan France by TNT, DPD, GLS or FRANCE EXPRESS.

One additional working day may be required for islands, destinations where traffic is subject to easements or restrictions (pedestrian zones, port areas, markets, etc.), high mountain localities and those with particular constraints.

Two additional working days may be required for all deliveries to Germany, Austria, Belgium, Spain, Italy, Luxembourg, the Netherlands.

The Seller informs the Client by email of any delivery delay.

6. In the event that the "boost" delivery timeframes are not met, the Seller undertakes to fully refund the price of the "boost" delivery option upon request from the Buyer within a period of up to 14 days after receipt of the Order. The Seller proceeds to refund the sole delivery option

"boost", using the same payment method as that used by the Client when placing their Order.

7. In any event, the Order is delivered within a maximum period of thirty (30) days from the day following the Buyer's validation of their Order, subject to full payment of the price and compliance with the conditions of these GTC.

In the event of a delivery delay exceeding thirty (30) working days, where such delay is not due to a case of force majeure or attributable to the Client, the Client may, within sixty (60) calendar days from the delivery date indicated in the Order dispatch confirmation email, request the cancellation of the sale by registered letter with acknowledgement of receipt.

The sale is then automatically cancelled and the Client is fully refunded within thirty (30) days, to the exclusion of any compensation. In any event, penalty clauses appearing on the Client's commercial documents remain unenforceable against the Seller.

ARTICLE 10 - Receipt of Orders

1. When the Buyer has opted for collection of the Products at the Company's registered office, they receive a phone call and an email as soon as their Order is available so that they can collect it. To collect their order at the Company's registered office, the Buyer must bring a valid identity document and the Order number shown on the Order dispatch confirmation email. A third party, authorised by the Buyer, may also collect the Order. To do so, they must bring their own identity document, the Buyer's identity document, and the Order number.

At the time of handover of the Order, a delivery note must be completed and

signed by the Buyer or the person authorised by the latter.

If it appears that the Products do not conform to the Order placed by the Buyer, the latter may refuse them and note reservations on the delivery note.

The signature of the Buyer, or of the person authorised by them, affixed to the delivery note without any reservations, constitutes proof of delivery of the Order by the Company and unreserved receipt of the Products ordered by the Client.

The Buyer has a maximum period of twenty (20) working days to collect or have their Order collected. After this period, standard products are returned to stock and custom-made products are recycled.

2. When the Buyer has opted for delivery of the Products by an independent carrier, they are notified by email of the dispatch of their Order (i.e. at the time it is handed over to the carrier). Order tracking is then provided to the Buyer by the carrier at the email address provided by the Buyer at the time of validating said Order.

The Buyer is delivered within forty-eight (48) hours following receipt of the Order dispatch confirmation, subject to the cases mentioned in article 9.5.

The carrier goes to the postal address indicated by the Buyer at the time of confirming their Order, and delivers the parcel to the recipient on the ground floor, in person, against signature. It is the Client's responsibility to ensure the accessibility conditions of the delivery location.

In the event of the recipient being absent:

• the carrier leaves a delivery notice informing them of the visit with the time of passage and the parcel tracking number, inviting them to contact Customer Service to schedule a new delivery date, or

• the carrier deposits the parcel at a nearby collection point and notifies the Buyer by email. The Buyer then has a certain period, depending on the collection point, to collect their Order. After this period, it is automatically returned to the Seller.

3. The Buyer is obliged to check the condition and conformity of the products before signing the delivery note. The signature of the delivery note by the Buyer, or a person designated by the latter to receive the parcel, is in any event mandatory and, except where the parcel is refused by the Buyer, confirms the handover of the Products to the Buyer.

If the products have been damaged during transport, the Buyer must refuse the parcel and indicate on the delivery note, in the form of legible, detailed and precise handwritten reservations, accompanied by their signature, the precise and specific reason for refusal and any anomaly concerning the delivery (damage, missing or damaged product, damaged parcel, etc.).

The aforementioned reservations must, in addition, be confirmed to the Seller by email or registered letter with acknowledgement of receipt, within two (2) working days from the date of delivery, specifying the Order number.

The Buyer's claim is then handled by the Seller's After-Sales Service.

4. The signature of the delivery note by the Buyer, without the addition of legible, detailed and precise handwritten reservations accompanied by their signature, constitutes acceptance of the Products by the Buyer, confirms the handover of the Products to the latter by the carrier and releases the Seller from all liability towards the Buyer. Consequently, any claim made after the unreserved signing of the delivery note by the Buyer or the person designated by the latter to receive the parcel cannot be taken into account.

5. Except in special cases or where one or more Products are unavailable, the ordered Products are delivered in a single shipment.

ARTICLE 11 - Product Warranty - Seller's Liability

1. The Products supplied by the Seller benefit, in accordance with legal provisions, from the legal warranty for hidden defects of the item sold as provided for in articles 1641 to 1649 of the Civil Code, and from the Trusted Shops warranty solely for Products other than custom-made Products.

2. The Seller carries the Trusted Shops trust mark. However, the Buyer may only benefit from the Trusted Shops warranty on condition of complying with the Trusted Shops warranty and participation conditions, available for consultation at https://www.trustedshops.com.

3. All warranties are excluded in the event of non-compliance with the Company's recommendations on Product maintenance, misuse, negligence or failure to maintain on the part of the Buyer, in particular in the event of use of abrasive or corrosive products or tools, inappropriate cleaning products, exposure to excessive heat, humidity or dust, or damage to the Products due to impacts.

All warranties are also excluded in the event of normal wear and tear of the Products related to their use, as well as in the event of modification, repair or integration of the Products by the Buyer.

4. In order to assert their rights, the Buyer must inform the Seller of the hidden defects of the Product(s) concerned, by registered letter with acknowledgement of receipt, addressed to John Steel, 13 rue Mittlerweg, 68000 COLMAR, France.

The Buyer has a period of two (2) years from the discovery of the defect to exercise the legal warranty for hidden defects.

Any claim made after this two (2) year period from the discovery of the defect will be rejected and the Company will be released from all liability.

5. Under the legal warranty for hidden defects, the Seller undertakes, at the Buyer's choice:

• Either to refund the full price of the Product affected by a defect;

• Or to refund part of the price of the Product affected by a defect if the Buyer

decides to keep it.

6. With regard to custom-made Products, the Seller has no knowledge of the intended use of such Products. Therefore, its liability cannot be sought on the grounds of any alleged failure to provide advice.

The Seller also declines all liability for design errors made by

the Client for custom-made Products and for the use to which they are intended.

7. The Seller cannot be held liable in the event of an accident involving the Buyer

and/or third parties, resulting from careless handling of the delivered Products.

8. In any event, the Seller's liability, if recognised, is strictly limited to the value of the Products affected by a defect, without any compensation of any kind whatsoever and for any reason whatsoever (e.g. loss of business, loss of customers, installation costs, removal costs, etc.).

9. The Company's liability cannot be engaged if the non-performance or delay in the performance of any of its obligations described in these GTC results from a case of force majeure. In this regard, force majeure means any external, unforeseeable and irresistible event within the meaning of article 1218 of the Civil Code.

ARTICLE 12 - Modification and Interruption of Access to the Site

The Seller reserves the right, at any time, to temporarily interrupt access to all or part of the Site for technical reasons, modification of contractual conditions or to bring the Site into compliance with legal or regulatory provisions, without having to inform the Client in advance.

ARTICLE 13 - Personal Data Protection

1. In application of law no. 78-17 of 6 January 1978, it is recalled that the personal data collected by the Company from the Client at the time of the Order
   

are necessary for the processing and proper management thereof, as well as for the preparation of the invoice (including data relating to the legal representative, employee, agent, etc. acting on behalf of the Client).

2. The purposes, retention periods and conditions under which the Company collects and processes personal data are set out in the "Personal Data and Cookies" policy of the Site, which details all information relating to the processing of personal data, as well as the rights of the persons concerned in connection with such processing.

2. The processing of information communicated via the Seller's Site has been declared to the CNIL under number 2058950 v 0.

3. It is recalled that the Client has, in accordance with applicable national and European regulations, a right of access, rectification, modification or deletion of personal data concerning them.

To obtain any information on this subject or to exercise their rights, the Client may consult the "Personal Data and Cookies" policy of the Site or contact the Company by email at the following address: contact@john-steel.com

ARTICLE 14 - Intellectual Property

1. The John Steel brand, as well as all illustrations, images, sketches, logotypes, descriptions, texts and, more generally, all content appearing on the Site are the exclusive property of the Company and are protected by French and international laws relating to intellectual property.

2. Consequently, any total or partial reproduction, modification, use or distribution of the aforementioned content for any reason and on any medium whatsoever, without the express, written and prior consent of the Company, is strictly prohibited and may constitute an act of infringement punishable under the provisions of the Intellectual Property Code and/or a tortious act liable to engage the civil liability of those who infringe the aforementioned rights.

ARTICLE 15 - Archiving - Evidence

1. Purchase orders and invoices are archived by the Company for a period of ten (10) years from the date of closure of the financial year during which the Order was placed, on a reliable and durable medium constituting a faithful copy, and are considered by the parties as proof of all transactions between them.
   

2. The Client may obtain, at any time, a copy of the purchase orders and invoices concerning them as archived by the Company.

They simply need to submit a request to the following email address: contact@john-steel.com

ARTICLE 16 - Applicable Law

These GTC are governed by French law.

ARTICLE 17 - Disputes - Jurisdiction

1. The Client may, at any time, send a complaint to the Company by registered letter with acknowledgement of receipt, to the following address: John Steel, 13 rue Mittlerweg, 68000 COLMAR, France.

2. The Company and the Client may use the services of the following mediator, in accordance with the procedures provided by the latter: Médiateur des Entreprises (Business Mediator), whose contact details are as follows: 98 rue de Richelieu, 75002 PARIS, France - or via the following contact form: https://www.economie.gouv.fr/mediateur-des-entreprises/contactez- mediateur-des-entreprises.

3. Any dispute shall, in the absence of an amicable agreement, fall under the exclusive jurisdiction of the Judicial Court of COLMAR.