Ewattch terms and conditions

1. Purpose, scope of these conditions, composition of the contract and definitions

1.1 Ewattch

Ewattch is a company specializing in the design and development of IoT technology products/solutions for industry and smartbuilding, which are marketed in France and internationally.

1.2.Purpose of these General Terms and Conditions

By way of introduction, terms beginning with a capital letter in the present article 1.2, which are not defined in this article 1.2, are defined in article 2 below.

The purpose of these General Terms and Conditions of Sale (the "General Terms and Conditions" or "GTC") is to define the terms and conditions relating to the sale of Products by Ewattch, directly or indirectly through Affiliates, and to the provision of Services, complementary to the sale of said Products, which are ordered by the Customer, whether by direct contact, via a paper or dematerialized medium and/or via the Website.

More generally, the purpose of these General Terms and Conditions is to stipulate the respective rights and obligations of Ewattch and the Customer in connection with the sale of Products and the provision of Services. Ewattch and the Customer are hereinafter referred to collectively as the "Parties" and individually as the / a "Party".

1.3 Scope of application of these GTS

In accordance with Article L 441-1 of the French Commercial Code, the present General Terms and Conditions constitute the sole basis of the commercial relationship between the Parties.

Any order for Products and/or Services placed by the Customer, regardless of the means by which the Order is placed, including by remote means of communication (in particular by e-mail and/or via the Website), is governed, without restriction or reservation, by these GTS and by the other Contractual Documents set out in article 5.1 below. Any stipulation contrary to the GCS contained / stated in the order issued by the Customer will remain without effect, unless said stipulation has been the subject of a prior, express and written agreement by Ewattch.

These General Terms and Conditions take precedence, in their entirety and without reservation, over the Customer's general terms and conditions of purchase, including in the event of any discrepancy or contradiction, and, more generally, over any other similar document issued by the Customer. These General Terms and Conditions thus expressly waive the provisions of article 1119 paragraph 2 of the French Civil Code.
Furthermore, the legal and regulatory provisions of the French Consumer Code are not applicable to the Parties' commercial relationship.

The information contained in Ewattch's catalogs, price lists and other commercial documents is given for information only and may be revised at any time. These documents have no contractual value, and Ewattch is therefore entitled to make any changes it deems necessary.

2. Definitions

In addition to those defined in Article 1 above, for the purposes of understanding, interpreting and executing these General Terms and Conditions, terms beginning with a capital letter in the clauses below are defined in the manner set out below:

• " Affiliate " means any subsidiary or sister company of Ewattch, which is part of the same group of companies.
• " Customer " means any natural person, sole proprietorship or legal entity (i.e. company, economic interest group, association, public body, private or public law), acting for purposes within the scope of its professional activity.
• " Order " means the document drawn up by Ewattch, whatever its title (in particular quotation or order form) mentioning the Products and, where applicable, the Services, ordered by the Customer from Ewattch.
• " Contract " means the contract for the sale of Products and Services entered into by the Parties. The Contract is made up of the Contractual Documents set out in article 5.1 and formed under the conditions set out in article 5.2 below.
• " Documentation " means any documentation, in particular technical documentation, relating in particular to the Products and their use and/or to the Services, communicated by Ewattch to the Customer or made accessible to the latter, in particular via a link to an Internet site enabling the said documentation to be consulted.
• " Ewattch " means the company incorporated under French law known as "Ewattch", whose registered office is located at 13, rue Maurice Jeandon, Saint-Dié-Des-Vosges (88100) and registered in the Epinal Trade and Companies Register under number 750 606 246.
• " Customer Personnel " means the Customer's employees (salaried, trainees), associates and non-salaried corporate officers, as well as its external service providers (excluding Ewattch and its Affiliates).
• " Services " means services complementary to the sale of Products, such as training in the use of Products, training in the installation of Products and/or pre-configuration of Products.

The contractual Services are those expressly set out in the Order signed by the Customer or in any other document drawn up by Ewattch and expressly validated by the Customer.

• " Products " means any product, equipment and/or material, marketed by Ewattch, including IoT sensors.

The contractual Products sold to the Customer are those expressly mentioned in the signed Order or, as the case may be, in the Order expressly accepted by the Customer.

• " Financial Remuneration " means the price to be paid by the Customer in return for the performance of the Services.

The Financial Compensation is mentioned in the Order signed by the Customer and/or in any other document drawn up by Ewattch and expressly accepted by the Customer.

• " Website " means the website of Ewattch and/or its Affiliates.
• " Tariffs " means Ewattch's tariffs for the sale of Products and its tariffs for Services.

Depending on the context, the terms defined in this Article 2 may be written in the singular or plural in the clauses of the General Conditions below. In addition, other terms and expressions are defined in the following clauses of these General Terms and Conditions. These other terms and expressions beginning with a capital letter have the meaning attributed to them in the clauses below.

3. Customer's solvency - Prior declaration by the parties

Ewattch has made the Customer's solvency an essential and determining condition for the conclusion of the Contract.

Each of the Parties declares and warrants that it is not in a state of suspension of payments, nor subject to any collective or conciliation proceedings at the time of conclusion of the Contract. Should any of the aforementioned events occur during the term of their contractual relationship, each of the Parties undertakes to inform the other Party as soon as possible, by registered letter with request
of acknowledgement of receipt (LRAR).

4. Pre-contractual information

Ewattch makes available to the Customer, by all appropriate means, in particular on its Website or via other media, useful information relating to the description and characteristics of the Products, which the Customer may freely consult before concluding the Contract / validating his Order.

In addition, the Ewattch team is at the Customer's disposal to answer any questions relating to the Products and/or Services, in particular so as to provide the Customer with all the information required to ensure that the Products he/she intends to order are suitable for his/her needs/activity.

5. Composition of the contract - Formation of the contract

5.1. Composition of the Contract: the Contractual Documents

The documents set out below are jointly referred to as the "Contractual Documents". They are complementary and make up the Contract concluded by the Parties and formed under the conditions set out below in article 5.2.

The Contractual Documents are the documents mentioned below:

• the Order signed by the Customer or, as the case may be, the Order expressly validated by the Customer (particularly in the case of orders placed via the Website);
• the present General Terms and Conditions (GTC);
• Ewattch price lists.

In addition, the Contractual Documents may be supplemented by special conditions of sale agreed between Ewattch and the Customer. The burden of proof of the existence and/or acceptance by Ewattch of special conditions of sale lies with the Customer.

In the event of any contradiction or inconsistency between the provisions of these General Terms and Conditions and the content of the signed Order / Order expressly accepted, the terms of the latter shall prevail. The Order shall however be interpreted in the light of these General Terms and Conditions.

5.2. Contract formation - Order validity date

The Contract is formed when the Customer signs the Order.

However, when the Customer places an Order on the Web Site, the Contract is formed when the Customer validates the contents of his/her basket.

As from the formation of the above Contract, the Contract is then fully in force and binding on the Parties (article 1103 of the French Civil Code): the Order is irrevocable and constitutes a firm commitment by the Customer to pay the price (price of Products and Financial Compensation for Services).

However, if the date of signature of the Order by the Customer is later than the expiry date of the validity period mentioned by Ewattch on the said Order (average validity period of one month), Ewattch shall be entitled to invoke the nullity of the Contract, without incurring any liability. This right to invoke nullity may only be exercised by Ewattch.

6. Order modification

Orders placed under the conditions set out in article 5.2 are binding and irrevocable. The Customer has no right to cancel or modify it.

Any change to the content of the Order requested by the Customer must therefore be subject to Ewattch's prior, express and written agreement. In the event of Ewattch's agreement, the modified Order will be subject to the application of Ewattch's current Tariffs. In addition, the initial provisional delivery time will be adapted to take account of the said modification.

Furthermore, Ewattch reserves the right, following the conclusion of the Order, to make any changes to the Products made necessary by external circumstances (in particular changes to technical standards or manufacturing method standards or legislative/regulatory provisions affecting the conditions of execution of the Order) without however affecting the essential
characteristics of the Products.

7. Prices - Sales prices and financial compensation - Negotiated benefits

7.1. Differentiated rates

Ewattch proposes and applies differentiated Tariffs to its customers, depending in particular on the Customer's activity, the category of buyers to which the Customer belongs and/or the volume of Products purchased by the Customer over a given period (for example: purchase volume of X K€ over 12 months).

7.2. Product sales prices

The Products are sold to the Customer at the price mentioned in the Order or, as the case may be (in particular when the validity date of the Order has expired), at the Prices in force on the date of formation of the Contract (cf. article 5.2).

7.3. Applicable taxes, contributions and duties - items included in the Tariff

Tariffs are exclusive of applicable taxes and duties. Taxes and duties in force at the time of delivery are therefore added to the Tariffs, including any contributions created during the period of application of a Tariff, even if this contribution does not have to appear on the invoice.

Product sales prices are net and exclusive of VAT, ex-works and packaging not included. They do not include transport costs, customs duties or insurance, which are the sole responsibility of the Customer.

The Product Sales Price does not include any bank charges resulting from Orders paid by the Customer, which are the sole responsibility of the Customer.

Ewattch's invoices will be increased by the VAT in force, which the Customer undertakes to pay in addition.

In addition, higher Tariffs may be applied according to the specificities requested by the Customer, said specificities being in particular related to delivery terms and deadlines, and/or to payment deadlines and conditions. In such cases, Ewattch will send the Customer a special commercial offer.

7.4. Financial Compensation (for Services)

Where the Order also includes Services, the latter will be performed in return for payment by the Customer of a Financial Remuneration to Ewattch, the amount and terms of payment of which are mentioned in the Order signed by the Customer or in any other document drawn up by Ewattch which has been expressly accepted by the Customer.

7.5. Price changes

Ewattch is entitled to modify its Prices at any time. However, these modifications will not be applicable to Orders for which the Contract has been formed under the conditions set out in article 5.2, subject however to the period of validity of the said Order (cf. article 7.2.).

7.6. Negotiated rates and benefits (discounts, rebates, etc.)

The advantages negotiated between the Parties in respect of an Order, such as discounts, rebates, refunds, remuneration for services, do not constitute an acquired right for the Customer.

All price advantages of any kind must be expressly agreed in writing by Ewattch.

Furthermore, the fact that the Customer has benefited from differentiated Tariffs (from a price list) in particular in view of the category of purchasers with which he is associated and/or a volume of purchases of Products under one or more previous orders (cf. article 7.1), in no way constitutes an acquired right for the said Customer for subsequent orders or for a specific period, unless expressly waived in writing by Ewattch. Tariffs contained in a price list are not intangible and are subject to adjustment.

8. Order payment terms and conditions

The first Order placed by the Customer must be paid in cash by bank transfer or credit card. Exceptions to this rule may only be made with Ewattch's express prior written consent and on condition that the Customer has duly signed the Order.

Subsequent Sales Orders must be paid by credit card or bank transfer within a maximum of thirty (30) days from the date of Ewattch's invoice. In the event of serious doubts as to the Customer's ability to pay, Ewattch may, without prior formal notice, require the Customer to provide any guarantee or advance payment for the sale of the Products and/or for the performance and/or continuation of the Services.

Unless otherwise expressly stated in the Order, when the Order amount exceeds ten thousand (10,000) euros excluding VAT, a deposit must be paid by the Customer at the same time as the Contract is formed (cf. article 5.2.). The amount of the deposit (generally a percentage of the price) is mentioned in the Order.

Moreover, no discount is granted to the customer for early payment.

In the case of orders placed on the Web Site, the Order must be paid in full in cash, by credit card or by any other means of payment expressly authorized on the Web Site, at the time the Contract is formed (see article 5.2).

9. Penalties for late or non-payment - Other consequences

9.1. Penalties for late payment

In the event of non-payment of the invoice on the due date, the sums owed by the Customer will be automatically and without formal notice increased by a penalty equal to three (3) times the legal interest rate and a fixed recovery indemnity of forty (40) € in application of articles L 441-10 and D 441-5 of the French Commercial Code.

In the event of persistent late payment, Ewattch will also have the right to recover the sums owed by the Customer by legal action. All costs incurred for this purpose (bailiff's fees, expert's fees, lawyer's fees, etc.) will be reimbursed by the latter to Ewattch, on presentation of the relevant receipts.

9.2. Other consequences of late or non-payment

Should the Customer fail to pay all or part of an invoice when due, Ewattch may, ipso jure and without prejudice to the application of the late payment penalties mentioned in article 9.1, implement the corrective measures below.

Ewattch shall be entitled, without prior notice, to :

• notify the immediate payment of all sums due by the defaulting Customer on the Order concerned by the delay or default in payment;
• and/or to require the Customer to make a cash payment prior to the acceptance of any subsequent Order, or to provide a bank guarantee or any other suitable security;
• and/or suspend deliveries of Products to the Customer and/or the performance of Services.

Ewattch shall be entitled, without notice of default, to take any action against Ewattch.

Ewattch may also, after having sent the Customer a formal notice by registered letter with acknowledgement of receipt which has remained unsuccessful at the end of a period of five (5) working days following receipt, :

• notify the immediate payment of all sums owed by the Customer for past and current Orders, regardless of the agreed method of payment, without prejudice to the right to invoke the resolutory clause provided for in article 14 below;
• and/or suspend the execution of any past, current or future Order(s) until full payment of the sums due, or terminate the said Order(s);
• and/or demand, at the Customer's expense and under his responsibility, the return of the Products;
• and/or take legal action.

In any event, non-payment of an invoice on its due date will result in the loss by the Customer of any discounts, rebates or other benefits relating to the said Order. Furthermore, it is specified that in the event of resumption of business relations after late payment, cash payment on the date of formation of the Contract (cf. article 5.2.) will become the rule with the said Customer.

9.3. No compensation

Except with Ewattch's express, prior and written agreement, and provided that reciprocal claims and debts are certain, liquid and due, no compensation may be validly carried out between, on the one hand, any sums owed by the Customer to Ewattch and, on the other hand, the sums owed by the Customer to Ewattch in particular for the purchase of the said Products and/or the performance of the Services.

10. Retention of title - Transfer of risk

10.1. Retention of title clause

Notwithstanding the provisions of article 1583 of the French Civil Code, the transfer of ownership of the Products to the Customer is subject to full payment by the latter to Ewattch of the price of said Products, notwithstanding the date of transfer of risks (cf. article 10.2.) and delivery of the Products.
Any clause to the contrary in any document of the Customer shall be unenforceable against Ewattch.

Ewattch thus expressly reserves ownership of the Products sold until full payment of the price of the Products by the Customer, it being specified that only the effective receipt of the price by Ewattch and its collection shall constitute payment.
The Customer may resell the Products on condition that he has first paid the full price to Ewattch. In any event, the Customer shall refrain from pledging the Products and, more generally, from encumbering them with any security or guarantee whatsoever.

Ewattch may, after sending a formal notice to the Customer, draw up or have drawn up an inventory of the Products in the Customer's possession, and the Customer undertakes to allow Ewattch and/or its agent free access to its warehouses / premises. The Customer further undertakes to ensure that the Products are effectively identifiable. Without prejudice to the application of mandatory legal rules, in the event of the Customer's insolvency, current orders will be automatically cancelled. Ewattch may reclaim the Products, in particular in application of the provisions of articles L 624-16 et seq. of the French Commercial Code. In such an event, the cost of returning the Products will be borne by the Customer and any
deposits already received will be retained by Ewattch as a minimum indemnity.

10.2. Transfer of risk

The transfer to the Customer of the risks of loss and deterioration whatsoever, relating to the Products sold, will take place on the date of formation of the Contract (cf. article 5.2) independently of the transfer of ownership (cf. article 10.1.), and this regardless of the date of payment and/or delivery of the said Products.

11. Delivery, Transport and Reception of Products

11.1. Delivery times

Ewattch undertakes to use its best endeavours to ensure that the Products are delivered in accordance with the timeframe mentioned in the Order or indicated when the Contract was formed.

The delivery times mentioned in the Order or communicated at the time of formation of the Contract are not, however, binding. These times are indicative, which the Customer expressly accepts.

In the event of a delay in delivery exceeding sixty (60) days (period starting from the expiry of the indicative period mentioned in the Order or communicated to the Customer upon formation of the Contract), the Customer will be entitled to cancel the Order. In such a case, Ewattch will refund any sums paid by the Customer. However, the aforementioned right of cancellation by the Customer shall not apply if the delay in delivery is due to Force Majeure (cf. article 15.4) or to an exceptional event beyond Ewattch's direct control, or to a failure attributable to the Customer (or to any person placed under its responsibility), in particular in the event of late payment
of the Order.

In any event, failure to meet the deadlines mentioned in the Order or communicated to the Customer when the Contract is formed shall in no way give rise to the payment of penalties or compensation by Ewattch.

11.2. Delivery

Unless expressly agreed otherwise in advance in writing, Ewattch will appoint a carrier to load and transport the Products to the location agreed with the Customer when the Order is validated. All loading and transport costs will be invoiced to the Customer.

The unloading of the Products will be carried out by the Customer and under his exclusive responsibility.

11.3 Complaints

When unloading the Products, the Customer must ensure that the contents of the package correspond to what is indicated on the waybill and on the package, and that it is intact.

In the event of shortages or deterioration of the Products during transport, the Customer
must, in accordance with article L.133-3 of the French Commercial Code, notify the carrier of his reservations by registered letter within a maximum period of forty-eight (48) hours following delivery. It is the Customer's responsibility to make any reservations to the carrier in accordance with the conditions of article L 133-3 of the French Commercial Code or the rules applicable to the mode of transport used, and to take any action against the carrier and, if necessary, to arrange for the expert reports provided for in article L 133-4 of the French Commercial Code.

The Customer must inform Ewattch in writing (by post or email) as soon as possible and at the latest within forty-eight (48) hours of delivery, of the copy of the items sent to the carrier.

In addition, upon delivery of the Products, the Customer shall examine the Products and ensure that the Products delivered do in fact correspond to the specifications of the Products agreed in writing or, in the absence of a written agreement, to the most recent specifications, if any, proposed by Ewattch at the time of formation of the Contract (cf. article 5.2.).

Notwithstanding the foregoing, any claim concerning damage to the Products and/or damage and/or apparent non-conformity must be made in writing to Ewattch no later than three (3) working days from the date of delivery of the Products. Failure to comply with this time limit will render any claim/reservation unenforceable against Ewattch.

It is the Customer's responsibility to provide Ewattch with any evidence to attest / justify the reality of the losses, damages or non-conformities invoked, Ewattch reserving the right to proceed, directly or indirectly, with any observation and verification on the Customer's premises / site.

In the event of an insufficiently justified request, or an unjustified request, Ewattch will contact the Customer to determine the follow-up to be given to the request and any missing elements to be provided for the processing of the request.

Any claim made by the Customer, even if said claim is made under the terms and conditions set out above in this article 11.3, in no way suspends the Customer's obligation to pay the price of the Products concerned when due.

Under no circumstances shall Ewattch be held liable in the event that the Customer fails to comply with the storage conditions prescribed by regulations and/or standards in force and/or fails to comply with the instructions/recommendations communicated by Ewattch to the Customer (in particular in the Documentation) and/or in the event that the Products sold are stored in abnormal conditions
or conditions incompatible with their nature.

11.4. Replacement - Return of Products not conforming to the Order

Only Products with a non-conformity at the time of delivery reported under the conditions stipulated in article 11.3 above and actually observed by Ewattch, may be replaced, and may not give rise to any compensation.

No Product delivered to the Customer will be taken back or replaced on the grounds that a new standard and/or regulation would render the said Product unusable for its intended purpose, unless the said standard or regulation came into force before the said Product was delivered to the Customer.

Any request for the return of Products must be made in advance to Ewattch and must be accompanied by a return form, supplied in advance by Ewattch's customer service, which must be duly completed by the Customer. Any return, destruction or refusal of Product(s) at the Customer's initiative which has not been expressly validated in advance by Ewattch's Expertise department, before dispatch of the said Product(s), will be under the Customer's exclusive responsibility and charge.

12. Subcontracting

Ewattch may subcontract the performance of the Services to one or more Affiliates and/or partners
subcontractors of its choice (the "Subcontractors"), who shall have the appropriate technical skills
.

13. Intellectual property rights

13.1. General - no assignment of Ewattch's IP Rights

The sale of the Products to the Customer and/or the performance of the Services do not imply any assignment or transfer whatsoever of the intellectual and industrial property rights (the " IP Rights ") pertaining to the Products, the Services and their Documentation, in particular: copyrights, trademarks, patents, etc., to the Customer.

THESE PI RIGHTS ARE, AND SHALL REMAIN IN ANY EVENT, THE EXCLUSIVE PROPERTY OF EWATTCH.

More generally, the Customer undertakes - both on his own behalf and on behalf of his Staff, for whom he provides security pursuant to Article 1204 of the French Civil Code - not to infringe, directly or indirectly, EWATTCH's IP Rights.

The Customer shall in particular refrain from seeking to acquire by any means and in particular from registering, for any reason whatsoever, with an intellectual property office, all or part of the elements appearing on the Products and/or their packaging and/or the Documentation, in their original or derived form.

13.2 Specific clauses for distributor/reseller customers (who are not end-users of the Products)

The Customer is authorized to use Ewattch's trademarks and logos, as well as any other related distinctive signs, for use strictly necessary for the resale of the Products, in strict compliance with Ewattch's brand image and graphic charter, in accordance with what is stipulated below.

FOR ALL CATALOG, ADVERTISING, PRESS KIT, ETC. PROJECTS, REGARDLESS OF THE MEDIUM (PAPER OR ELECTRONIC), AS WELL AS FOR THE REPRESENTATION OF PRODUCTS ON THE CUSTOMER'S WEBSITE, THE CUSTOMER MUST SUBMIT THE SAID PROJECT TO THE EWATTCH MARKETING DEPARTMENT FOR VALIDATION, IN OTHER WORDS PRIOR TO ANY PUBLICATION.

The Customer further undertakes to keep Ewattch informed of any copying of Ewattch's Products and/or packaging and/or Documentation and/or any infringement of Ewattch's IP Rights, and to do so immediately upon becoming aware thereof. Notwithstanding the foregoing, Ewattch alone will decide on the action to be taken and is solely entitled to take such action against third parties.

14. Termination of contract

In the event that the Customer fails to comply with its obligations, in particular relating to the payment of the price of the Products sold and/or the Financial Compensation for the Services (cf. articles 7 and 8) and/or any other obligation stipulated in these GTC, Ewattch shall be entitled to terminate the Contract under the conditions stipulated below.

This termination will be effective, if Ewattch sees fit, at the end of a period of fifteen (15) calendar days following the sending to the Customer of a formal notice by registered letter with acknowledgement of receipt (LRAR), unless the Customer has remedied the said breach within the aforementioned period (subject however to the seriousness of the said breach).

In addition to termination of the Contract, damages may be claimed from the Customer for any loss suffered.

Should the Customer exercise this right to cancel the Sales Order, all outstanding invoices will be cancelled. Furthermore, the Customer undertakes to immediately return to Ewattch the Products (which are sold with reservation of title (cf. article 10.1)) pertaining to unpaid Orders, Ewattch having the right to obtain, upon simple request or in summary proceedings, from the President of the Court of the Customer's domicile or registered office or any establishment dependent thereon, any protective measure or injunction to return said Products to Ewattch, wherever they may be.

The sums due under the Order will be increased by penalties for late payment, as well as
as repatriation costs, legal and prosecution costs and fees, as well as compensation for the possible reconditioning of the Products and their resale, the balance due being immediately payable, and this, independently of damages for loss suffered.

15. Product warranties - Ewattch's liability

15.1 Product warranties

Legal warranties

The Products are sold under the applicable legal warranties of public order, in particular the warranty for hidden defects provided for in articles 1641 et seq. of the French Civil Code. Under the aforementioned warranty, Ewattch shall be obliged exclusively to replace Products affected by a latent defect, without the Customer being able to claim damages, subject to any legal provisions
of public order to the contrary.

Commercial warranty

In addition to the applicable legal warranties, subject to the specifics mentioned in the Order or in the particular conditions agreed by the Parties, the Products sold by Ewattch benefit from a commercial warranty known as "return from workshop" covering the non-conformity of the Products and their malfunction, and this, according to the terms and conditions stipulated below.

Purpose - scope of the commercial warranty :

Under this warranty, subject to the exclusions of warranty set forth in Article 15.3 below and the provisions of this 15.1, Ewattch shall be obliged to repair the said Product(s) or to replace them, free of charge to the Customer.

Under the aforementioned commercial warranty, no compensation of any kind whatsoever will be
paid to the Customer.

The cost of sending the Product(s) under warranty to Ewattch is borne by the Customer. The cost of returning the Product(s) after repair or the cost of returning the replaced Product(s) shall be borne by Ewattch.

The choice between repair or replacement of the Product(s) depends on feasibility and related costs. In any event, this choice is made by Ewattch.

Batteries and other consumables are expressly excluded from the commercial warranty.

The terms and conditions of this commercial guarantee may be detailed in any document drawn up by Ewattch and communicated to the Customer and/or to which the Customer may have access.

Commercial warranty period :

The duration of the commercial warranty is indicated below. This warranty begins to run from the date of delivery of the Products to the Customer's address agreed at the time of formation of the Contract (see article 5.2).

The duration of the commercial warranty is five (5) years for Products designed by Ewattch and sold as Ewattch Products, namely: Squid, Tyness with additional cards, Tynode, Toolbox, products in the Ambiance range. The five (5) year commercial warranty does not cover accessories (i.e. antennas, USB cables, power supplies, clamps) for the above products, even if they are sold in the same packaging.

The duration of the commercial warranty is two(2) years for third-party Products, i.e. Products sold by Ewattch but not designed by Ewattch, and for accessories (excluding consumables).

Repair or replacement of Products under warranty will not extend the warranty period.

Implementation of the commercial warranty :

Any request for the return of Product(s) under warranty must be the subject ofa prior request by the Customer to Ewattch and must be accompanied by a return form, provided in advance by Ewattch's customer service department, which must be duly completed by the Customer.

After validation of the Customer's request by Ewattch's Expertise department, the Customer may proceed with the return of the Product(s) to Ewattch, said return costs being borne by the Customer.

The sub-guaranteed Product must be sent in compliance with the aforementioned conditions and in accordance with the terms and conditions / instructions mentioned on the return form, particularly with regard to the packaging of the Product to be returned.

Any return, destruction or refusal of Products, made by the Customer, without prior, express and written acceptance by Ewattch, will be under the Customer's exclusive responsibility and charge.

Exclusions from the commercial warranty :

The commercial warranty shall not apply if the Products have been subjected to abnormal use or have been used, in whole or in part, without respecting the instructions and/or recommendations for use contained in the Documentation (in particular, the instructions and/or recommendations relating to the environment of use) and/or in the event of use which does not comply with their intended purpose as indicated in the Documentation.

The commercial warranty also does not apply in the event of deterioration or accident caused, directly or indirectly, by one of the following events / elements: shock, fall, negligence, lack of supervision or maintenance, electrical damage or any malfunction caused, directly or indirectly, by an electrical problem, and/or in the event of transformation of the Product and, more
generally, for any cause external to the Product.

In addition, the commercial warranty shall not apply in any of the cases of warranty exclusion set out in article 15.3 below.

Out of warranty :

If the Product returned by the Customer is out of warranty, for any reason whatsoever, in particular because the said Product falls within one of the cases of exclusion set out above and/or in article 15.3, repairs (if repair is possible) will be carried out on the basis of an estimate expressly accepted by the Customer beforehand, the said estimate including in particular labour and the cost of returning the said Product, which will be at the Customer's
expense.

15.2. Liability of Ewattch

Ewattch is bound exclusively by an obligation of means. It may only be held liable in the event of a proven fault.

Ewattch's liability is excluded in the cases set out in article 15.3. Furthermore, Ewattch's liability will be exonerated, at least partially, in the event of the Customer's failure to meet its obligations as stipulated in these General Terms and Conditions.

EWATTCH CAN ONLY BE HELD LIABLE FOR DIRECT MATERIAL DAMAGE ARISING FROM THE SALE AND/OR USE OF THE PRODUCTS AND/OR THE PROVISION OF SERVICES, DULY PROVEN. EWATTCH'S LIABILITY IS EXPRESSLY EXCLUDED FOR INDIRECT OR NON-CONSEQUENTIAL DAMAGE SUFFERED BY THE CUSTOMER OR ANY THIRD PARTY, WHETHER MATERIAL OR IMMATERIAL, SUCH AS LOSS OF CHANCE, LOSS OF PROFIT, LOSS OF PRODUCTION, OPERATING LOSS, MARKET LOSS, DAMAGE TO BRAND IMAGE, EVEN IF EWATTCH HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SHOULD EWATTCH BE HELD LIABLE, FOR ANY REASON WHATSOEVER AND REGARDLESS OF THE LEGAL GROUNDS INVOKED OR RETAINED, THE AMOUNT OF DAMAGES AWARDED TO THE CUSTOMER, ALL PREJUDICES COMBINED AND CUMULATED, WILL BE EXPRESSLY LIMITED TO THE PRICE INDICATED IN THE ORDER CONCERNED, EXCEPT IN THE CASE OF GROSS NEGLIGENCE ON THE PART OF EWATTCH AND SUBJECT TO LEGAL PROVISIONS OF PUBLIC ORDER TO THE CONTRARY.

FURTHERMORE, THE CUSTOMER UNDERTAKES TO TAKE ALL REASONABLE MEASURES TO LIMIT POTENTIAL OR EXISTING DAMAGES.

15.3. Warranty and liability exclusions

SUBJECT TO THE EXISTENCE OF LEGAL PROVISIONS TO THE CONTRARY, THE COMMERCIAL WARRANTY (CF. ARTICLE 15.1.) SHALL NOT APPLY, AND EWATTCH SHALL NOT BE HELD LIABLE (CF. ARTICLE 15.2.), IN ANY OF THE CASES LISTED BELOW:

• in the event of failure by the Customer to comply with the instructions and/or recommendations for use of the Products contained in the Documentation;
• when the alleged malfunction and/or non-conformity of the Product is caused, in whole or in part, by a malfunction and/or incompatibility with third-party equipment and/or the Customer's Internet connection and/or the quality of the radio link (poor or unstable radio link);
• when the damage is caused by a modification, of any nature whatsoever, carried out on the Product, by the Customer or by a third party, unless the said modification has been expressly authorized by Ewattch ;
• in the event of incorrect commissioning of the Product not attributable to Ewattch or its Subcontractors;
• in the event of malfunction of the Product or any related damage caused by any event beyond Ewattch's direct control and/or in the event of Force Majeure.

Furthermore, Ewattch does not guarantee the ability of the Products or the performance of the Services to achieve the objectives, results or performance set by the Customer.

15.4. Force Majeure

For the purposes of these General Terms and Conditions, " Force Majeure " is defined as : an event both external to Ewattch and irresistible, but not necessarily unforeseeable, such as, in particular, an event or series of events of a climatic, epidemic, pandemic, bacteriological, military, political or diplomatic nature, or relating to a cyber-attack or a large-scale malfunction or breakdown affecting telecommunication networks (in particular the Internet), of any nature whatsoever, or the occurrence of any external event which would objectively be likely to delay, prevent or make excessively onerous the performance by Ewattch of its commitments, such as strikes, industrial action, acts by public authorities, etc.

In the event of Force Majeure, Ewattch shall be exempt from all liability and penalties in the event of partial or total non-performance, or delay, of one or more of its contractual obligations.

The burden of proof of the Force Majeure event lies with Ewattch.

If the Force Majeure event lasts for more than three(3) consecutive months, the Customer will have the option of terminating the Contract at the end of said period, by notifying Ewattch by registered letter with acknowledgement of receipt (LRAR). In this case, the Parties shall not be held liable.

15.5. Limitation period

Any liability action against Ewattch must be brought within a maximum period of one (1) year from the date of occurrence of the alleged breach or event on which the Customer bases its action/claim or from the date of discovery of the said breach or event.

On expiry of the aforementioned period of one (1) year, any request / claim or dispute against Ewattch, whatever the cause or basis, will be time-barred.

16. Sales reference and communication

The Customer expressly authorizes Ewattch to mention its name and logo on any printed (e.g. brochures, presentation leaflets, activity reports, banners for trade fairs, press articles, etc.) or digital medium, and to publish them, in particular on its website and company page via social networks, or in online press articles, solely for the purpose of promoting its activity.

In addition, specific communication relating to the Parties' commercial relationship may be carried out in accordance with the terms agreed by both Parties in writing.

17. Mutual independence

Ewattch and the Customer are independent co-contractors. The Contract concluded between the Parties has neither the purpose nor the effect of calling into question their independence, nor of creating between them any affectio societatis, de facto partnership or relationship of subordination, nor a principal-agent relationship.

18. Applicable law - Settlement of disputes

18.1. Applicable law

The Contract concluded between the Parties is governed exclusively by French law, whatever the nationality of the Customer and whatever the place of delivery of the Products.

18.2. Settlement of disputes

In the event of a dispute arising in connection with the performance of the Contract/Order, the Parties will, as far as possible, endeavour to settle it amicably.

Notwithstanding the foregoing, the Parties hereby irrevocably submit to the exclusive jurisdiction of the Épinal Commercial Court for the settlement of any dispute relating to the validity, interpretation, performance and/or termination of the Contract, including emergency or conservatory proceedings, notwithstanding any ancillary claim or warranty call or in the event of multiple defendants.

19. Final stipulations

19.1. Entire Contract

The Contract (cf. definition in article 2), formed under the conditions set out in article 5.2, constitutes the entire agreement between the Parties, which has the force of law between them pursuant to article 1103 of the French Civil Code.

19.2. Divisibility

If any provision of these Terms and Conditions is found by a court of law to be unwritten, void, illegal or unenforceable, the validity of the remaining provisions shall not be affected and they shall remain in full force and effect.

In such a situation, the Parties undertake to negotiate in good faith in order to agree on the wording of a new stipulation, to replace that which has become unwritten, null, illegal or inapplicable, which will come as close as possible to the intention of the Parties expressed in these General Terms and Conditions when the Contract was formed.

19.3. Survival of certain clauses

Termination of the Contract for any reason whatsoever (in particular in the event of termination or rescission) shall in no way affect the provisions of articles 10.1, 13, 15, 16, 17, 18 and 19 of these General Terms and Conditions. The said clauses shall remain in full force and effect.

19.4. Tolerance - no waiver

The fact that either Party temporarily refrains from invoking one or more clauses of these General Terms and Conditions shall not be construed as a waiver by said Party of its right to invoke said clause(s) at a later date.

19.5. Interpretation

The use of the term "in particular" means that the list that follows is not exhaustive and is therefore not limitative.

19.6. Electronic signature

The Parties agree that all or part of the Contractual Documents may be signed by an electronic signature device guaranteeing its integrity and enabling the signatory(ies) to be identified in accordance with the provisions of article 1366 of the French Civil Code.

In this case, the Parties will recognize the electronically signed Contractual Document(s) as an original document and accept it as proof of their contractual obligations in the same way as a paper document signed by them.

19.7. Reproduction of these General Terms and Conditions is prohibited.

These general terms and conditions of sale have been drawn up for Ewattch by Cabinet Grand Est Avocats (located in Nancy - France). Any reproduction and/or use by a third party, even partial and/or by way of modification and/or adaptation, is prohibited.