ARTICLE 1: SCOPE OF APPLICATION

These General Terms and Conditions of Sale (hereinafter "GTCS") apply, without restriction or reservation, to any purchase of goods from WEBER MINING & TUNNELLING, a simplified joint-stock company with share capital of 150,000 euros, registered with the Sarreguemines Trade and Companies Register under number 656.080.363 and having its registered office at 94 Avenue de la Paix in ROUHLING (57520), FRANCE (hereinafter the "Seller") by professional customers (hereinafter the "Buyer(s)").

The GTCS are systematically attached to the quotes and are available at the request of the Buyer from the Seller.

The Buyer declares that he/she has read the GTCS before signing any quote or placing any order.

The signing of the quote or the placing of an order with the Seller constitutes acceptance without restriction or reservation of the GTCS, which prevail over any other document of the Buyer, and in particular over all general conditions of purchase, unless express and written derogation has been granted by the Seller.

As the GTCS may be subject to subsequent modifications, the version applicable to the Buyer's purchase is that in force on the day the quote is signed or the order is placed.

If the Seller fails to avail itself at any time of any of the clauses of these GTCS, may not be interpreted as a waiver of the right to avail itself of any of the said clauses in the future.

ARTICLE 2: GOODS

2.1 General provisions

The goods offered by the Seller are products for solving problems in the fields of land consolidation, gap filling, air, water and gas sealing, sealing anchor bolts or cables: phenolic resins, polyurethanes, silicates, etc., as well as injection and processing equipment for said products.

The goods are intended to be used in coal mines, metal mines, tunnels, public works, etc.

The main characteristics of the goods, including specifications and uses, are available from the Seller and presented on its website.

The Buyer is required to read them before placing any order.

The choice and purchase of goods is the sole responsibility of the Buyer, who must verify whether the goods are compatible with the use or application intended by the Buyer.

The Seller may not be held responsible for the consequences of an error made by the Buyer in the choice of goods.

The order of goods may be accompanied by technical and safety data sheets and certificates of conformity, which the Buyer undertakes to respect.

2.2 Regulations

The Buyer is responsible for compliance with legal and administrative provisions concerning the import, transport, storage, use and distribution of the goods.

In particular, he undertakes not to:

• • violate any registration or reporting rules,
• • use or store the goods without having obtained all the relevant authorisations, required by legal or administrative regulations,
• • violate embargoes,
• • produce illegal drugs,
• • develop or produce biological, nuclear or chemical weapons.

The Buyer shall reimburse the Seller for all sums, damages and losses suffered by the Seller, as a result of civil, administrative or criminal claims arising from the Buyer’s failure to comply with its obligations.

In the event that a legal or administrative approval is required for the export of the goods, and such approval, upon request, has not been granted, the Seller may terminate the Contract. Likewise, the Seller has this option in the event that a trade ban applies on the date of delivery, or in the event that an obligation to register the goods applies and this has not been obtained on the date of delivery.

Any delay in obtaining permits from the relevant authorities shall not give rise to any indemnity or compensation.

If the goods purchased are subject to customs preferences due to their preferential origin, the Seller reserves the right to issue automatically and without signature all declarations relating to the preferential origin of the goods.

The Seller confirms that the declaration of preferential origin will be issued in favour of the Buyer, in accordance with Regulation (EU) No. 2015/2447.

ARTICLE 3: ORDERING

All orders for goods from the Seller are subject to a prior quote.

Unless otherwise specified in the quote, the prices mentioned in the quote are valid for thirty (30) days from its issue.

The quote duly signed by the Buyer and accepted by the Seller constitutes, together with the GTCS, the contract concluded with the Buyer (hereinafter the “Contract”).

Any cancellation or modification of the Contract must be notified in writing to the Seller and must be subject to the express and written acceptance of the Seller, which the latter reserves the right to refuse.

In the event of acceptance, all ancillary costs already incurred will, if applicable, be invoiced, the additional cost resulting from the modification being borne by the Buyer.

No modification or cancellation of the Contract will be accepted.

The Seller reserves the right to refuse to perform the Contract in the event of the Buyer's breach of any of its obligations under the Contract or other ongoing contracts.

The Seller may also request at any time, and in particular in the event of a change in the Buyer's situation (opening of an insolvency proceeding, transfer of the business, etc.), the subscription of special payment guarantees. The Seller may also suspend all or part of the ongoing Contracts.

ARTICLE 4: PRICES

The goods are invoiced according to the Seller's price list in force at the time of signature of the quote.

The prices may change during the Contract in application of the revision or indexation clause stipulated in the quote.

Prices are stipulated in euros, exclusive of taxes.

The costs of transport, unloading, storage are borne by the Buyer and are subject to additional invoicing.

The Seller will also invoice the Buyer for the amount of all taxes, fees, customs duties and tax charges, which it has had to pay to deliver the goods, it being specified that in the case of a delivery to a country other than France, the Buyer remains the importer of the goods concerned.

The prices may be revised by the Seller, during the Contract, until the final delivery of the goods, in particular according to fluctuations in prices and costs borne by the Seller.

ARTICLE 5: PAYMENT

An invoice is issued for each order and issued once the order has been completed.

Unless otherwise stated in the quote, the Seller's invoices are payable in euros by bank transfer within 30 days net.

The place of payment is, in all cases, the registered office of the Seller.

In case of cash payment, the Seller applies a discount of two (2) %. This discount is deducted from the taxable turnover. The amount of VAT deductible by the Buyer must therefore be reduced by the amount relating to the discount.

Payment means the actual receipt of the sums due to the Seller.

For goods payable by bills of exchange, these must be sent to the Seller within fifteen (15) days of the date of issue of the invoice. Failing this, the sum will become immediately and automatically due and payable. No modification of the bills of exchange may be granted after its acceptance.

In the event of non-payment on the due date, the Buyer will be automatically liable for a penalty calculated on the basis of a rate equal to three (3) times the legal interest rate in force on the due date. Interest shall begin to accrue as from the day following the date of payment appearing on the invoice and shall continue to accrue until the day of full payment of all sums due to the Seller.

This provision shall not prevent the Seller from proceeding by any legal means to the recovery of overdue invoices, from suspending shipments or even from cancelling other orders in progress and/or from requesting the immediate payment of all sums due by the Buyer for any reason whatsoever.

In the event of late payment, the Buyer shall also be automatically liable for a fixed compensation for recovery costs of 40 euros. If the recovery costs incurred are higher, the Seller reserves the right to request additional compensation.

In the event of breach by the Buyer of any of its obligations and in particular in the event of default or late payment, the Seller may terminate, without prejudice to any other damages, with immediate effect, all orders from the Buyer, by simple registered letter with acknowledgement of receipt, if necessary pursuant to Article 1657 of the French Civil Code.

Pursuant to the retention of title, the goods must be immediately returned to the Seller, and they may be removed by simple formal notice or, if necessary, by interim order.

The Seller has the right to set off any claim that exists or would exist between it and the Buyer, on simple written notice to the Buyer, even if the claims relate to different contracts.

No payment may be offset at the sole initiative of the Buyer, the prior written agreement of the Seller being essential, in particular, in the event of an allegation by the Buyer of a delay in delivery or non- conformity of the goods, regardless of any contrary provisions that may appear in the Buyer's conditions of purchase. Any offsetting not authorised by the Seller will be considered as a default of payment.

ARTICLE 6: DELIVERY – RECEIPT – TRANSFER OF OWNERSHIP AND RISK

6.1 Delivery

Unless otherwise stated in the quote, deliveries are made according to the EXWORKS INCOTERM (INCOTERMS 2020).

The delivery of the goods is made to the address and on the day and time indicated on the quote or specified by the Seller.

Delivery times are given for information purposes only. The Seller is authorized to make partial shipments.

Any delays in delivery do not entitle the Buyer to cancel current orders, charge penalties or refuse delivery.

If the Buyer refuses, for any reason whatsoever, the goods on delivery and/or requests the postponement of the delivery date, all costs resulting therefrom (new delivery, storage, etc.) may be invoiced to the Buyer in addition.

In contracts with staggered deliveries, failure to pick up a delivery entitles the Seller to terminate the balance of the Contract.

By express agreement in the case of maritime transport, failure to approve the goods at the port of shipment implies acceptance of the goods and exclusion of any subsequent recourse for apparent defects or missing goods.

6.2 Reception

Without prejudice to the measures to be taken with regard to the carrier, the Buyer's claims concerning apparent defects, missing goods and, more generally, the qualitative or quantitative non-conformity of the products delivered with the products ordered or the delivery note, must be made in writing on the delivery note (which must also contain the commercial stamp of the Buyer's company, the signature of the person receiving the goods as well as its name and position within the company, the date of receipt and the time of delivery).

It is the sole responsibility of the Buyer receiving the goods to verify whether the contract of carriage has been properly performed and, if not, to take all appropriate measures to retain a remedy against the carrier.

If packages are missing or if packages arrive damaged, in the event of damage or for any other reason, the Buyer must:

• • Write down immediately and in a clear manner, on the delivery note, the nature and extent of the damage noted at the time of receipt. Written reservations must be significant and complete;
• • Confirm to the carrier, at the latest within three (3) days, excluding public holidays, following receipt of the transported items, the reasoned claim by registered letter required under penalty of foreclosure by Article L.133-3 of the French Commercial Code,

No return of goods shall be accepted without the prior written consent of the Seller.

In any event, the costs relating to the transport of returned goods will remain borne by the Buyer. The returned goods will travel at the risk of the Buyer.

6.3 Retention of title

All goods delivered to the Buyer remain the property of the Seller until full payment of their prices, taxes and incidental costs.

Payment within the meaning of this clause shall only be the effective and full receipt by the Seller of sums paid by cheque, bills of exchange or by any other payment instrument issued by the Buyer.

However, as soon as the goods are loaded in the Seller's warehouses, the Buyer shall bear all the risks of any damage that these goods may suffer or cause.

The Buyer will therefore be held solely responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even if it is a force majeure event.

If the goods have been worked or transformed by the Buyer, the retention of title shall extend to the whole of the new finished goods. In the event of transformation, assembly or incorporation of the goods by the Buyer with goods belonging to third parties, the Seller acquires co-ownership of the fraction of said goods belonging to third parties.

Until full payment has been made, the Buyer undertakes to keep the individual goods, in particular in their original packaging, in tanks or warehouses specifically assigned to the Seller and shall refrain from giving a pledge or security on the goods sold under retention of title, or using them as a guarantee.

The Buyer undertakes to inform any third party, in particular in the event of seizure, of the fact that the goods under a retention-of-title clause belong to the Seller, and to inform the Seller immediately of any seizure or similar operation.

However, the Buyer may use these goods in the normal operation of its business. This authorisation is automatically withdrawn upon the first failure to pay an instalment.

In the event of non-payment, the goods must be returned to the Seller. Any resulting costs will be paid by the Buyer. In addition, the Contract may be automatically terminated by the Seller eight days after formal notice by registered letter with acknowledgement of receipt having remained without effect.

ARTICLE 7: WARRANTY - LIABILITY

7.1 Complaint procedure

Any defect will be brought to the attention of the Seller by the Buyer, in the form of a written notification sent by registered letter with acknowledgement of receipt and copy by email.

In the case of an apparent defect or non-conformity with the order, the complaint must be made under the conditions provided for in Article 6.2 "Reception", within three (3) working days of receipt.

In the case of a hidden defect, the Buyer shall inform the Seller within eight days of the discovery of the hidden defect. The Buyer is responsible for providing proof of the defects or non-conformities found.

In particular, the goods delivered must be kept at the disposal of the Seller, in accordance with storage rules.

In the event of an allegation of hidden defect or non-conformity of the goods, an adversarial procedure will be initiated between the parties and, where appropriate, an independent expert will be appointed by the Seller in order to carry out all the necessary checks and tests on the goods.

The submission of a complaint, whatever the cause, even if it is made within the prescribed period, shall not allow the Buyer to delay the payment of a sum that has reached its normal due date.

7.2 Content of the warranty

The Seller's warranty can only be implemented for defects that are the result of faulty design (if it has been made by the Seller), or faulty manufacture of the goods.

The Seller's warranty is strictly limited to the replacement of the goods that it has deemed defective, insofar as the goods are still in production, to the exclusion of any other compensation.

For equipment, the Seller may alternatively, at its discretion, repair the defective good.

The cost of transporting parts subject to repairs under the warranty shall be borne by the Buyer.

7.3 Warranty disclaimer

The characteristics of the goods sold are given only for indicative purposes and, despite any technical assistance granted by the Seller, the Buyer is solely liable for any damage that may result from the use of the goods, the Seller is not responsible for such use and its consequences.

In particular, if the Seller has, at its discretion, provided the Buyer with advice or assistance regarding the use of the goods, such advice or assistance shall not subject the Seller to any obligation or liability under the Contract.

In addition, the Seller cannot be held liable in the following particular cases:

• • the goods sold would be unloaded or stored under conditions that are abnormal or incompatible with their nature;
• • improper or non-compliant use of the goods, improper handling, by the Buyer or a third party;
• • the Buyer has failed, knowingly or unknowingly, to send to the Seller the material or intellectual elements necessary for the manufacture and packaging of the goods;
• • accidents attributable voluntarily or involuntarily to the Buyer or to a third party;
• • force majeure as defined in the article "Force Majeure", insurmountable fact of a third party or fault of the Buyer;
• • the complaints were not submitted within the above time limits and/or the goods were not made available to the Seller.

In any event, within the limits provided by law, the Seller's liability shall be limited to the price paid for the goods subject to the disputed order, to the exclusion of any other compensation of any kind whatsoever and in particular to the exclusion of any compensation for any non-material or indirect damage that may be the direct or indirect consequence of the defect in the goods.

By express agreement, any action for damages or warranty claim against the Seller must be initiated within one year of the date of delivery of the disputed goods.

ARTICLE 8: FORCE MAJEURE

Any event of force majeure within the meaning of Article 1218 of the French Civil Code or any impediment beyond the control of the Seller authorises it to suspend, reduce or cancel orders in progress.

In the event of the occurrence of such an event, the Seller will inform the Buyer by any means at its convenience within seventy-two (72) business hours.

The Seller cannot then be held liable to the Buyer in the event of non-performance of its obligations.

The following are considered cases of force majeure or fortuitous events, in addition to those usually recognised by the case law of the French courts and without this list being exhaustive: strikes, natural disasters, wars, fires, epidemics and pandemics as well as all related governmental measures (population containment measures for example), laws or regulations subsequently put in place, interruption of telecommunications, interruption of energy supply, interruption of communications or transport of any type, or any other circumstance beyond the reasonable control of the Seller.

ARTICLE 9: PACKAGING

Packaging, when consigned, constitutes industrial equipment, property of the Seller or its principals, and is reserved exclusively for the storage of the original goods, to the exclusion of any other storage or shipment of goods.

Packaging sold with the possibility of return or returnable packaging must be returned free of charge in good condition to the Seller, at the address indicated on the shipping notice, within a maximum of three months from the date of shipment. Any costs of restoration shall be borne by the Buyer.

The consignment is subject to special invoicing, the amount of which constitutes a security deposit and cannot be considered as the sale price. It shall be reimbursed to the Buyer after return of the packaging to the Seller and verification of its conformity.

If the aforementioned three-months period is exceeded, or if the packaging is damaged, the amount of the deposit or the price of the packaging sold will be invoiced, and the security deposit will be retained by the Seller.

ARTICLE 10: CONFIDENTIALITY – INTELLECTUAL PROPERTY

The studies, technical notes, quotes and any documents given to the Buyer remain the property of the Seller and are confidential, even if they are drawn up in collaboration with the Buyer.

The Buyer may not use them other than within the framework of the Contract in question.

In the event of non-conclusion of the Contract between the Buyer and the Seller, the studies and documents submitted in support of the offer or quote will be returned to the Seller on request within a maximum period of fifteen (15) days from the expiry date of the offer.

The performance of the Contract does not confer any assignment of intellectual property rights for the benefit of the Buyer.

The Seller is the owner of all the intellectual property rights covering the goods offered to the Buyer.

Any use, in any manner whatsoever by the Buyer, of the Seller's trademarks is strictly prohibited, except with the prior and express consent of the Seller.

ARTICLE 11: JURISDICTION – GOVERNING LAW

The Contract and the GTCS are entirely governed by French law, to the exclusion of the application of the Vienna Convention on the International Sale of Goods of 1980.

The GTCS are written in French. In a case involving translation into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute. In the event of a dispute arising in connection with the interpretation or performance of the GTCS or the Contract, the Seller and the Buyer shall endeavour to settle it amicably prior to any legal action.

In the absence of an amicable agreement, all disputes relating to the performance of the GTCS or the Contract shall be brought before the competent Courts of Sarreguemines (France), even in the event of multiple defendants, incidental claim or introduction of third parties.

ARTICLE 12: PERSONAL DATA

The Seller and the Buyer undertake, in the context of the collection and processing of personal data, to comply with the provisions of the amended Law 78-17 of 6 January 1978 on information technology, files and civil liberties and those of Regulation 2016/679/EU of 27 April 2016 "on the protection of natural persons with regard to the processing of personal data and on the free movement of such data".

In the context of the contractual relationship governed by the GTCS, the Buyer expressly authorises the Seller to carry out the processing of personal data as detailed below.

As data controller, the Seller implements personal data processing for the management of its relations with its customers, including the Buyer, and for the fulfilment of orders, the legal basis for the processing being the performance of the existing contractual or pre-contractual relationship between the Seller and the Buyer and, where applicable, compliance with a legal obligation.

Its registered office is located at 94 avenue de la Paix in ROUHLING (57520), FRANCE. It can be contacted by email (contact@weber-mining.com) or by phone: 03 87 27 27 80.

The personal data collected hereunder are the following: surname, first name, electronic, postal and telephone contact details of the Seller's contacts at the Buyer.

Only the Seller's customer service has access to the data collected in the context hereof.

The data collected will be kept throughout the period of contractual relations between the parties, as well as for a period of 5 years from the last activity of the Buyer (placing and receiving an order for example). The data are then archived for an additional period for limited reasons and authorised by law (payment, guarantee, disputes for example). At the end of this period, the data collected will be automatically deleted.

The Buyer is informed that the data collected by the Seller is not subject to a transfer outside the European Union.

The natural persons concerned have on these data the rights of access, rectification, delete and opposition, a right to withdraw their consent, a right to restrict processing, a right to object on legitimate grounds to the processing of the data, a right of data portability, a right to issue advance directives of what will happen to their data after their death, by sending the Seller an email to the following address: contact@weber-mining.com or a letter to the address: 94 avenue de la Paix in ROUHLING (57520), FRANCE, accompanied by a copy of their identity document.

They also have the right to lodge a complaint with the CNIL.

The Buyer undertakes to inform the natural persons concerned whose personal data may be transmitted to the Seller of the content of this article so that they can exercise their rights.