Terms of Sale

General Terms and Conditions Of Sale UK

Last modified: 22 december, 2024

These general terms and conditions of sale are applicable to all supplies of hardware and/or software (hereinafter the “Products”) sold by the Seller. These general terms and conditions of sale are systematically sent, given, disclosed, or made available to any Buyer of the Products. Therefore, the placing of any order with the Seller implies the unconditional acceptance by the Buyer of these terms and conditions (whether this acceptance has been confirmed in writing or not) and excludes any other terms, unless subject to special conditions which may have been agreed upon in a separate agreement between the Seller and the Buyer. These general terms and conditions have precedence over any purchase terms and conditions of the Buyer.

By accepting these General Terms and Conditions of Sale, the Buyer commits to do his best efforts to achieve the
yearly revenue target agreed with the Seller and specified on the account opening form duly signed.

I - ORDERS AND ACCEPTANCE OF ORDERS

1.1 Within the first month of activity, if data available, the BUYER will contact PNY sales support at
generalstocksales@pny.eu to provide weekly stock report and monthly sales out reports.
1.2 In order to constitute a valid purchase order, any order by the Buyer is to include all the necessary information and in
particular the PNY article number and the description of the ordered Products, the quantities, terms of delivery (place,
time, etc…) and prices (issued by the Seller and still valid at the time the purchase offer is sent).
Moreover, the purchase order should be issued on Buyer’s headed letter.
1.3 Placing an order with the Seller shall imply unreserved acceptance of the general terms and conditions.
1.4 A minimum order value is asked for any purchase order and stated on the account opening form duly signed.
Depending on the nature of the Products and on their packaging, the Seller will also impose a multiple order quantity
per type of product for each order.
1.5 Any order is subject to written acceptance by the Seller and the obligations to buy and sell the Products shall be
binding on the parties only upon acceptance of the order by the Seller. To that effect, the Seller shall confirm his
acceptance to the Buyer within eight days by any appropriate means (e-mail, fax, mail). Failing acceptance by the
Seller within the said period, the order placed by the Buyer shall be deemed to have been accepted.
1.6 Any change made to the order by the Seller shall be submitted to the Buyer for acceptance. If the Buyer does not
agree to the change within a period of 3 days from receiving notice of the proposed change, the order so changed
shall be deemed accepted.
Any change made to the order by the Buyer shall be submitted in writing to the Seller for acceptance.
1.7 Orders placed by the Buyer constitute an irrevocable unilateral promise to purchase for which he shall be held
responsible if it is withdrawn. Moreover, upon acceptance of the order by the Seller, the sale is firm and final between
the parties and any cancellation, withdrawal or reduction of the order, except by express agreement by the Seller, shall
constitute a breach of obligations by the Buyer. In this case, the Seller reserves, by law, the right to institute
proceedings either for compulsory enforcement, or for cancellation of the order, against the Buyer. In this case and
without prejudice to any damages, the obligation of the Buyer to pay for the already delivered Products is not affected,
the price being revised if need be, to take into account the Products finally purchased.
1.8 The benefit of the order is solely for the Buyer and cannot be assigned to a third party without the prior express written
approval of the Seller.
1.9 Any quote including an offer to supply Products given by the Seller shall remain valid for seven days unless otherwise
specified and is subject to these general terms and conditions of sale.
1.10 For certain types of products declared by the Seller and for certain volumes of orders, the order must imperatively
include the mention “NCNR” (Non-Cancellable and Non-Returnable) which means that it will not be cancellable, nor
returnable to the Seller. In order to be validated by Seller, a NCNR order from the Buyer must be issued under the
following conditions: Buyer must have entered into a Partnership Agreement or a specific contract on the matter with
Seller that specifies the terms and conditions under which such orders are governed, including applicable penalties,
and Buyer's order must be marked NCNR. In the absence of these two conditions, no NCNR order can be accepted
by Seller. For greater certainty, once Buyer's order is marked NCNR, this Section 1.10 shall apply. If the Partnership
Agreement or the specific contract between Seller and Buyer is terminated, the Parties agree that the provisions of this
section shall continue to govern NCNR orders issued by Buyer until a new Partnership Agreement or a specific
contract is entered into. Thus, these provisions and those contained in the Partnership Agreement or the specific
contract shall be the only provisions governing NCNR orders to the exclusion of any terms and conditions of purchase
that Buyer may specify in its NCNR order.

II - PRICE

2.1 Products are sold by the Seller to the Buyer according to the price list in effect when the order is placed. The current
price list is freely available to the Buyer at all times. The prices indicated in the price list are excluded VAT and do not
include discounts which could be given to Buyers placing orders according to the indicated terms and conditions. The
discount list is available on request from the Buyer. The discount list, as well as any rebate or remuneration for
services arising from special terms, separate service contracts or commercial co-operation contracts are not
applicable to calls for tender.
2.2 In accordance with statutory regulations, any amount not received when due, without prejudice to any other right of the
Seller, shall bear interest at three (3) times the legal interest rate at the time of non-payment, without the requirement
for the client to have been previously put on notice. Part of any month is counted as a full month, until the date on
which full payment of the amount of principal and interests due is received. In the event of failure to pay on the due
date, the Buyer shall, in addition, bear all costs incurred by the Seller for debt collection, and shall be liable as a penal
clause, for the payment of compensation equal to 15% of the amount of accounts receivable, without prejudice to any
other right of the Seller.
2.3 In the event of total or partial non-payment of an order on the due date, the amounts due for one or several delivered
orders or orders in the process of delivery shall become immediately payable after formal notification duly given by the
Seller by registered mail with acknowledgement of receipt, unless the Seller elects to cancel orders. In that case, the
cancellation shall affect not only the order in question, but also any order pending delivery.
2.4 No complaint by the Buyer entitles him to suspend payments due and no compensation shall be granted without the
written agreement of the Seller; the Buyer expressly agrees to fulfil his payment obligations notwithstanding any
complaint he may have.
2.5 Any decrease in creditworthiness of the Buyer could justify the Seller in demanding guarantees, a more substantial
down payment before executing orders, or cash payment before delivery. This shall be the case if there is a change in
the capacity of the Buyer or his professional circumstances, or if an assignment, a rental, a pledge, issue of security
against a part of his business, a contribution or another operation impacts negatively on his creditworthiness. The
Buyer shall inform the Seller of any event mentioned above.
2.6 The terms and conditions of payment are: Thirty (30) days from the date of invoicing by the Seller by Bank transfer if
credit line is granted. In case of no credit line or if the amount of the Buyer's order(s) exceeds the amount of its credit
line, payment shall be made cash before delivery. No discount for cash payment.

III - DELIVERIES AND RETURNS

3.1 The Products are delivered according to the Incoterm defined on the account opening form duly signed by both
parties. Deliveries take place according to availability and the order in which orders are received. The Seller shall have
the right to make full or partial delivery, it being specified that this option does not affect the indivisible nature of the
sale of the accepted order. Any deadline due to circumstances beyond the control of the Seller cannot be held against
the Seller. Delivery times are given by the seller for information only and failure to comply with them cannot hold
responsible the seller.
3.2 Drop shipments to BUYER’s direct customers must be agreed on a case by case basis by PNY and are limited to the
country of invoicing. A fee will be charged to the BUYER to cover additional freight costs.
3.3 Considering the indicative nature of the delivery, the Seller shall not be held responsible for, in particular, loss of
earnings, loss of clients or direct or indirect damage directly or indirectly due to a delay or any defect in a delivery;
similarly, a reasonable delay shall not allow the Buyer either to cancel the order or to refuse delivery of the Products.
3.4 In any event, delivery of the Products can take place only if the Buyer has fulfilled all his obligations towards the Seller.
3.5 All shipments from the Seller are secured with customized shrink wrap and security banding.
When receiving a delivery, the Buyer must check the number of pallets and/or boxes declared on the transportation
document and sign it. In case of any breach, apparent deterioration of the shipment or discrepancy, the Buyer must
notify it on the transportation document.
Nevertheless, the Buyer has two days from receipt of the goods to declare any short or non-compliant delivery, failing
which the Seller shall be released from any obligation towards the Buyer. Any complaint to the Seller shall be by
registered mail with acknowledgement of receipt.
Note: Above statement only applies when shipment is under the responsibility of the Seller.
3.6 The onus is on the Buyer to provide any justification as to the materiality of the perceived defects or faults and the
Buyer may not, except with the prior approval of the Seller, tamper with or allow a third party to tamper with the
Products.
3.7 Any return of Products shall be subject to formal agreement by the Seller and comply with its return conditions agreed
and acknowledged by the Buyer. The costs and risks of the return shall be for the account of the Buyer.
Any return accepted by the Seller shall give rise to either exchange of the defective Products or issue of a credit note,
according to the RMA conditions stipulated on the account opening form.
In case there would be no more volume of business for more than three months between PNY and the client,
regardless of the contractual terms of product returns, RMA service will perform an exchange of the product.
If the returned Product is not covered by the warranty or if it is not a PNY Product, PNY notifies the Buyer that the
warranty is not applicable. The Buyer has a period of 1 month following the date of this notification to collect the
Product, or have it collected, at his expense. After expiry of this period, the Product shall be destroyed.

IV - RECEIPTS OF PRODUCTS

4.1 The Buyer shall make all necessary arrangements to allow and/or facilitate receipt of the ordered Products.
He shall, in particular, ensure that the reception infrastructure (premises, fittings, etc…) complies with all
requirements or recommendations of the Seller as indicated in his technical documentation or by any other means.
4.2 If need be, the Buyer shall take responsibility for the installation of the Products which must be carried out according
to the instructions given by the Seller and/or by any distributor of the Products, and in compliance with good practice.

V - WARRANTY

5.1 The Seller guarantees that the supplied Products comply with the technical specifications described in the
documentation of the Seller, on which the Buyer based the order he placed. The warranty period is stipulated by the
Seller and available on its web site and upon request.
5.2 The warranty described above shall be subject to any other term and condition that may be granted by the Seller to
the Buyer and/or to sub-purchaser(s) and which shall be specified in the warranty certificate issued and attached to
the Product(s) by the Seller.
5.3 The warranty described above by the Seller shall not be enforceable either in the event of abnormal use of the
Products or in the event of apparent defects for which the Buyer will have to invoke clause 3.5
5.4 The Seller shall be entitled to make the benefit of any warranty subject to execution of certain formal procedures by
the Buyer.
5.5 Any other declarations, warranties, or implicit or explicit terms and conditions, whether legal or otherwise, are strictly
excluded. The Seller shall not take any other responsibility whatsoever for any loss, damage or prejudice directly or
indirectly attributable to, or related in any way to, quality, compliance or use of the Products.
5.6 If the Products supplied to the Buyer are specified as experimental models or have been totally or partially made
according to the instructions of the Buyer, the Seller shall not offer any warranty and have no responsibility
whatsoever.

VI – RESERVATION OF TITLE CLAUSE

6.1 TRANSFER OF TITLE TO THE PRODUCTS IS SUBJECT TO EFFECTIVE AND FULL RECEIPT OF PAYMENT OF
THE PRICE BY THE SELLER WHEN DUE. It is expressly stated that the transfer of title to software applies only to
the possible medium, and excludes any programme or part thereof. The invoiced price includes the principal,
expenses and interests if applicable.
6.2 Should the Buyer fail to pay, the Seller, without prejudice to any of his other rights, may, by registered mail with
acknowledgement of receipt, demand the return of the Products at the costs and risks of the Buyer. The Seller may:
- Undertake an inventory of the Products not paid by the Buyer
- Repossess the delivered Products which must always be identifiable.
The Buyer shall be liable for payment of depreciation compensation equal to 1% of the price of the Products per
month of holding from delivery to return. This compensation shall be offset against possible down payments.
In the event of processing of the Products, the modification work shall be deemed to be done on behalf of the Seller:
should new elements be incorporated into the Products, the Seller shall have co-ownership of the said Products, up
to the initial value of the Products.
6.3 The Buyer may resell the Products as part of the normal operation of his business: he shall, however, lose this
option in the event of suspension of payment or failure to pay the price when due. He undertakes, in both cases and
following a simple request, to provide the Seller with the names and addresses of these Buyers as well as the price
they have to pay.
6.4 Any payment of Products shall be allocated to the oldest invoices on a priority basis.
6.5 The Buyer shall refrain from granting any pledge, right of lien or other rights pertaining to the Products to a third party
and more generally the Buyer undertakes to do all that is reasonably necessary to best protect the interests of the
Seller in particular with respect to the owner of his premises and any other creditor.
6.6 Notwithstanding the above, risks of loss or total or partial damage to the Products are transferred to the Buyer upon
delivery. With respect thereto, the Buyer shall secure any insurance policy required, which shall include provisions
for direct payment of possible compensation to the Seller up to a limit of any amount of principal and interest due to
him by the Buyer.

VII - RESALE OF PRODUCTS

7.1 If the Buyer trades as a distributor of Products, the Seller reserves the right to make the resale of the Products
subject to certain terms and conditions which shall be indicated to the Buyer and which shall include in particular, but
not be limited to, the premises, the competency of the personnel, the manner of advertising, the implementation of
the warranty, the training of users, the maintenance of Products, etc…
7.2 In all circumstances, the resale of Products of the Seller can be undertaken only in compliance with the regulations in
force. The Buyer may not agree, on behalf of the Seller, to terms and conditions more favourable than those issued
by the Seller.

VIII - PROPERTY - CONFIDENTIALITY

8.1 The Buyer expressly acknowledges that all rights to industrial, intellectual or other property, concerning the Products,
are the property of the Seller or of the group of which the Seller is part.
8.2 The seller does not grant the buyer any right to use the trade mark other than the ability/capability to distribute the
seller’s products within the Territory contractually determined/delimited.
8.3 During the period of the contractual relationship with the Seller and during the five years following its expiry, the
Buyer undertakes not to disclose to anybody, by any means whatsoever, any information about the Products related
to processes, methods, patents and other issues, used directly or indirectly, that he may be aware of or that he may
become aware of.

IX – CODE OF CONDUCT AND ETHICS

9.1 PNY Technologies Europe and its subsidiaries are wholly owned by PNY Technologies Inc. which is an American
company that places a high value on legal and ethical conduct in its business life. Thus, the Seller expects the Buyer
to comply with all national and international conventions in the exercise of its activity and in particular to respect
embargoes and sanctions taken against certain countries on an international scale. In this regard, the Seller does
not sell its products in any country under international embargo and sanctions. In particular, the Buyer shall act in
accordance with the United Nations Global Compact and the fundamental conventions issued by the International
Labour Organisation. To this end, the Buyer must respect people at all levels of its activity, which implies respecting
the right to freedom of association and collective bargaining, not discriminating in employment and occupation,
ensuring fair wages and working hours for its employees, ensure working conditions that respect the health and
safety of its employees, not use child or forced labour, respect the environment and behave ethically in business life,
in particular by acting against bribery and corruption. If the Buyer breaches any of these fundamental principles, the
Seller may as of rights terminate the Seller’s General Terms and Conditions of Sale, without compensation, by
registered letter with acknowledgement of receipt.

X – COMPLIANCE WITH U.S. RESTRICTIONS

10.1 The Buyer acknowledges that the products sold, offered for sale or where sale is facilitated by the Seller (or products
incorporating these items) (together, the “Items”) may be subject to restrictions under U.S. or UN sanctions
(collectively, “Sanctions”) as well as U.S. export control laws (“Export Laws”) (together with Sanctions, “Trade
Laws”). The Buyer agrees, on behalf of itself and its affiliates, to comply with Trade Laws (and in particular with the
regulations entitled “Implementation of Additional Export Controls: Certain Advanced Computing Items;
Supercomputer and Semiconductor End Use; Updates and Corrections Interim Final Rule (AC/S IFR)” published on
October 17, 2023 by the Bureau of Industry and Security of the U.S. Department of Commerce, updating the controls
published on October 7, 2022) and to provide notice of these compliance obligations to any party obtaining Items
from the Buyer. The Buyer acknowledges that the U.S. Export Administration Regulations (“EAR”) may apply to the
Items and may continue to apply when Items are incorporated into other items. The Buyer shall promptly notify the
Seller in writing if the Buyer or any of its affiliates becomes aware of potential violations of any Trade Laws involving
the Items. If the Buyer does not comply with any of its obligations in this section, the Seller reserves the right to not
supply any Items without penalty. The Buyer agrees to indemnify the Seller in respect of all losses, damages, costs,
and liabilities arising out of the Buyer’s non-compliance with this section.

XI – PERSONAL DATA

11.1 Individuals whose Personal data are collected (including full name, phone number, email address) will be computer
processed for the purposes of the execution of the Contract and are intended for their own PNY interlocutors.
According to the article 13 of the General Data Protection Regulation n°2016 / 679, the individuals whose data are
processed have the right access to personal data, to rectification/erasure, to object and to data portability. In order to
exercise these rights, they will send an e-mail at dpo@pny.eu or write to PNY at the following address: ZAC du
Phare - 9 rue Joseph Cugnot - 33700 Mérignac - France.

XII - FORCE MAJEURE

12.1 Under no circumstances shall the Seller be held responsible for delays or any failure to execute the order, should
this be attributable to causes beyond his control. It is explicitly agreed that such causes shall include, in particular:
fire, strike, insurrection, riot, flood, epidemic, judicial or administrative seizure, embargo, quarantine, restriction, war,
default by sub-contractor, government action, restriction pertaining to foreign exchange, importation or exportation,
fortuitous event, act of the buyer, default or delay by the carrier. The schedule for the execution of the order shall be
extended by a period equal to the duration of the force majeure situation.
12.2 Should the situation last for more than 30 days, the parties shall meet to establish whether they intend to pursue the
execution of their respective obligations and if not, the order shall automatically be cancelled without compensation
to either party.

XIII – APPLICABLE LAW – JURISDICTION

13.1 These general terms and conditions of sale are governed by French law.

13.2 IN THE EVENT OF A DISPUTE, THE BORDEAUX COMMERCIAL COURT SHALL ENTERTAIN SOLE
JURISDICTION, EVEN IN THE EVENT OF INTRODUCTION OF THIRD PARTIES, INCIDENTAL CLAIMS OR
MULTIPLE DEFENDANTS. Should the dispute require urgent measures to be taken, the Judge empowered to issue
temporary orders in cases of emergency at the Bordeaux County Court shall entertain sole jurisdiction regardless of
the nature of the requested measure and the situation of the contentious Product.

XIV - MISCELLANEOUS PROVISIONS

14.1 The fact that the Seller does not, at a given time, invoke one of the provisions of the general terms and conditions of
sale cannot be construed as a waiver of the provision at any later date.
14.2 No change or modification to the General terms and conditions of sale will be valid if there is not a mutual valid
agreement in writing between the seller and the buyer.
14.3 These general terms and conditions of sale shall have precedence over any other general terms and conditions
issued by the Seller.
14.4 The nullity of any of the General Terms and condition of sale’s provision will not prejudice the validity of the other
clauses.