GENERAL SALES CONDITIONS

1. Orders:

All orders must be confirmed in writing by the Purchaser to the Vendor and imply the full and unconditional acceptance by the Purchaser of these standard terms and conditions of sale.

Any request for modification or cancellation of an order made by the Purchaser can only be taken into consideration by the Vendor if the said request reaches it in writing prior to manufacture or shipment of the goods, as the Vendor elects at its sole discretion.

If the Purchaser modifies or cancels an order with the Vendor’s agreement, any deposits or payments made in advance can only be returned in their equivalent value in goods.

2. Delivery and transportation:

The delivery times that apply are shown on the acknowledgements of order and are determined according to the Vendor’s work schedule.

Failure to meet the delivery times given on the acknowledgements of order does not give any right to compensation and/or damages, retention of payment or cancellation of the orders in progress.

Unless otherwise agreed between the Vendor and the Purchaser on each Purchase Order and/or Invoice, deliveries are understood to be “EXW – Departure – Vendor’s Factory/Stores Incoterms 2000” by the Vendor placing the goods at the Purchaser’s disposal. The Vendor is authorised to make full or partial deliveries.

3. Product packaging:

Any specific packaging required by the Purchaser will be subject to additional invoicing and is subject to the Vendor being able to provide such specific packaging.

4. Complaints:

Without prejudice to any claims against the carrier, any complaints relating to apparent defects or non-compliance of the goods delivered on the Purchase Order/Invoice on delivery, must be made in writing within eight (8) days of the goods arriving at destination.

For all complaints, it is the responsibility of the Purchaser to supply all proofs as to the reality of the defects or anomalies recorded, it being specified that the Purchaser must grant the Vendor every facility to ascertain the said defects or anomalies and remedy the same.

Any return of goods must be the subject of a formal agreement between the Vendor and the Purchaser and the goods must be returned within fifteen (15) days of the said agreement.

Goods returned are effected at the cost and liability of the Purchaser, unless otherwise expressly agreed in writing with the Vendor.

No returns will be accepted after a period of six (6) months following delivery date.

Any complaint having given rise to an agreement between the Purchaser and the Vendor will entail the issuance of a credit note in favour of the Purchaser after the goods returned to the Vendor have been checked, to the exclusion of any compensation and/or damages.

The Vendor may at its discretion, choose to replace the returned goods instead of issuing a credit note where this is feasible having regard to all the circumstances, and where the purchaser is agreeable to the same.

5. Warranties:

The goods are warranted for one (1) year against any manufacturing defect and any defect in normal conditions of use. The limited warranty above sets forth the sole warranty of vendor with respect to any goods sold to purchaser at any time. All other warranties and representations of any kind whether express or implied. And whether arising under statute or under convention (including the United Nations Convention on contracts for the international sale of goods) are hereby expressly excluded and disclaimed, including by way of example but not as an exhaustive list. Warranties of

merchantability or fitness for a particular purpose or claimed to arise from course of dealing or usage and trade practice or non-infringement of third-party intellectual property rights. It is expressly agreed by the purchaser, in purchasing the goods, that the liability of the vendor, if any, shall be limited solely to the replacement of the goods in accordance with warranties specifically and expressly set forth herein and to the extent permitted by applicable law, the liability of vendor, whether under claims of warranties, negligence or otherwise, shall not exceed the price paid for the liable goods. In no event shall vendor be responsible or liable for any special incidental or consequential damages (including without limitation any loss of profits).

6. Force majeure:

Any delays in or any failure of performance or delivery by Vendor shall not constitute default or give rise to any claims for damages if and to the extent caused, directly or indirectly, by acts or events beyond the control of Vendor, including but not limited to acts of God, acts of Purchaser, acts, rules or regulations of a governmental authority (civil or military, executive, legislative, judicial or otherwise), strikes or other concerted acts of workers, lockout, labour difficulties, fires, floods, accidents, earthquakes, tidal waves, or other natural disasters, epidemics, war, riots, rebellion, sabotage, insurrection, difficulties or delays in public transportation or in public or postal delivery services, car shortages, fuel shortages, inability to obtain from Vendor’s usual sources of supply, inability to obtain suitable or sufficient energy, labour, machinery, facilities, supplies or materials (the “Force Majeure Event”).

The Vendor will inform the Purchaser at the earliest of any Force Majeure Event, but in any event within thirty (30) days of the occurrence of such Force Majeure Event.

Where the Vendor is affected by a Force Majeure Event, all obligations of Vendor which as a result thereto is affected, prevented, hindered or delayed, shall be suspended without liability for the duration of the Force Majeure Event, subject to the right of Vendor to terminate this agreement or cancel any part thereof without any resulting liability.

7. Prices:

The prices that apply will be in accordance with the price list issued by the Vendor from time to time, and will be applicable on all orders placed and confirmed. The Vendor reserves the right to modify its rates subject to reasonable notice.

All taxes, including but not limited to withholding taxes and Goods and Services Tax (GST) or similar taxes, levies, duties or other charges due under any legislation and regulations in the exporting country, importing country or the transit country or countries are at the Purchaser’s sole charge. At its option, the Vendor may initially pay any such tax or other charges for the Purchaser’s account and thereafter invoice the Purchaser for the same.

8. Settlements:

Regardless of the methods of settlement, the place of payment is fixed at the Vendor’s registered office as shown at the top of the invoice. Payment must take place in the currency stipulated on the invoice. Unless expressly agreed otherwise between the Vendor and the Purchaser as depicted on an invoice, all invoices are payable at thirty (30) days date of invoice.

As all conditions of payment are absolute, the failure to pay a single invoice or a single instalment in the event of staggered payments or to honour a single bill or agreed means of payment, renders all debt-claims that the Vendor may hold over the Purchaser legally and immediately due and payable, or in the event of default as the case may be, after thirty (30) days notice sent by the Vendor to the Purchaser by recorded delivery letter with advice of receipt, has remained without effect.

In the event of late payment, the Vendor may unilaterally suspend all current or future deliveries, without prejudice to all other legal remedies to which it may have recourse against the Purchaser.

Any outstanding payment due and owing from the Purchaser after the date of settlement shown on the invoice

will legally entail late payment charges. After thirty (30) days notice sent by the Vendor to the Purchaser demanding payment of such outstanding sums have elapsed and no payment has been made by the Purchaser, then the Vendor shall be entitled to impose late payment charges at an interest of 1.5% per month from the due date of payment to date of actual payment.

The Purchaser must reimburse Vendor for all the costs incurred in recovering the sums due through the courts, including but not limited to all legal fees and fees of court officers and attorneys.

In no case may payments be suspended or the subject of any offsetting of accounts whatsoever without the Vendor’s prior written agreement.

Any part payment will be applied first to those sums on which payment has been collectable the longest.

Any deterioration in the degree of solvency of the Purchaser for any reasons whatsoever shall entitle the Vendor to require the Purchaser to pay cash before carrying out any orders received.

9. Reservation of title:

The goods are sold subject to a “reservation of title clause” thus subordinating the transfer of ownership to payment in full of the principal price and incidentals shown on the invoice corresponding to the sale. Failing payment by the Purchaser of all or part of the price at due date, the Vendor may accordingly legally require the goods to be returned and without formality, at the cost, risk and liability of the Purchaser, without such return being equivalent to the cancellation of the sale, if the Vendor sees fit.

The Purchaser must take out insurance covering risks arising with effect from delivery of the goods.

So long as the price has not been paid in full, the Purchaser must identify the goods delivered separately and not combine them with other goods of the same nature originating from other suppliers. The Purchaser shall keep the Vendor’s goods separate from the goods of Purchaser or other third parties and shall properly store, protect, insure and identify the Vendor’s goods and the Purchaser shall bear the risk of any loss or damage to or deterioration of the goods from whatever cause arising following delivery of the goods to Purchaser.

Failing which, the Vendor may either ask for reimbursement or take back the goods still in stock.

In the event of an attachment order or other third-party intervention on the goods, the Purchaser must absolutely and without delay inform the Vendor thereof in order to enable it to oppose the same and preserve its rights.

Moreover, the Purchaser agrees not to assign goods sold subject to a reservation of title clause as a pledge or as security.

10. Intellectual property:

The trademark ARMOR, certain range names and patents are protected in France and in certain foreign countries.

ARMOR would kindly ask its purchasers to bring to its attention any infringements or improper uses of its name, trademarks, patents, goods or products.

Nothing in this agreement shall be construed granting a licence to use the Vendor’s trademark for any purpose whatsoever, including the ARMOR trademark and trade name, without the Purchaser first having obtained the express prior of the vendor.

11. Settlement of disputes:

Any disagreement, dispute or claim arising hereunder shall be governed exclusively by the laws of Singapore.

Nothing herein shall limit the right of the Vendor to proceed against the Purchaser in any court or competent jurisdiction for collection of monies owed.