Terms and Conditions of Sale

Preamble

The Company hereinafter refers to Joubert France with respect to the Products and Customers of its Polaire brand, a company registered with the Clermont-Ferrand Trade and Companies Register under number 421 243 841. These General Terms and Conditions of Sale (hereinafter the “GTC”) apply to all products (the term “Products” refers to the services, systems, equipment, and items sold, made available, loaned, or rented, whether for a fee or free of charge) offered by the Company and to all non-professional customers who purchase the brand’s Products (hereinafter “Customer” or “Customers”). Any order for products, regardless of its origin, implies unconditional acceptance of the T&C. In the event that one or more provisions of these T&C are deemed invalid by a competent court, the remaining provisions shall remain in full force and effect.

1. Purpose – Application – Validity

1.1. The purpose of these T&C is: – To inform any potential Customer of the terms and conditions under which the Seller sells and delivers the products listed in the online catalog on the website – To establish the rights and obligations of the parties in connection with the sale of products listed in the online catalog published by the Seller on the website www.polaire.eu

1.2. These General Terms and Conditions apply, without restriction or reservation, to all sales of products featured in the catalog published online by the seller, made to non-business customers, within the territories where orders are accepted. Consequently, the Customer’s confirmation of an order implies their full and unreserved acceptance of these Terms and Conditions, to the exclusion of all other documents. Specific terms applicable to certain products may supplement these general terms and conditions. Such terms are specified at the time the product is presented.

1.3. The version of the GTC applicable to each order confirmed on the Seller’s website is the version available online as of the date the order is confirmed. Said version shall govern the contract from its conclusion until the expiration of the applicable warranties. The Seller reserves the right to modify these General Terms and Conditions. Any new version of the General Terms and Conditions shall apply to orders placed on or after the date they are posted online. Such modifications will be posted on the website for a period of 60 days. The fact that the seller does not invoke any provision of these Terms and Conditions at a given time shall not be construed as a definitive waiver of its application.

2. Definitions

Seller: The company “JOUBERT FRANCE,” identified in the preamble. Customer: Any person, acting as a non-professional, wishing to place an order in accordance with these Terms and Conditions. Order: A purchase order placed by the Customer on the Seller’s website, www.polaire.eu, in accordance with these General Terms and Conditions of Sale. Products: Refers to the services, systems, equipment, and items sold, made available, loaned, or rented, whether for a fee or free of charge. GTC: General Terms and Conditions of Sale. Carrier: Any company engaged by the Seller to deliver the Products to the Customer. Customer Service: The department of the company “JOUBERT FRANCE” responsible for customer relations. CUSTOMER SERVICE can be reached: By phone at +33 4 76 92 34 64 Monday through Friday from 8:30 a.m. to 12:00 p.m. and from 1:30 p.m. to 5:30 p.m., by email at the following address: web@polaire.eu or by mail at the following address: 585 rue Actisère, 38570 Le Cheylas

3. Online Contract

3.1. Constituent Elements of the Online Contract. The contractual agreement consists of the following elements: the Terms and Conditions; the order; acceptance of the order; and the invoice. The Product specifications listed on the website form an indivisible whole, to the exclusion of all other documents.

3.2. Steps in the Formation of the Contract. The online sales contract will be definitively concluded upon completion of the following steps: a. The Customer’s review and acceptance of these Terms and Conditions; b. Provision of all information necessary to complete the order form; c. Confirmation of the order by the Customer; d. Acceptance of the order by the Seller; e. Confirmation of payment by the Customer; The Seller’s acceptance or rejection of the order will be confirmed via email.

3.3. Languages Available for Concluding the Online Contract. All contractual documents are written in the languages available on the Company’s website. The Customer must have a sufficient level of understanding of at least one of these languages. Under no circumstances shall the Seller be held liable for the Customer’s misunderstanding of the available languages.

3.4. Archiving of online contracts. All contractual documents will be archived on the website and accessible to the Customer using their password for a period of 120 months. The archiving of payment method data is addressed in Section 7.3 of these Terms and Conditions.

3.5. Viewing the Contract Online. The Customer has a personal account on the Seller’s website, identified by their email address and password, which allows them to view and print all contractual documents pertaining to them.

3.6. Supporting Documents. The Seller recommends that Customers print and retain all contractual documents, as well as the product description sheet for the ordered Product(s). Communications, purchase orders, invoices, proof of payment, and any documents derived from the archiving of contractual documents in the seller’s computer system—to which the Customer has access, as indicated above (Section 3.5)—may also constitute legal evidence.

4. Products

4.1. Seller’s Catalog. The Products offered for sale online in the Seller’s catalog comply with current French law and the standards applicable in France. If the removal of a Product prevents the Seller from fulfilling an order, the Customer shall have no recourse against the Seller, who undertakes in such a case to offer the Customer a similar Product within the same price range or, at the Customer’s option, a refund of the amounts paid.

4.2. Product Descriptions and Information. The essential characteristics of the Products listed online are presented as accurately as possible. The Seller shall not be held liable for any erroneous information. Except as provided in Articles 8, 9, 11, 12, and 13 of these Terms and Conditions, only an error in the description of the Product’s essential characteristics may justify the right to return the Product in question with a refund of shipping costs.

4.3. Product Availability. Product offers are subject to availability and are made without any specific commitment on the part of the seller. The Seller agrees to inform the Customer of the Product’s availability as soon as possible and, in the event of unavailability, to offer the Customer a similar Product in the same price range, a refund, or a credit toward the Seller’s entire catalog. If the Customer opts for a refund, the seller will issue the refund within 30 days from the date on which the seller notified the Customer of the Product’s unavailability.

5. Orders:

The Customer places an order in accordance with the process in effect on the website and confirms the detailed order summary.

5.1. Legal Capacity. Only individuals legally capable of entering into contracts are permitted to place an order. The Customer declares that they have full legal capacity to accept these Terms and Conditions and thereby enter into this contract. In the event of payment by credit card, the Customer declares that they are fully authorized to use said card and that the card has sufficient funds to cover all costs necessary to pay for the Order.

5.2. Opening a Personal Account. When placing their first order, the Customer must open an account. To open an account in their name, the Customer agrees to provide the requested information and warrants that such information is accurate. In addition, the Customer will be required to choose a password. Each time the Customer visits the site, accesses personal data, or places an order, they must first log in using their username and password; it should be noted that the password is not used to make payments. Any Customer validly registered on the website shall be bound by any order that required the use of that Customer’s email address and personal password (subject to the rights of withdrawal and return as defined herein).

5.3. Placing an Order. The Customer is required to provide: a. all information necessary to identify the appropriate Product(s): for example, if the Customer provides their tire size, the seller agrees to list the Products corresponding to that tire size (but not to the vehicle). If the Customer provides information about their vehicle and tire size, the seller agrees to list the Products that match both the tire size and the vehicle. b. all information necessary for delivery: email address, shipping address, access code, and a phone number where they can be reached during the day.

5.4. Order Confirmation. The Customer must verify all the information entered on the order summary. If, after confirming their order, the Customer realizes that certain information needs to be changed, they may do so by contacting Customer Service via email, so that Customer Service can best accommodate their request, provided the order has not yet been shipped. The seller shall not be held liable for any data entry errors made by the Customer or for any resulting delays or delivery errors. If delivery cannot be made due to an entry error by the Customer, the Customer will be responsible for the reshipment costs. Furthermore, the Customer waives the right to make any claim based on delivery delays.

5.5. Acceptance of the Order. The Seller acknowledges receipt of the order by sending an email to the Customer and informs the Customer that the order is subject to the following conditions for acceptance: a. No errors in the order; b. No errors in the customer account; c. Full payment received; once the necessary verifications have been completed, the seller confirms the order via email. The contract is then definitively concluded on the date of order confirmation.

5.6. Delay or inability to place an order. The seller shall not be held liable for the consequences of any events beyond its control, including acts of God that may delay or prevent the placement of the online order.

6. Prices

6.1. Composition and Validity. The prices of the Products sold on the seller’s website are listed in euros, inclusive of tax, excluding shipping costs, warranty fees, and ancillary services, and remain valid as long as they appear on the product description page. Products are sold at the price in effect at the time of the order. The price indicated in the order confirmation sent by the seller is the final price. Any order may be subject to a shipping fee. Deliveries to hard-to-reach areas may be subject to specific shipping costs, of which the Customer will be informed either directly on the website at the time of ordering or before the package is shipped. The amount of the shipping charges is indicated in the order summary before payment and each time an item is added to the cart during the order process.

6.2. Price Fluctuations. Prices are subject to change, as our invoices are issued at the price in effect on the day the order is confirmed. The price of Products may increase in the event of a rise in the cost of raw materials or expenses related to production, shipping, or order logistics. The implementation of one-time promotional campaigns may result in a price fluctuation for one or more Products, for a limited period of time as indicated on the seller’s website. Such price fluctuations shall in no event entitle customers who placed their orders outside the promotional period to return their Product(s) outside the return conditions and time limits set forth in Section 8.4. The seller shall not be held liable for any fluctuations in the selling price, and any price differences will under no circumstances be refunded.

7. Billing and Payment

7.1. Invoicing. Invoices are issued within 20 days of payment. The invoice is available directly on the seller’s website in the Customer account accessible from the home page. By entering their email address and password, the Customer may print the invoice for their order.

7.2. Payment. The price is payable in full on the day the Customer places the order. All orders are payable in euros. To pay for their order, the Customer may use the payment methods available during the checkout process. The Customer represents that they have any necessary authorization to use the payment method they have chosen when submitting the order form. The Seller reserves the right to suspend or cancel any order and/or delivery, regardless of its nature or terms of fulfillment, in the event of non-payment of any amount owed by the Customer or in the event of a payment issue. Delivery of any new order may be suspended in the event of a late payment on a previous order, notwithstanding the provisions herein. The Company retains title to the delivered goods until full payment of the price has been received.

7.3. Payment Security. Bank details, which are protected by encryption, do not pass through the seller’s systems and are therefore not stored by the seller, unless the Customer wishes to save their payment method to facilitate future purchases, in which case, the data will be stored (excluding the security code) until the payment method expires or is deleted by the Customer.

8. Delivery

8.1. Delivery Location. Deliveries are made within the country selected at the time of order, to the address provided by the Customer for this purpose. Our carriers are authorized to place packages in mailboxes or deliver them in person to the location closest to the residence where the carrier can park. For very bulky items, deliveries are made under normal accessibility conditions (entry and exit) for a semi-trailer. The Customer must ensure that the road infrastructure leading to the delivery location allows for the passage of a semi-trailer. The truck must be able to easily access and maneuver in front of the delivery location. It must be able to unload from the side and drive away forward (or backward) or make a U-turn without difficulty once the delivery is complete.

8.2. Delivery Terms. Deliveries are made either by La Poste, a carrier, or a courier service. The shipping fee, payable by the customer, is detailed in the “Delivery” step of the ordering process on the website.

8.3. Delivery Times. The shipping or delivery time for the Products is explicitly stated in each Product’s description. These time estimates apply to Products available in stock, for which preparation, packaging, and handover to the carrier are completed within a maximum of 48 hours after the order is confirmed. This timeframe excludes weekends and holidays. The seller shall not be held liable for the consequences of any events beyond its control, including cases of force majeure or those attributable to the carrier, which may delay or prevent the delivery of the ordered Products. However, if the ordered Products have not been delivered within 8 weeks of the estimated delivery date, for any reason other than force majeure, the Customer may cancel their order by sending a registered letter with return receipt requested to the following address: 585 rue Actisère, 38570 Le Cheylas. The Customer will be reimbursed within 30 days of the Seller’s receipt of the registered letter.

8.4 Customer’s Obligations. The Customer agrees to provide, at the time of ordering, all information necessary for delivery to ensure its successful completion (including, in particular, an email address and a phone number where the carrier can reach the Customer during the day). The Customer agrees, on their own behalf or on behalf of the order’s recipient, to accept delivery of the goods at the address provided at the time of ordering. Upon delivery, the Customer or the recipient of the Products must be able, if requested, to provide proof of identity.

9. Right of Withdrawal:

In accordance with Article L 121-20 of the French Consumer Code, the Customer has a period of fourteen clear days from the date of receipt to return the ordered Products, at their own expense or via the Company’s service, for a refund. The Products must be returned to the seller in perfect condition for resale, in their original condition (packaging, accessories, instructions, etc.), properly sealed, and accompanied by the signed return form in accordance with the procedure indicated on the website. Use of the Company’s return service is charged at €20.80 excluding tax, or €24.96 including tax, which will be deducted from the refund. Insurance services (Polaire Care, Polaire, TotalCare, …) and rental services (Polaire 4Rent) are, by their nature, excluded from contracts subject to the right of withdrawal. Under a Polaire TradeIn contract (purchase by the Company of a used Product owned by the Customer), exercising the right of withdrawal automatically results in the cancellation of the Company’s purchase of the used Product. The Customer may request delivery of the used Product, subject to a deduction of €20.80 (excluding tax), or €24.96 (including tax), for delivery costs, from the refund for the Product subject to the right of withdrawal. The purchase price of the used product will be deducted from the refund amount issued in connection with the withdrawal. If the Customer does not wish to take advantage of the redelivery offer, the used product will remain available to them for one month at our warehouse before being destroyed.

In all cases, the Customer must submit a return request on the Seller’s website. The Customer will then be informed of all the terms and conditions governing the return, including any costs and deductions that may apply if the Product or its packaging can no longer be considered new. A used Product is under no circumstances eligible for a refund.

The Customer is responsible for the return shipping costs. The Product must be returned in strict compliance with the return conditions set forth on the website. The risks associated with returning the Product, regardless of the cause, are the responsibility of the customer. If the Product is lost by the carrier during shipment, the Customer is solely responsible and will not be eligible for a refund from the seller. If the right of return is exercised in accordance with the conditions set forth herein, the Customer will be offered, with their consent, either a credit or a refund of the purchase price, excluding the shipping costs paid by the Customer. If delivery to the Customer is impossible due to the Customer’s own actions, the Customer forfeits the portion of the shipping costs they paid. Return shipping costs are also deducted from the refund for the item. If the Customer wishes to have the item redelivered, they must pay the shipping costs in advance. The only instance in which the shipping costs for returning a Product are reimbursed to the Customer is when the return results from an error on the part of the seller or the replacement of an unavailable item. If the Customer chooses a refund, the company will refund the Customer within 30 days of receiving the returned Product. If this deadline is exceeded for reasons beyond the seller’s control, the seller cannot be held liable by the Customer. If the Customer is reimbursed via bank credit, the speed with which the bank account is credited depends on the type of bank card the Customer holds: in the case of an immediate-debit card, the checking account is credited within 3 to 8 days, depending on the bank; in the case of a deferred-debit card, the credit will appear at the end of the month on the credit account rather than the checking account. If this refund takes longer, the Customer must contact their bank directly. If the returned Product does not reach the seller within the timeframe and under the conditions set forth in this article, the Customer will not be eligible for a refund or credit. In this case, if the Customer wishes to use the Product again, they must submit a request via email to the Company, which will then ship the Product as soon as possible. The reshipment costs will be the Customer’s responsibility and must be paid in advance by credit card.

10. Retention of Title:

The seller retains full and complete ownership of the Products sold until full payment has been received, including the principal amount, fees, and taxes.

11. Warranty

11.1. Warranty against hidden defects. The seller warrants the purchaser against hidden defects in accordance with the provisions of Article 1641 et seq. of the Civil Code.

11.2. Manufacturer’s or statutory warranty and contractual or agreed-upon warranty. The manufacturer’s warranty applies in accordance with the terms set forth by the manufacturer. The buyer may only benefit from the warranty if they notify the seller by certified mail with return receipt requested within 8 days of discovering the defect, and any repairs performed by the Seller under this warranty shall in no event extend the warranty period. The warranty may be invoked only after the Company has verified the existence of the defect or nonconformity giving rise to the warranty claim. The warranty may not be invoked without the Company’s prior written consent.

The warranty is limited to the repair or replacement of the defective merchandise, excluding any related damages, interest, or miscellaneous costs

Generally, and at the Company’s discretion, the Product will be repaired, or a pro-rata reduction based on the remaining warranty period will be applied when issuing a credit or refund. No commercial warranty is granted.

Warranty Claim Not Valid: If the Product is repairable, we will prepare a repair estimate, which must be returned, signed, and dated by the claimant. Repairs will be performed only after the estimate has been accepted and paid. This estimate will include the replacement of damaged parts, labor, and the costs of repackaging and reshipping the Product. If the Product is not repairable, an exchange offer may be made at your request. If the Customer does not wish to accept the repair or exchange offer, the damaged Product will remain available to them for one month at our warehouse before being destroyed.

11.3. Warranty Exclusions. The warranty does not cover any damage resulting from force majeure, normal wear and tear, improper use, or any damage caused by accidents, negligence, repairs performed by the Customer or a third party, or resulting from storage conditions incompatible with the nature of the Products, or if the operating instructions set forth in the user and installation manual have not been followed. To be admissible, any claim regarding a Product’s non-conformity must be made in writing and submitted within 8 days of the date of purchase. The warranty does not apply if the user manual provided with each Product has not been strictly followed.

12. Warranty of Conformity:

The seller shall be bound by the warranty of conformity under the circumstances and conditions set forth in Articles L 211-1 et seq. of the Consumer Code.

Liability for Defective Products: The seller shall be liable for defective products in accordance with the provisions of Articles 1386-1 et seq. of the Civil Code.

13. Liability:

The Company shall be released from its obligations in the event of any occurrence beyond its control that prevents or delays the delivery of the Products, which shall be deemed, for contractual purposes, to constitute force majeure and weather-related events. This shall apply, in particular, to events occurring at the Company or its subcontractors, such as: work stoppages, strikes, epidemics, embargoes, accidents, interruptions or delays in transportation, inability to obtain supplies, defects in raw materials, significant changes in the political situation in the Customer’s country, or any other event beyond the Company’s control resulting in partial or total work stoppages at the Company or at its own suppliers. The Company shall not be subject to any penalties in the event of a force majeure event. The use of the goods supplied is the sole responsibility of the Customer. Our technical application advice, whether oral or written, is provided for informational purposes only, is non-binding, and does not relieve the Customer of the obligation to verify for itself that the Products are suitable for the intended purposes. Under no circumstances shall the Company be liable for indirect and/or consequential damages, whether or not arising directly from the performance of its obligations under the contract, such as—without this list being exhaustive—loss of revenue, loss of profits, operating losses, any business disruptions whatsoever; the Customer and its insurer hereby waive any right of recourse against the Company and its insurers in this regard. The Company’s total and aggregate liability shall not exceed, in any event, the total amount received by the Company under the order or contract in question.

14. Data Protection

Pursuant to Law No. 78-17 of January 6, 1978, it is hereby noted that the personal data requested from the Customer is necessary for processing the order and is intended for internal use by the seller. The Customer therefore has the right to access, modify, correct, and object to the information concerning them, under the conditions provided for by applicable laws and regulations.

15. Dispute Resolution

15.1. Governing Law. The relationship with the Customer is governed by French law. All provisions contained in these Terms and Conditions, as well as all purchase and sale transactions referred to herein, shall be subject to French law. In the event that these Terms are translated into a foreign language, only the text written in French shall be considered the authentic version.

15.2. Conciliation Procedure. In the event of a dispute, the parties agree to attempt conciliation prior to any legal action. To this end, the claimant must notify the other party of the details of the dispute by certified letter with acknowledgment of receipt. The conciliation period shall last for one month, beginning on the date of receipt of said letter. At the end of this period, the parties shall be deemed to have failed to reach a settlement, unless evidence to the contrary is provided. During the conciliation period, the parties shall refrain from bringing any legal action against one another under the terms of this agreement, unless statutes of limitations, deadlines for appeals, or other time limits expire during this period. However, as an exception, even during the conciliation period, the parties may seek injunctive relief in court pursuant to Article 145 of the New Code of Civil Procedure.

15.3. Competent Jurisdiction. In the absence of a settlement within the prescribed time limit, all disputes to which this contract may give rise—including those concerning its validity, interpretation, performance, termination, and their consequences and effects—shall be submitted to the competent French courts under the conditions of general law.

15.4 – Assignment of Jurisdiction: By express agreement, exclusive jurisdiction for all disputes that may arise between the parties in connection with their commercial relations arising from the General Terms and Conditions of Sale is assigned to the competent courts within the jurisdiction of the Company’s registered office, regardless of the place of delivery, the accepted method of payment, and even in the event of third-party claims or multiple defendants, and regardless of the procedural terms of the action brought.

16. Invalidity

If one or more provisions of these GTC are deemed invalid or declared null and void pursuant to a law, regulation, or as a result of a final decision by a competent court, the remaining provisions shall remain in full force and effect.

17. Waiver

The failure of either party to assert a breach by the other party of any obligation arising from these Terms and Conditions shall not be construed in the future as a waiver of the obligation in question.

18. Effective Date

These Terms and Conditions supersede and replace all prior terms and conditions that may appear in the Company’s documents or have been agreed upon by any other means.

19. Unique REP Identifier:

FR211959_01GXBD