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GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION

BATS GROUP

SAS with a capital of €30,000

Head office: 4193 Route Nationale 7 – 13380 Mallemort

SIREN: 100 567 205

Version of 29 August 2026

ARTICLE 1 – OBJECT AND SCOPE

These General Terms and Conditions of Sale and Service Provision, hereinafter referred to as the "GTC", govern all commercial relationships between the company BATS GROUP, hereinafter "BATS GROUP", and its professional clients, hereinafter the "Client".

They apply in particular to:

  • the sale of goods, including textiles, clothing, shoes, accessories, materials from sorting, reused products, materials intended for recycling or recovery, and, more generally, all products marketed by BATS GROUP;

  • the services of sorting, handling, packaging, control, selection or recovery;

  • the services of consulting, auditing, support, training or assistance;

  • the IT, technical, administrative or project management services;

  • as well as any other service offered by BATS GROUP.

A single order may include both the supply of goods and the provision of services.

In this case, the specific provisions for sales apply to the goods concerned and those relating to the services apply to the services concerned. The common provisions apply to the entire contractual relationship.

These general terms and conditions are exclusively intended for relationships between professionals.

ARTICLE 2 – ACCEPTANCE AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS

Any order, signing of a quote, acceptance of a commercial offer or commencement of the execution of a service implies the unconditional acceptance of these general terms and conditions by the Client as soon as they have been communicated to or made accessible to them.

The Client's possible general purchasing conditions cannot prevail over these general terms and conditions unless expressly and in writing accepted by BATS GROUP.

Particular conditions may be provided in a quote, a commercial offer, a purchase order, a contract or any other document accepted between the parties.

In case of contradiction, the expressly accepted particular conditions prevail over these general terms and conditions.

ARTICLE 3 – QUOTES, OFFERS AND ORDERS

Unless otherwise stated, the quotes and commercial offers from BATS GROUP are valid for a period of thirty (30) days from their date of issue.

The order becomes firm after acceptance of the quote or offer by the Client or written confirmation of the order by BATS GROUP.

BATS GROUP may condition the acceptance or execution of an order on the payment of a deposit.

Any modification requested after validation of the order may result in a change in price, deadline or execution conditions.

BATS GROUP remains free to refuse an order, particularly in the case of prior non-payment, financial risk, unavailability of goods or the means necessary for its execution.

ARTICLE 4 – PRICES

Prices are expressed in euros excluding taxes, unless otherwise stated.

VAT and all other applicable taxes are charged in addition according to the regulations in force.

The applicable prices are those stated in the quote, the commercial offer, the purchase order or the order confirmation.

Unless otherwise stated, transport, delivery, travel, accommodation, meals, customs, transit, exceptional handling or other ancillary costs are not included in the announced prices.

No discount, rebate or refund is granted to the Client unless agreed in writing by BATS GROUP.

SPECIFIC PROVISIONS FOR THE SALE OF GOODS

ARTICLE 5 – CHARACTERISTICS OF THE GOODS

The goods are sold in accordance with the characteristics defined in the commercial offer, the quote or the order.

Given the nature of certain activities of BATS GROUP, the Client acknowledges that the goods may consist of second-hand products, resulting from sorting, reuse or lots that naturally present variations.

Photographs, samples, descriptions, product lists, percentages or compositions provided may have indicative value when it comes to mixed lots or products resulting from sorting.

Unless otherwise agreed in writing by BATS GROUP, a perfectly identical or homogeneous composition between different lots cannot be guaranteed.

The professional Client is deemed to know the characteristics of the goods they order and their intended use.

ARTICLE 6 – QUANTITIES AND WEIGHTS

The goods may be marketed by the piece, by the package, by the bag, by the bale, by the pallet, by the kilogram, by the tonne, by the container or according to any other unit agreed between the parties.

When the sale is made by weight, the weight determined by the weighing methods used by BATS GROUP or by any weighing device agreed upon by the parties constitutes the billing reference, unless a manifest error is demonstrated.

Reasonable variations inherent to packaging, storage, transport, humidity or the nature of the goods do not in themselves constitute a non-conformity.

ARTICLE 7 – AVAILABILITY

Offers of goods are valid within the limits of available stock.

When products come from collection or sorting operations, their availability, composition and quantity may vary.

BATS GROUP does not guarantee any future availability unless specifically stated in a written commitment.

ARTICLE 8 – DELIVERY AND COLLECTION

The terms of delivery or collection are defined in the order.

The communicated deadlines are indicative unless expressly stated in a firm written commitment.

A reasonable delay cannot automatically lead to the cancellation of the order, refusal of the goods or payment of compensation.

When the Client arranges the collection or transport themselves, it is their responsibility to provide a suitable vehicle at the agreed place and time.

Waiting times or additional costs resulting from a delay, an unsuitable vehicle or an inability to load attributable to the Client may be charged to them.

ARTICLE 9 – TRANSPORT AND TRANSFER OF RISKS

The transport conditions and transfer of risks are those provided for in the order.

For international operations, the applicable Incoterm and its version are specified, where applicable, in the offer or order.

When transport is organised by the Client, the risks related to the goods are transferred to them in accordance with the contractually agreed conditions from the moment of their collection.

The Client must make all necessary reservations with the carrier in case of loss, damage or injury observed during transport.

ARTICLE 10 – CONTROL AND CLAIMS

The Client is required to check the goods upon their receipt or availability.

Any claim regarding an apparent non-conformity, a missing quantity or product must be addressed to BATS GROUP in writing, accompanied by the necessary supporting documents, within a maximum period of five (5) working days following receipt.

The Client must provide, where relevant, photographs, batch references, weights, quantities and any information allowing BATS GROUP to analyse the claim.

No return of goods may be made without the prior written consent of BATS GROUP.

ARTICLE 11 – RETENTION OF TITLE

BATS GROUP retains ownership of the goods sold until full payment of the price, including principal and accessories.

The Client agrees to keep the relevant goods in a manner that allows for their identification until full payment.

Failure to pay may result in BATS GROUP reclaiming the goods under the conditions provided by the applicable regulations.

The transfer of risks may occur independently of the transfer of ownership according to the conditions set out in Article 9.

SPECIFIC PROVISIONS FOR SERVICE PROVISION

ARTICLE 12 – NATURE OF SERVICES

BATS GROUP may notably provide consulting, auditing, assistance, training, IT, development, project management, operational support, sorting, selection, handling, control, packaging or any other service agreed with the Client.

The exact content, objectives and, where applicable, deliverables are defined in the quote or specific conditions.

BATS GROUP is bound by an obligation of means unless otherwise stated in writing.

ARTICLE 13 – INVOICING OF SERVICES

Services may be invoiced at a fixed rate, daily, hourly, per unit or according to any other method specified in the quote.

When the service is billed based on time spent, the applicable hourly or daily rate is that specified in the quote or specific conditions.

Any potential time counting rules, including a minimum billable duration or billing for any hour started, are specified in the quote or specific conditions.

The following may constitute billable service time when necessary for the mission:

  • technical interventions;

  • analyses and research;

  • meetings and video conferences;

  • telephone calls;

  • exchanges with the Client or their partners;

  • drafting and reports;

  • configuration operations;

  • travel when this is provided for in the quote ;

  • and more generally any intervention carried out at the request of the Client or necessary for the execution of the mission.

ARTICLE 14 – TIME TRACKING

When services are billed based on time spent, their tracking can be carried out using the online management and tracking tool used by BATS GROUP.

The records entered in this tool form the basis of the billing.

When BATS GROUP provides the Client with access to this tracking, the Client can consult the recorded interventions and time.

Any dispute regarding a time record must be made in writing and with justification within five (5) working days following its communication or availability.

ARTICLE 15 – CLIENT OBLIGATIONS

The Client agrees to actively collaborate with BATS GROUP and to provide it in a timely manner with all necessary elements for the execution of the mission.

Depending on the nature of the service, the Client must in particular provide :

  • the necessary information ;

  • the useful documents and data ;

  • the necessary materials ;

  • the software licenses ;

  • the user accounts ;

  • the identifiers and access rights ;

  • the VPN access, servers or IT environments ;

  • the access to business tools ;

  • the technical and functional documentation ;

  • the necessary authorisations ;

  • the contact details and availability of the relevant interlocutors.

Unless otherwise stated in the quote, it is the Client's responsibility to provide the specific materials, licenses, and subscriptions necessary for their environment.

BATS GROUP shall not be held responsible for any delay or inability to perform resulting from the absence, delay, or malfunction of an element to be provided by the Client.

The time spent identifying or resolving a problem arising from the Client's materials, access, software, data, or environments constitutes service time when it falls within the scope of BATS GROUP's intervention.

ARTICLE 16 – AVAILABILITY AND PLANNING

Services are provided according to the availability of BATS GROUP and within the limits possibly set out in the quote.

Unless a specific contract is in place, no service entails an obligation of on-call availability, permanent availability, or guaranteed response time.

The communicated response times are indicative unless otherwise stated in writing.

The Client communicates to BATS GROUP the priorities they wish to have addressed.

ARTICLE 17 – MODIFICATION OF THE SCOPE

Any request exceeding the initially agreed scope may be subject to additional billing or a new quote.

BATS GROUP will inform the Client when the request involves a substantial modification of the scope, cost, or initially planned timeframe.

ARTICLE 18 – CANCELLATION OF AN INTERVENTION

When an intervention has been expressly scheduled and involves a BATS GROUP participant, any late cancellation may be charged if this condition is provided for in the quote or if costs have already been incurred.

The non-refundable costs incurred on behalf of the Client remain due.

ARTICLE 19 – BACKUPS AND IT ENVIRONMENTS

When BATS GROUP intervenes on a computer system, software, database or environment belonging to the Client, the Client remains responsible for their data and its backup.

The Client must ensure that a recent, complete and usable backup exists before any intervention that may affect their data or production environment.

BATS GROUP cannot be held responsible for data loss resulting from the absence or inadequacy of backups that are the Client's responsibility, except in cases of direct fault attributable to BATS GROUP.

COMMON PROVISIONS

ARTICLE 20 – COSTS

Travel, transport, toll, parking, accommodation, catering, shipping or other costs specifically incurred for the execution of a mission may be charged to the Client when they are provided for in the quote, accepted by the Client or necessary for an intervention requested by them.

The terms of re-invoicing may be specified in the special conditions.

ARTICLE 21 – INVOICING

Invoices are issued according to the terms provided in the quote or order.

Recurring services or those carried out on a time-spent basis may in particular be subject to periodic invoicing.

Goods may be invoiced upon order, before shipping, upon their availability or according to the agreed special conditions.

ARTICLE 22 – PAYMENT TERMS

Unless otherwise specified in the quote, order or invoice, BATS GROUP invoices are payable within 30 days from the invoice date.

BATS GROUP may require a deposit or cash payment, particularly for a first order, specific manufacturing or preparation, a large order, an export operation, or when the Client's financial situation justifies it.

No discount is granted for early payment unless otherwise agreed in writing.

ARTICLE 23 – LATE PAYMENT

Any late payment will automatically incur, without prior notice, late payment penalties calculated on the amounts still due.

The applicable rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, and cannot be less than the applicable legal minimum.

Any professional in a late payment situation is also liable for the legal flat-rate compensation for recovery costs of 40 euros per unpaid invoice.

When the actual recovery costs incurred exceed this compensation, BATS GROUP may request additional compensation upon justification.

ARTICLE 24 – SUSPENSION OF ORDERS AND SERVICES

In the event of late payment, BATS GROUP may suspend the execution of ongoing orders, deliveries or services until the situation is regularised, after informing the Client when circumstances permit.

This suspension shall not be considered as a failure to perform attributable to BATS GROUP.

BATS GROUP may also make any new order subject to the prior payment of the amounts due.

ARTICLE 25 – INTELLECTUAL PROPERTY

The methods, tools, models, libraries, know-how, processes, generic documents, software, codes, components or pre-existing elements belonging to BATS GROUP remain its exclusive property.

The terms of transfer or use of the deliverables specifically created for the Client may be specified in the quote or a specific contract.

Unless otherwise agreed, no intellectual property rights are transferred before the full payment of the amounts due for the relevant work.

ARTICLE 26 – CONFIDENTIALITY

Each party agrees to keep confidential the commercial, technical, financial or strategic information received from the other party in the context of their business relationship.

This obligation does not apply to information that is already public, already legitimately known to the recipient, or whose disclosure is required by a legal provision or a competent authority.

ARTICLE 27 – PERSONAL DATA

Each party agrees to comply with the applicable regulations regarding the protection of personal data.

When BATS GROUP is required to process personal data on behalf of the Client as part of a service, the specific terms of the processing may be subject to an agreement or a dedicated annex when necessary.

ARTICLE 28 – LIABILITY

BATS GROUP is liable for direct and foreseeable damages resulting from a breach that is directly attributable to it in the performance of its obligations.

Unless otherwise provided by mandatory provisions, BATS GROUP shall not be held liable for indirect damages, including loss of earnings, loss of turnover, loss of margin, loss of clientele, loss of opportunity or indirect harm to the Client's image.

The Client remains responsible for the use they make of the goods, information, recommendations and deliverables provided.

Unless there is gross negligence, fraud or contrary mandatory legal provision, BATS GROUP's total liability under an order or service is limited to the net amount actually paid by the Client to BATS GROUP for the order or service directly causing the damage.

ARTICLE 29 – SUBCONTRACTING

BATS GROUP may entrust all or part of the execution of a service to its employees, directors, partners or subcontractors with the necessary skills, subject to applicable legal obligations.

ARTICLE 30 – FORCE MAJEURE

No party shall be held liable for a breach resulting from an event of force majeure as defined by French regulations.

The execution of the affected obligations is suspended for the duration of the force majeure event.

The parties will come together to determine the consequences of the event on ongoing orders or services.

ARTICLE 31 – TERMINATION

In the event of a serious or repeated breach by one of the parties of its contractual obligations, the other party may terminate the contract or the relevant service after a formal notice that has remained ineffective within a reasonable time, unless a situation justifying immediate cessation in accordance with the law.

The services rendered, goods delivered and expenses incurred up to the effective date of termination of the relationship remain due.

The materials, documents, access or property belonging to the other party must be returned in a reasonable manner.

ARTICLE 32 – INDEPENDENCE OF THE PARTIES

When BATS GROUP provides a service, it acts as an independent contractor.

BATS GROUP freely organises its resources, time and working methods, subject to the contractual commitments made to the Client.

No provision of these GTC shall create a relationship of subordination, a joint venture, a general mandate or an exclusive relationship between the parties.

ARTICLE 33 – ASSIGNMENT

The Client may not assign to a third party all or part of its rights or obligations arising from an order without the prior consent of BATS GROUP.

ARTICLE 34 – PARTIAL NULLITY

If any provision of these GTC is declared null, illegal or unenforceable, the other provisions shall remain applicable.

The parties shall endeavour to replace the relevant provision with a valid provision producing an economic effect as close as possible.

ARTICLE 35 – APPLICABLE LAW

These GTC and the contractual relationships between BATS GROUP and the Client are subject to French law.

ARTICLE 36 – DISPUTE RESOLUTION

The parties shall endeavour to seek an amicable solution before any legal proceedings.

In the absence of an amicable agreement, any dispute relating to the formation, interpretation, execution or termination of the contractual relationships between BATS GROUP and a professional Client shall be submitted to the materially competent jurisdictions within the jurisdiction of the registered office of BATS GROUP, including in the case of multiple defendants or third-party claims, subject to the applicable mandatory rules of jurisdiction.

BATS GROUP – General Terms and Conditions of Sale and Service – Version of 29 August 2026