KARVER ACQUIRES ALPHALOCK AND ACCELERATES THE DEVELOPMENT OF ERIC HALL'S INNOVATIONS

: 1. Article one: Contract formation 1.1 Conflict between general terms and conditions of sale and general terms and conditions of purchase: The present general conditions of sale define the terms of execution and the conditions of sale between KARVER and its customers. To place an order implies a full and complete adhesion to the general conditions of sale described below. Sales are always made by mutual agreement between the parties as set forth below. These provisions cannot be modified by contrary stipulations contained in the general conditions of purchase of the customer or any other document without written agreement of the parts. 1.2. Consent: 1.2.1. Offer: Karver products’ offers accomplished by quotations can only be valid if they have been accepted in the indicated delay. All offer made by Karver will only become irrevocable after written confirmation by Karver to the client’s purchase order. 1.2.2. Acceptance: this can be done according to the forms and uses in force in commercial matters and in particular by mail, fax, telephone, internet or e-mail. 1.3. Cancellation: any request for cancellation of an order for any reason whatsoever may be examined only by payment of a cancellation indemnity set at fifteen percent (15%) of the net price excluding tax of the order. For custom orders, deposits will not be refunded. 2. Article two: Sold goods KARVER reserves the right to apply at any time any modification that it deems useful to its products without prior notice 3. Article three: Settlement terms 3.1. Terms of payment: The invoices are payable at the headquarters of KARVER Honfleur by credit card or wire transfer. 3.2. Payment period: 3.2.1. Principle of the will of the parties: The payment periods can be set freely by the parties but cannot exceed 60 days. 3.2.2. 30-day payment: The payment of KARVER products by customers who already have an account with KARVER is made on the thirtieth day following the date of receipt of the goods (Article L.144-6 of the French Commercial Code). 3.2.3. Special deadlines: Payment for Karver products ordered by new customers or customers who do not have an account with KARVER will be made in full payment before shipping. 3.3. Late payment penalties: 3.3.1. Methods of calculation: The sums not paid at the due date will result in the payment of monthly indemnities equal to 5 times the legal interest rate on the amount of the sum due, the payment of the totality of the remaining will stay due and deliveries will be suspended. In addition, a lump sum compensation for recovery costs of 40 euros is applied in accordance with Decree No. 2012-1115 of 2 October 2012 for any late payment over 10 days. 3.3.2. Late payment penalties are applied if the sums due are paid after the payment date shown on the invoice. Penalties are due without any reminder being necessary. They run automatically on the day following the date of payment on the invoice, or failing this, on the thirty-first day following the date of receipt of the goods. 3.4. Discount for upfront payments: There would be no additional discount for payment granted before shipping. 3.5. In the event of cessation of payment, bankruptcy filing, settlement or declaratory judgment against the client, the latter shall notify KARVER without delay so that an identification and an inventory of Karver products sold but not yet fully paid and cashed can be established and that the ownership clause can potentially be established. 3.6. In case of unpaid of all or part of a term, KARVER, without losing any of its rights may require the return of all products corresponding to orders not yet paid. 3.7. Karver may claim in the hands of the sub-purchasers the price or part of the price of products sold by Karver to the customer which have not been fully paid or cashed. In this case the customer agrees to provide any relevant information regarding to the sub-purchasers. 4. Article four: Price schedules, discounts and rebates 4.1. Prices: prices are “ex works”, packaging included, at the rate in force at the time of the order. Karver reserves the right to modify its rates according to currency fluctuations, raw materials or cost price. 5. Article five: Orders 5.1. The general conditions of sale apply to all sales, by signing the order, the customer accepts unconditionally the conditions of sale and waives any application of its General Conditions of Purchase. 5.2. Our orders are final from the moment they are confirmed in writing. Any modification can be taken into account only if it arrives in writing before the shipment of the products. In case of order modification our deadlines can be postponed. Similarly, if our buyer does not accept the change, the down payments will not be returned. 5.3. In case of late payment KARVER may suspend all outstanding orders without prejudice or any other actions. 6. Article six: Jurisdiction For all disputes relating to sales made by Karver and the application or interpretation of these Terms and Conditions of Sale, only the Commercial Court of Lisieux (France, 14) will be competent. 7. Article seven: Force Majeure KARVER is not liable in the event of fire, flood, interruption of supply of energy, raw materials or spare parts, as well as total or partial strikes of any kind impeding the smooth running of the company, such as transport strikes, postal services … The occurrence of a case of force majeure has the effect of suspending the execution of the contractual obligations of KARVER. 8. Article eight: OWNERSHIP RESERVE CLAUSE : 8.1. KARVER expressly reserves the ownership of the KARVER products delivered and designated in the sales contract until full payment of their price in principal and interest. 8.2. The goods will remain the property of KARVER until full payment of their price, but the buyer is responsible for them as soon as they are physically delivered, the transfer of possession entails the transfer of the risks as well. Signing this document, the buyer undertakes to subscribe an insurance contract guaranteeing the risk of loss, theft or destruction of the goods. 8.3. The transfer to the buyer, the disadvantages, the risks of loss or the deterioration of the products are subject to the retention of title. In case of application of the reserve of the property after the partial payment, the installments paid will be our property in counterpart of the depreciation undergone by the products. 9. Article nine: Delivery, receipt, returns 9.1. Receipt of products 9.1.1. KARVER deliveries are made by private carriers mandated by Karver at the expense of our customers. In the case of a carrier mandated by our customer, the goods will be transported at the expense and risk of it. 9.1.2. In case of apparent defect or failure the customer will have to make findings and reservations with his postal services on the transport receipt. 9.1.3. Deliveries can only be made if KARVER’s clients are up to date with their obligations. 9.1.4. Lateness cannot entail a cancellation of an order or any claim for damages. 9.1.5. All claims regarding apparent defective and non-conformity of products must be received within 8 days of delivery of the products. The client must then provide all the justifications on the reality of the defect and leave to KARVER any possibility to note the defect itself and to remedy it. 9.2. Delivery times Delivery times are given for information only and without guarantee. A delay does not entitle the buyer to cancel the sale, to refuse the goods or to receive damages. 9.3. Returns No return of Karver products can be made by the customer without the express written consent of KARVER. Returning costs will be borne by KARVER only in the event that an apparent defect is actually noted by the latter. Unless prior authorization, only the carrier chosen by KARVER is authorized to return the products concerned. 10. Article ten: The lack of conformity of the goods 10.1. The goods travel at the risk of the customer to whom it belongs to check the good condition at the time of delivery. This verification must relate to the quality, quantities and references of the goods and their conformity with the order. No claim will be taken into account after a period of fifteen days from the day of delivery. 10.2. Goods with a recognized defect of conformity, reported within 8 days, is subject to replacement or restoration, to the exclusion of any compensation, for any reason whatsoever. 11. Article eleven: Warranty Karver products are warranted for pre-sale defects making our material unsuitable for the intended use or which reduce such use so much that the buyer would not have acquired it or will not would have given a lower price if he had known them, in accordance with the provisions of articles 1641 and following of the civil code. The customer can only benefit from the guarantee if he notifies KARVER by registered letter as soon as possible. 11.1. Contractual Warranty: Karver products are warranted against defects in material or confection for a period of one (1) year from the date of delivery to the Professional Customers and two (2) years to the Private Customers from the date of sale. Under this warranty, the only obligation incumbent upon KARVER will be the free replacement or repair of the product or item found to be defective by its services to the exclusion of any other indemnity or damage and interest, the possible shipping costs being the responsibility of the customer. Defects and deteriorations caused by natural wear and tear, by an external event (product not adapted to real loads, assembly not conforming to the technical instructions of KARVER, defective maintenance, abnormal use or in competition …) or by a modification of the product not specified or specified by KARVER are excluded from the warranty. In the same way the guarantee will not play for the visible defects. 11.2. Legal guarantee: Under the guarantee of hidden defects, KARVER will only have to replace without charge the defective products excluding the repair of any other damage, shipping costs will be paid by the customer. 12. Article twelve: Use of the products Our buyers declare to have all the technical competences, to have taken note of our documentation to have been perfectly informed on the use, the handling, the dangers of the products and in case of doubts to appeal to one of our technicians. No other warranty than those contained in our documentation will be able to be declared to the customers. 13. Article thirteen: Custom, customized products: For professionals, our custom products are designed with their technical teams and meet the specific instructions that are communicated to them by them. Therefore, they are excluded from any warranty and their sale is made at the risk of the buyer who cannot, in particular, invoke a hidden defect. 14. Article fourteen : Spare parts: The duration of availability of our spare parts is at least 3 years from the date of purchase by the private customer. This indication is included in our user manuals.