General Terms and Conditions of Sale

ROCEAN SAS, a simplified joint-stock company (société par actions simplifiée) with share capital of €6,000, registered office at 5 rue Fénelon, 33000 Bordeaux, France, registered with the Bordeaux Trade and Companies Registry under number 924 886 211, represented by its President Mr. Antoine Richer (hereinafter "ROCEAN" or the "Seller").

These General Terms and Conditions of Sale (hereinafter "T&Cs") apply to all sales of ROCEAN products, whether concluded with a professional client (B2B) or an individual consumer (B2C), via accepted quotation. No direct online purchase is available on www.rocean.fr.

Placing an order implies full and unconditional acceptance of these T&Cs. In the event of conflict between these T&Cs and any specific conditions set out in the quotation, the quotation's specific conditions prevail.

These T&Cs are available at www.rocean.fr and provided upon request.

• "Client": any buyer, professional or individual, who has placed an order with ROCEAN.
• "Professional Client": any legal entity or natural person acting within the scope of their commercial, industrial, craft, liberal or agricultural activity.
• "Consumer": any natural person acting for purposes outside the scope of their professional activity.
• "Products": cold plunge baths, contrast tubs, thermal systems and accessories manufactured and/or sold by ROCEAN.
• "Confirmed Date": the collection or shipping date set upon final approval of the execution drawings.

Prices are stated in euros. For sales delivered within mainland France and the European Union, prices are inclusive of all taxes (VAT included). For any delivery outside the European Union or to the French overseas territories (DOM-TOM), the price is calculated exclusive of tax: the Client is then the importer of the Products and bears alone all customs duties, local taxes, import duties or state taxes that may be due, both in terms of declaration and payment to the competent authorities of their country. These duties and taxes are not ROCEAN's responsibility.

ROCEAN reserves the right to amend its prices at any time; Products are invoiced on the basis of the rate in force at the time the order is validated.

Production is launched upon simultaneous receipt of:

1. the signed order confirmation;
2. the deposit amount specified in the quotation.

Payment terms are specified in the quotation. Goods remain the exclusive property of ROCEAN until full payment of the price (retention of title clause).

Order cancellation — Any validated order constitutes a firm commitment by the Client. Upon order validation, ROCEAN incurs procurement costs (components, materials, technical studies) and reserves production capacity. Consequently, if the Client cancels after order validation, the deposit paid remains fully acquired by ROCEAN as fixed compensation for costs incurred, without prejudice to any additional damages should the costs actually incurred exceed the deposit amount. This clause does not apply to the valid exercise of the right of withdrawal provided for in Article 15.

Any late payment automatically triggers, without prior notice, the application of late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points (article L.441-10 of the French Commercial Code), as well as a flat-rate debt recovery fee of €40 applicable to professional clients pursuant to article D.441-5 of the French Commercial Code.

Quotations are valid for 30 days from their date of issue. After this period, ROCEAN reserves the right to cancel them in the absence of a signed confirmation and received deposit.

Execution drawings are delivered within 30 business days of order validation. They include:

• dimensional plans;
• technical reservations;
• integration instructions;
• connection points (electrical, plumbing, structural);
• cut files if required.

It is the Client's responsibility to distribute these drawings to all contractors involved on site.

Applicable only to orders for which execution drawings have been established (see Art. 06).

The Client has 20 business days to approve the submitted drawings. Two rounds of modifications are included at no charge. Any further modification is invoiced at 2% of the total order value (excl. VAT) per new set of drawings, payable before the project resumes.

This article applies to orders for which execution drawings have been established or for which on-site installation is planned (see Art. 06).

The Client, or their designated architect/project manager, is solely responsible for site coordination and for ensuring that all contractors comply with the drawings. ROCEAN assumes no role in project management, site supervision, or coordination between contractors.

Any non-compliance, execution error, omission or misinterpretation of the drawings by the Client or their subcontractors:

• is the sole responsibility of the Client;
• may result in additional costs (travel, adaptation, standby, rescheduling);
• may justify ROCEAN's refusal to intervene, without penalty to ROCEAN.

ROCEAN cannot be held liable for any defect, leak or malfunction resulting from underground or concealed installations carried out by the Client or third parties. All liability in this regard falls exclusively on the Client.

Applicable only to orders involving on-site preparation works — reservations, plumbing, electrical, structural connections (see Art. 06).

The Client guarantees, prior to any ROCEAN intervention:

• that reservations, networks and connections comply with the approved drawings;
• that the support structure is stable, level and suited to the load;
• that site access is adequate, safe and unobstructed;
• that all third-party contractors have complied with the technical requirements.

In the event of a non-compliant site at the time of intervention, ROCEAN may refuse to intervene, postpone the installation, and invoice travel, standby or waiting costs incurred.

Applicable only to orders for which execution drawings have been established and third-party preparatory works have been carried out (see Art. 06).

If works carried out by third-party companies do not comply with the approved drawings (dimensions, reservations, technical routes, networks) or involve underground or concealed installations:

1. any corrective work, rework or adaptation will be invoiced to the Client;
2. ROCEAN disclaims all liability for the consequences of such non-compliance, including any leak or damage related to pipes laid under the slab by third parties;
3. execution drawings do not replace verification by the relevant contractor; any discrepancy must be raised before works commence;
4. no prior on-site validation by ROCEAN is required;
5. installation may be refused until the site is brought into compliance;
6. the Client and their subcontractors remain solely responsible for execution, regardless of the drawings provided.

Products are available a minimum of 50 business days after final approval of the drawings. The Confirmed collection or shipping date is set upon this final validation.

Any date adjustment is only possible before production has commenced. Any postponement exceeding 6 months may result in a price revision capped at +6% of the original amount.

If the Client is unable to take delivery on the Confirmed Date:

• 1st month: storage free of charge;
• from the 2nd month onwards: €250 excl. VAT per month per unit.

Storage fees are payable before any delivery. The balance invoice may be issued as soon as the products are ready, even if delivery is postponed at the Client's request.

Composite material products may have dimensional variations of ±1 mm, considered normal and not constituting a defect within the meaning of the warranty.

Unless expressly stated otherwise in the quotation, standard delivery consists of depositing the product at the threshold of the address indicated by the Client (ground floor, direct access). It does not include carrying inside the premises, placement, unpacking or installation. Any extended delivery service (porterage, placement, unpacking) must be expressly ordered and is invoiced separately.

ROCEAN is responsible for the goods until delivery to the agreed address. Once delivered and placed at the Client's premises or site, all risks transfer fully to the Client, including for any damage, loss or deterioration.

In the event of late delivery, the consumer Client has the right to terminate the contract under the conditions set out in article L.216-2 of the French Consumer Code, after having instructed ROCEAN to deliver within a reasonable additional period that has remained unfulfilled. Reimbursement then takes place in accordance with article L.216-3 of the French Consumer Code. ROCEAN cannot be held liable for a delay attributable solely to the Client's unavailability after several proposed delivery appointments.

ROCEAN's responsibility resumes only during the installation phase, provided the goods have not sustained any damage since delivery and the site complies with technical specifications.

ROCEAN disclaims all liability for any damage occurring after delivery and before installation, or resulting from handling, storage or intervention by the Client or third parties.

The Client must notify the carrier and ROCEAN of any reservations regarding the delivered goods (damaged or opened package, etc.) upon receipt. Installation may be refused or carried out under reservation if the goods are found to be damaged prior to the commencement of works.

The warranty conditions applicable to ROCEAN products are set out in the ROCEAN Warranty Terms document, available at www.rocean.fr and appended to the quotation.

For individual consumers, the contractual warranty applies without prejudice to their statutory rights under the legal guarantee of conformity (articles L.217-4 et seq. of the French Consumer Code) and the guarantee against hidden defects (articles 1641 et seq. of the French Civil Code).

The Products comply with French legislation in force. ROCEAN cannot be held liable for non-compliance with the legislation of the destination country where the Product is delivered or used. It is the Client's responsibility to verify with local authorities the conditions for importing and using the ordered Product.

ROCEAN cannot be held liable for:

• delays attributable to the Client or other contractors on site;
• additional costs resulting from errors made by third parties;
• any contractual penalties or loss of business suffered by the Client.

For professional clients, ROCEAN's liability is in all circumstances capped at the excl. VAT value of the order in question. This cap does not apply to consumer clients, to personal injury, or to cases of gross negligence or wilful misconduct.

In the event of force majeure (natural disaster, supply chain disruption, armed conflict, epidemic, government decision or any other unforeseeable and irresistible event), deadlines are automatically suspended, without compensation of any kind.

Trademarks, designs, execution drawings, know-how and all technical documentation produced by ROCEAN remain the exclusive intellectual property of ROCEAN SAS. They may not be reproduced, transmitted or used for any purpose other than the installation of the ordered product, without prior written authorisation from ROCEAN.

If any provision of these T&Cs is declared null or unenforceable by a competent court, all other provisions remain fully in force.

These T&Cs are governed by French law. In the event of a dispute, the parties will endeavour to find an amicable solution before initiating legal proceedings. Failing amicable resolution, the Courts of Bordeaux (Gironde, France) shall have sole jurisdiction, including in cases involving multiple defendants or third-party proceedings.

Complaints — Any complaint must be sent in writing to info@rocean.fr. ROCEAN endeavours to respond as promptly as possible.

Consumer mediation — In accordance with articles L.612-1 et seq. of the French Consumer Code, any consumer Client has the right to use a consumer mediator free of charge for the amicable resolution of a dispute with ROCEAN, after first submitting a written complaint that has remained unresolved. The consumer mediator appointed by ROCEAN is: CM2C — Centre de la Médiation de la Consommation de Conciliateurs de Justice, 49 rue de Ponthieu, 75008 Paris, France — www.cm2c.net.

For individual consumers residing in a European Union member state, the mandatory consumer protection provisions applicable in the consumer's country of residence remain applicable notwithstanding this clause.

ROCEAN reserves the right to amend these T&Cs at any time. The version applicable is the one in force on the date the Client signs the quotation.

For any questions relating to these T&Cs:

To be completed and returned only if you wish to withdraw from your order, under the conditions and limits set out in Article 15. To be sent to: ROCEAN SAS, 5 rue Fénelon, 33000 Bordeaux, France — or by email to info@rocean.fr.