General Terms and Conditions of Sale 2025

General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE 2025
Amara NZero GROUP

1. Purpose
1.1. In accordance with Article L. 441-1 of the French Commercial Code, these general terms and conditions of sale (hereinafter the “GTC”) constitute the sole basis of the commercial relationship between the parties.
1.2. The purpose of these GTC is to govern the contractual relationship between:
(i) Amara, SAU (hereinafter “Amara”) or any other company directly or indirectly controlled by it, having its registered office in Spain or in a country where no specific general terms and conditions of sale exist; and
(ii) Any professional buyer (hereinafter the “Client”) who is not an end consumer of products or services offered by Amara.
1.3. Hereinafter, Amara and the Client shall be individually referred to as a “Party” and jointly as the “Parties”.

2. Scope
2.1.These GTC shall apply to all sales and deliveries of products (hereinafter the “Products”) carried out by Amara to the Client, as well as to the related services provided by Amara to the Client (hereinafter the “Services”), unless otherwise expressly agreed in writing by the Parties.
2.2.The Client expressly confirms and guarantees to Amara that, as a buyer, it is not an end consumer and will act only within the scope of its commercial and professional activity. Amara shall hold the Client liable if the foregoing statement proves to be false.

3. General aspects
3.1. These GTC are systematically provided to any Client who requests them in order to enable them to place an order with Amara. They will be published on Amara’s website at [http://www.amaranzero.fr](hereinafter the “Website”).
3.2. Amara reserves the right to modify these GTC at any time and undertakes to inform the Client thereof. However, the GTC applicable to any Order shall be those in force at the time the Order is submitted. The new conditions available on the Website shall apply, from their publication date, only to new Orders, unless otherwise expressly agreed in writing by the Parties.
3.3. The Parties agree that any purchase of products or services made by the Client through a purchase order submitted via the Website, in accordance with clause 4.1. (ii) below (hereinafter the “Purchase Order”), must expressly include a statement indicating that the Client has read and expressly accepted these GTC. For the avoidance of doubt, the Parties agree and confirm that the electronic completion (formalization) of an online purchase order via the Website, and/or the acceptance of such purchase order by Amara electronically, including by email, i.e. by means of a simple or advanced electronic signature within the meaning of the applicable legislation, shall have the same legal effect as a handwritten signature.
3.4. The Parties agree that the acceptance of any proposal submitted by Amara (hereinafter the “Purchase Order”) must expressly include a statement confirming that the Client has read and accepted these GTC without any reservation.
These GTC shall apply, without restriction or reservation, to all sales concluded between Amara and the Clients, regardless of any clauses that may appear in the Client’s documents and in particular in its general terms and conditions of purchase. Any order of Products or Services from Amara shall imply the Client’s unconditional acceptance of these GTC and the exclusion of its own general terms and conditions of purchase.
For the avoidance of doubt, the Parties agree and confirm that the electronic signature of the Purchase Order and/or the acceptance of this Purchase Order by the Client, by means of a simple or advanced electronic signature within the meaning of the applicable legislation, shall have the same legal effect as a handwritten signature.
3.5. For the purposes of clauses 3.3 and 3.4, before submitting a Purchase Order or before accepting an Order, respectively, the Client shall be provided by Amara with access to these GTC or other applicable GTC, where appropriate, and the Parties shall consider that the regular provision of access to the GTC in electronic form shall have the same legal effect as providing a copy of the GTC in paper format.

4. Contracting
4.1. Any contract concluded between Amara and the Client concerning the Products and Services subject to a sale (hereinafter the “Contract”) shall be deemed to be formed when:
(i) the Order is accepted by the Client, either in writing or by means of a qualified electronic signature or any other electronic signature compliant with the GTC, and is followed by the signature of a document containing the commercial conditions agreed between Amara and the Client (hereinafter the “Commercial Conditions”). The Order must be accepted within a period stipulated therein. The Commercial Conditions shall be provided to the Client for signature after Amara has received the Client’s acceptance of the Order; or
(ii) the Client submits a Purchase Order to Amara for acceptance. Amara shall communicate its acceptance by email or via the Website within 2 (two) working days following the submission of the Purchase Order. Amara shall not be bound by any purchase order that it has not duly accepted. For the avoidance of doubt, any communication by email or via the Website acknowledging mere receipt of a purchase order shall not constitute acceptance thereof by Amara.
4.2. The following documents shall be considered as forming an integral part of the Contract (hereinafter the “Contractual Documents”):
(i) the Purchase Order and its acceptance;
(ii) the agreed Commercial Conditions, where applicable, following the acceptance of the Purchase Order, signed between Amara and the Client. For the avoidance of doubt, the signature of a Commercial Conditions document shall not be required where a Purchase Order within the meaning of these GTC has been duly accepted by Amara, unless otherwise required by Amara;
(iii) the applicable technical documentation, including technical specifications, quality specifications, occupational risk prevention specifications, environmental specifications or any other document governing the technical aspects of the contractual relationship;
(iv) the warranties of the Products provided, where applicable, by their manufacturers; and
(v) these GTC in force at the date of conclusion of the Contract.
4.3. In the event of any conflict between the different Contractual Documents, the one appearing earlier in the list set out in Article 4.2 shall prevail.
4.4. Any modification of the Contract shall only be binding on the Parties if made in writing by a duly authorized representative.
4.5. The contractual documents shall be stored and kept by Amara, in physical or digital form. The Client shall receive an original (where applicable) or a copy of the Contractual Documents after the conclusion of the Contract or, where applicable, may access them via the Website.
4.6. Any image, illustration, indication of dimensions and weight that may appear in any leaflet, brochure, etc., which may be attached to the Purchase Order, including those published on the Website, where applicable, shall not constitute any binding general condition for Amara.
4.7. Amara reserves the right to:
(i) request any document from the Client in order to carry out an analysis of its solvency; and
(ii) establish a credit limit for each Client, unilaterally, and make the delivery of Products subject to this limit.

5. Price and payment terms
5.1. The sale prices of the Products and Services (hereinafter the “Price”) shall be governed by the tariffs published by Amara on the Website (hereinafter the “Tariffs”), in force at the time the purchase order is submitted. Amara reserves the right to modify the Tariffs at any time and without prior notice, provided that such modifications are made prior to the acceptance of a binding purchase order or to the signature between the parties of the contract and the respective contractual documents or under the conditions specifically provided for in the purchase order
or in any other Amara document, where applicable.
5.2. The Price shall not include value added tax, nor any other tax, duty or levy that may be applicable, including any customs duties, all of which shall be borne by the Client, unless expressly agreed otherwise by Amara.
5.3. Payment of the Price shall be made in the form and under the terms set out in the Contract. In the absence of an express condition, it shall be understood that the Client must pay the Price within a period not exceeding 30 (thirty) days from the date of delivery of the Product or provision of the Service, which delivery must be duly certified by means of the relevant document(s), signed and dated accordingly. Any other payment period shall run from the invoice date, unless otherwise indicated in writing by Amara.
5.4. Any failure or delay in payment shall automatically give rise to late payment penalties equivalent to the interest rate applied by the ECB for its most recent refinancing operations, increased by ten percent, as well as the statutory compensation for recovery costs of forty (40) euros including tax, as provided for in Article D. 441-5 of the Commercial Code.

6. Delivery and receipt of Products
6.1. Amara shall use its best efforts to deliver the Products in accordance with the delivery schedule indicated in the purchase order or in the commercial conditions (hereinafter the “Delivery Schedule”). Please note that the delivery schedule is only an estimate. Exceeding the estimated delivery time shall not give rise to any cancellation of the order by the Client, any price reduction or any payment of damages in favor of the Client.
6.2. Amara reserves the right to modify the Delivery Schedule at any time for justified reasons, provided that the Client is informed in advance within a reasonable period. However, Amara shall not be liable to the Client for any delay in the delivery of any Product, provided that the Client has been duly informed, that the delay cannot reasonably be attributed to Amara under the Contract, or that it is not the result of deliberate actions or gross negligence attributable to Amara.
6.3. The Client undertakes to inspect and receive the Products as soon as Amara has delivered them, in accordance with the applicable legislation.
6.4. The Client shall be responsible for all costs incurred as a result of any failed delivery, including, but not limited to, transport costs, costs associated with repeated delivery attempts, storage costs and insurance costs.

7. Shipments, risks and reservation of ownership of the Products
7.1. All deliveries of Products shall be made “FCA Amara”/“EXW Amara” as defined in the Incoterms 2020 published by the International Chamber of Commerce, from the place of dispatch specified by Amara. Unless otherwise agreed with the Client, Amara may deliver to another delivery point specified by the Client. In all cases, all risks
related to damage that the Products may suffer or cause for any reason whatsoever,
including risks of loss, theft, destruction and deterioration, shall be transferred to the Client in accordance with the provisions of the ICC Incoterm 2020 agreed and indicated in the purchase order, unless Amara agrees in writing to other delivery conditions.
7.2. The Client shall assume all risks and shall bear in full all costs of transport, tariffs, storage, warehousing and delivery of the Products.
7.3. The Client may choose the carrier and must provide written proof of having taken out insurance in a format and for an amount deemed acceptable by Amara.
7.4. Amara shall retain ownership of all Products until full payment of the Price, as well as any interest due, where applicable. As long as the Products remain the property of Amara until full payment of their price by the Client, the Client is expressly prohibited from disposing of them, selling them and/or transforming them.
7.5. Until full ownership is transferred, the Client shall ensure that the Products are easily identifiable and separable from other products in its possession. For these purposes, the Client shall:
(i) ensure that all products are easily identifiable as Amara products;
(ii) keep the Products at all times in optimal condition so that they can be resold as new products; and
(iii) not modify, alter or destroy any identification mark or any feature used to identify the Products.
7.6. Until the Price and, where applicable, any interest due have been fully paid:
(i) once the payment period referred to in clause 5.3 has expired, Amara may at any time require the Client to immediately return the Products at its own expense (without prejudice to any other remedy available to Amara in the event of non-compliance by the Client, including, among others, compensation for damages and losses suffered); and
(ii) the Client shall refrain from granting any right or creating any kind of charge over the Products, whether as security, pledge or otherwise, and shall not lend or assign the Products without the prior express consent of Amara.

8. Inspection and approval of Products
8.1. The Client undertakes to inspect the delivered Products at the time of their delivery and to detect any visible loss or damage, and to note it on the transport document or delivery note.
8.2. The Client shall not be entitled to claim any missing Product or any visible damage to the Products that has not been mentioned on the transport document or delivery note.
8.3. It shall be understood that the Client has accepted the Products from the date of their receipt, unless within a period of 5 (five) working days from the date of receipt, the Client notifies Amara in writing of its refusal of all or part of the Products, detailing the reasons for such refusal. The Client must document its reservations by means of written statements and photographs. No claim shall be accepted if the Client does not comply with these deadlines and procedures.
8.4. In the event that hidden defects (defects that could not be considered visible during an initial inspection) are discovered after acceptance of the Products, the Client must immediately inform Amara of such defects. In accordance with Articles 1641 et seq. of the French Civil Code, the legal warranty relating to hidden defects may be invoked by the Client within a period of two (2) years from the discovery of such defects. In the event of hidden defects recognized by Amara, Amara shall reimburse the price of the Product to the Client, who shall return the Product.
8.5. If it becomes necessary to return or recover any of the Products, the Client undertakes to comply with Amara’s instructions in this regard and to provide the cooperation and assistance necessary for the return and recovery of the Products (i.e. to provide Amara’s representatives and/or employees, and/or the carrier, with access to the Client’s warehouse or another collection location, as well as the assistance and support of the Client’s on-site employees and/or representatives, on the day and at the time agreed for the collection of the Products).
8.6. In all cases, under the above clauses, the Client shall safeguard and protect the Products and comply with its other obligations under the Contract, including those set out in point 7.5 above, until the return or recovery of the Products by Amara.
8.7. Amara shall not be held liable for any damage if the Client, its representatives, employees or agents do not comply with the instructions for storage and use of the Products.

9. Product warranties
9.1.Amara shall deliver to the Client, together with the other Contractual Documents, the warranty documents (hereinafter the “Warranties”) provided, where applicable, by the manufacturers of the different Products.
9.2. Amara shall not be responsible for claims, procedures and resolutions of incidents related to the Warranties and shall not grant additional or replacement warranties. The Client shall be responsible for them.
9.3. Consequently, the Client shall not be entitled to claim from Amara any defect or damage affecting the Products occurring after the date of acceptance of the Products, unless such defect or damage is directly attributable to Amara and has been notified in accordance with clause 8.3 above.
10. Return of products
10.1. In addition to the provisions of Article 8 above, the processing of any Product return request shall follow a written return request from the Client, indicating: (i) the reason for the return; (ii) the description of the Products and the quantities to be returned; (iii) the condition of the Products and/or their packaging; and (iv) the invoice numbers and delivery notes from Amara relating thereto.
10.2. The Client may not return the Products to Amara unless Amara issues a favorable decision on the Client’s written return request.
10.3. Amara may charge the Client for the handling and warehousing costs incurred.
10.4. Specific provisions regarding the supply of cable reels
10.4.1 When the Order concerns the supply of a certain length of cable, such cable shall be delivered on the manufacturer’s own reel (duly identified by its code and plate) either (a) by transferring ownership of the reel to the Client and therefore including its price in the Proposal/Order invoice; or (b) by consigning the value of the reel without transferring its ownership.
10.4.2 Once the Client has used the cable and the reel is empty, Amara shall collect the reel at the Client’s premises or at any other location agreed between the Parties, provided that Amara can carry out a visual inspection of the reel to verify whether it is in good condition, damaged or expired. The following cases may occur:
(i) If the reel is in good condition and not expired:
(a) Amara shall recover ownership by reimbursing the Client the amount equivalent to its deposit, as invoiced in accordance with point (a) of clause 10.4.1 above; or
(b) If the reel was delivered on a consignment basis in accordance with point (b) of clause 10.4.1 above, the Client shall not be entitled to any payment.
(ii) If the reel is damaged and/or expired:
(a) Amara shall recover ownership of the reel, but the Client shall not be entitled to any payment if the reel was invoiced in accordance with point (a) of clause 10.4.1 above;
(b) If the reel was delivered on a consignment basis in accordance with point (b) of clause 10.4.1 above, Amara shall invoice the Client for the full value of the reel as compensation.

11. Termination
11.1. The Contract may be unilaterally terminated by Amara in the following cases:
(i) when the Client exceeds the credit limit set by Amara in accordance with Clause 4.7 (ii), unless the Client provides additional guarantees; or
(ii) in the event of a material breach of the Client’s obligations, particularly regarding payment of the Price, in accordance with the Contract.
11.2. In the event set out in clause 11.1 (ii), Amara may choose between requiring the Client to remedy the default within 5 (five) working days or terminating the Contract, without prejudice to claiming compensation for damages and payment of interest in both cases. Amara may also terminate the Contract if the Client fails to pay the amounts due within the specified timeframes or if their recovery proves impossible, where the Client should have fulfilled its obligations at a given time or where their performance is no longer useful to Amara.
12. Force majeure
12.1. Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under the Contract to the extent that such failure or delay results from unforeseeable events of an extraordinary nature, beyond its reasonable control, which could not have been avoided even with reasonable diligence, as defined in Article 1218 of the French Civil Code (“Force Majeure”).
Furthermore, any fire, flood or breakdown at Amara’s or its suppliers’, subcontractors’ and/or service providers’ production or storage facilities, any work stoppage by Amara’s employees or those of its suppliers, subcontractors or service providers, any war, natural disaster, quarantine restrictions, requisitions, embargoes, administrative, legal or regulatory measures hindering or delaying the manufacture, transport and/or delivery of the Products or the work or transport of persons responsible for executing orders, any shortage of raw materials, any epidemic or pandemic or any change in laws and regulations or their application, shall be contractually deemed to constitute cases of force majeure.
12.2. To the extent possible, if a Force Majeure event occurs, the affected Party shall inform the other Party in writing immediately after becoming aware of it (including an estimate of the duration of its effects) and shall use its best efforts to:
(i) mitigate and resolve the difficulties caused by the Force Majeure event; and
(ii) resume its activities and fulfill its obligations as soon as possible.
12.3. If a Force Majeure event affects or is likely to affect one of the Parties or the performance of the Contract for a period of 30 (thirty) calendar days or more, the Parties shall negotiate in good faith measures to resolve the issues caused, including the possibility of an amendment to the Contract.
12.4. If a Force Majeure event affects or is likely to affect one of the Parties or the performance of the Contract for a period of 90 (ninety) calendar days or more, each Party shall have the right to terminate the Contract upon written notice. For the avoidance of doubt, neither Party shall be liable for any damages resulting from a Force Majeure event.
 

13. Limitation of liability
13.1.Amara’s liability shall not exceed the total amount of the Price actually paid by the Client under the Contract.
13.2.Amara shall only be liable for direct damages suffered by the Client.
13.3.In no event shall Amara be liable for indirect damages, loss of profit, opportunity cost, loss of production or any similar damages.
13.4.The above limitations shall not apply in cases of wilful misconduct or gross negligence by Amara or where such limitations are not legally permitted.

14. Nature of the contract and personnel
14.1. All personnel assigned by Amara shall remain independent from the Client. No employment relationship shall exist.
14.2. Amara shall appoint qualified personnel and provide all necessary resources.
14.3. Personnel shall have adequate training and experience.
14.4. Personnel remain under Amara’s authority.
14.5. A coordinator will be designated as the communication link.

15. Occupational risk prevention
15.1. Parties shall comply with applicable regulations.
15.2. Coordination measures shall be established when needed.

16. Independence of the Parties
16.1. The Parties are independent.
16.2. No authority to bind the other Party.
16.3. No partnership or joint venture is created.

17. Subcontracting and assignment
17.1. The Client may not assign without consent.
17.2. Amara may subcontract.

18. Insurance
18.1. The Client shall maintain required insurance.
18.2. Amara shall not be liable for insured damages.
18.3. Amara may request certificates.
18.4. Differences in indemnities shall be borne by the Client.
18.5. Insurance shall waive subrogation rights.
18.6. Insurers must be reputable.

19. Communications
19.1. Notifications shall be sent to addresses in the Contract.
19.2. Address changes must be notified in advance.

20. Ethics and compliance
The Client undertakes to comply with all applicable laws including anti-corruption, sanctions and export controls, and Amara’s Code of Ethics.

21. Confidentiality
21.1. Information is confidential.
21.2. Includes all business data.
21.3. Use limited to Contract purposes.
21.4. Documents must be returned.
21.5. Obligation lasts 3 years.

22. Data protection
22.1. Compliance with GDPR.
22.2. Limited access to personal data.
22.3. Data used for contract management.
22.4. Data may be shared with authorities.
22.5. Data retention rules apply.
22.6. Rights may be exercised via dpo@amaranzero.com.

CNIL
3 Place de Fontenoy
75334 PARIS CEDEX 07

23. Severability
Invalid clauses shall not affect the rest.

24. Governing law and jurisdiction
24.1. French law applies.
24.2. Disputes resolved by arbitration in Paris.