TERMS OF SALE

1. IDENTIFICATION OF THE SELLER

The Marcapar current site is published by the company ETABLISSEMENTS ROCHE SAS with a capital of 8 000 € which headquarter is located 5, chemin des vignes 69670 VAUGNERAY, registerd in Lyon Trade and Companies Register (TCR) under number B 332 200 526.

Telephone : +33 9 83 07 70 60

Intra-Community VAT :

Address of the website : www.marcapar.com

Host site : ANTHEMIS

Webmaster : Christian ROCHE

2. GENERAL PROVISIONS

2.1. General Terms of sale

These General Terms of sale shall solely apply to the online sale for Marcapr products on the Marcapr website available at www.maracapar.com (below « the website »).

2.2. GSCs scope

GSCs solely regulate online sales contracts for products from ETABLISSEMNETS ROCHR (below « the seller ») to buyers having the status of professionals (below « the buyer ») and provide with the purchase order, contracts documents opposable to parties, to the exclusion of any other document, product, leaflets catalogues or photographies which are illustrative.

CSGs are solely relevant to the products delivered to the buyer established in France and/or in a EU country.

CSGs as well as contractual information stated on the website are in French.

2.3. CSGs Availability and opposability

CSGs are made available to the buyer on the seller's website where they can be consulted. They can also be provided on simple request (telephone, mail, letter).

GSCs are enforceable to the buyer who acknowledges by ticking the appropriate box when placing the order.

The click of the confirmation of the order implies full acceptance of these GSCs.

All other conditions hold the seller liable only upon his written agreement.

In the event of a conflict between two contractual documents these GSCs will prevail.

2.4. GSCs Reviews

The seller reserves the right to make changes at any time.

In the event of modification it will be applied to each order the general terms of sale in force at the day of the order. A dated copy can be submitted to the buyer on request.

2.5. Terms of sale clauses

The nullity of certain contractual provisions do not involve the GSCs nullity.

Temporary or permanent non-compliance of one or several GSCs clauses by the seller should not be inferred from waiver to other clauses continuing to produce their legal effects.

3. PRODUCTS

3.1. Features

The products offered for sale displayed on our website catalogue are subject to a description mentioning theit essential features.

Photographs, texts and products displayed can not be considered as contractual documents.

In case of error the seller's liability could not be committed under no circumstances.

The seller can at any moment, update, improve or withdraw the sale of its goods and its accessories.

3.2. Instructions for use

The « How to use »guide, should it is an essential element is mentionned in the e-catalogue or at the latest provided on delivery.

3.3. Compliance

Products meet the requirements in force they are safety and healthy relevant, they meet fair trading and consumer protection when placed onto the market.

Products comply with the French law in force when placed onto the market.

4. PRICE OF THE GOODS

4.1. Selling price

Selling prices are shown in euros, VAT not included, excluding delivery and shipping costs for each product displayed in the e-catalogue. Extra charges will apply when confirming the order. Applicable prices will be those effective on the day the order is accepted.

The total amount due by the buyer appears on the order confirmation screen.

The price of the product is the one in effect on the day the order is accepted.

In case of price promotion, the seller commit to apply the promotional pricing to every order placed while the offer lasts.

4.2. Change

The seller reserves the right to modify its prices at any moment while ensuring the buyer the application of prices into force on the day of the order.

5. OFFER

5.1. Field

On-line offers are restricted to professional buyers residing in France or in a EU country with deliveries within the same geographical areas.

5.2. Period

On-line offers displayed on the site are valid according to the stock available unless specific period is mentionned.

5.3. Approval

The acceptance of the offer is validated in accordance with the double-click process by the order confirmation.

6. ORDER

6.1. Steps and conclusion of the contract

The order is placed with the seller by the customer by selecting one or more products which in accordance with the selection the customer places in his « cart » before validating the order rhe customer shall click on « print my order » and shall provide all the necessary information for the delivery and the means of paiement.

Befor clicking on « print my order » the buyer can check the detail of the order and the total price and can still move back to previous pages to correct any errors before confirming the order and thereby axpressing his acceptance.

The order confirmation involves the acceptance of the STC's thus takes the form of a contract between the two parties.

The customer's order shall be systemetically confirmed via email and at this stage the buyer can print his order form.

6.2. Modification of the order

Any modification of the initial order shall result in thr seller's acceptance.

6.3. Validation of the order

The seller reserves the right to refuse an order for legitimate reasons.

6.4. product availability

In case of shortage of supply the seller shall inform the customer and can propose the same quality price product.

Where applicable, the seller agrees to reimburse the order together with any additional costs within 30 days.

7. CONTRACT

7.1. Conclusion

The selling contract is formed when the buyer receives the order validation.

7.2. Recordkeeping and evidence

Computerised registries are kept in the sellers'IT systems under reasonable conditions of security as proof of communications orders and payments made by the customer and filed on a reliable and durable medium in accordance with article 1348 of thr French Civil Code.

These communications, order forms and invoices can be provided as proof of contract.

7.3. Withdrawal

The withdrawal period can only be applied when placing an order before the delivery.

7.4. Compliance

Should the product delivered to the customer not comply with the order the customer may return it to the seller when :

• non compliance with the type of products;
• non compliance with the date of delivery stipulated on the order form;
• a rise in prices made necessary by State authorities for technical amendment.

The contract can be solved by the seller when :

• buyer's refusal to take the delivery;
• buyer's refusal to pay or settle when delivery of goods.

8. PAYMENT

8.1. Terms of payment

Unless agreed otherwise, our invoices are to be paid immediately upon receipt of invoice within 30 days.

Deferred payment is to be made when delivery by check or bank transfer.

8.2. Late payment or non-payment

If buyer fails to make payment by due date, without prejudice to any other right or remedy available to the seller, we are entitled to charge the buyer interest on the unpaid amount, as established by the European Central Bank (ECB) increased by 10 points.

In compliance with article L441-6 of the French Commercial Code any delay in payment will result in a 40 € penalty payment from the buyer to the seller as compensation for recovery costs. An additional compensation could also be claimed by the seller on documentary evidence when recovery costs incurred are higher than the fixed allowance.

Penalties for delays will automatically and by law be entitled to the seller without any other action.

In the absence of a particular agreement the amount of the interest rates due will automatically be set off against rebates, discounts the selle may owe.

If the buyer fails to make payment within 48 hours of notice therof, the seller may rescind the sale and file summary petition for return of the products without prejudice to recovery of any and all damages.

Not only shall the order in question be rescinded but also all prior orders not paid for, whether or not delivered or in process of delivery and whether or not the price is overdue.

8.3.Warranty and settlement requirement

Impairment of the Buyer's creditworthiness may justify a requirement of security before processing a new order.

9. DELIVERY

9.1. Delivery times

The delivery times indicated are average delivery times provided for information only and may vary according to the destination.

Consequently any reasonable delay in the delivery shall not entitle the buyer :

• to a damage allowance;
• or a cancellation of the order.

In any event delivery on time can intervene only if the buyer is a day of its obligation to the seller.

9.2. Terms ans conditions of delivery

Delivery is made to the address mentioned by the buyer on the order form at its own expense.

Any claims for potential errors regarding delays must be made by the buyer to the seller within 3 days on the delivery date.

Delivery is made by notice of readiness, post or by indepedent carrier.

Upon each delivery of products the customer must immediately check that the delivery received complies with the order placed.

If any claim of faulty merchandise is made the buyer shall make reservations on the carrier's slip, simultaneously the customer shall also send a copy of the letter to the seller within 3 days by registered letter with aknowledgement of receipt.

It will be up to the purchaser to provide any justification as for the reality of the defects or anomalies possible noted. He shall leave the buyer all reasonable facilities to proceed to the observation of the possible defects if necessary using a consultant and to remedy the problem.

9.3. Products compliance

Should the product delivered to the customer not comply with the order the customer must make a claim to the seller and may ask a product equivalent or to be refunded.

9.4. Products availability

In case of shortage of supply the seller may propose under the conditions lais down in art 6.4 an equivalent quality price product.

9.5. Returns

Any return o product must be the subject of a written formal agreement between the seller and the customer. All products returned without formal agreement will be automatically rejected. The costs and risks of return are borne by the purchaser.

No return will be accepted beyond a fifteen day periood after the delivery.

Should the prodcts returned, they will be sent with a return voucher to be attached to the package and in the same state as delivered.

Any return accepted by the seller will result in a credit for the benefit of the buyer after qualitative and quantitative check of the returned goods.

In case of apparent defect or non compliance products duly established by the above conditions the seller will get free replacement of the product at the seller's discretion to the exclusion of compensation or damages.

9.6. Non-delivery

Failure to deliver automatically results in the resolution of the sales contract.

9.7. Retention of title

The seller shall retain full ownership of the products until the complete payment of the price and incidental costs by the purchaser.

In the case of bankruptcy or suspension of payment we have the right to demand that buyer declares the assigned receivablesfor us to collect claims.

10. WARRANTY

10.1. Warranty limits

If any valid claim is made we are obliged to either replace the product free of charge or repair the faulty product except if it is impossible or inapropriate. Prior to entitlement any product must be submitted to the seller's agreement. Delivery costs are at the espense of the buyer any further liability is excluded relating to compensation for undue detention.

In any case the proof shall be provided with the submission of the original invoice.

10.2. Warranty clauses

Under no circumstances can the seller be held liable for damage resulting from unauthorized use. In the event the product can't be replaced, an identical or upper product may be an asset will be proposed to the purchaser. Subject to the legal provisions the responsibility for the salesman is strictly limited to the obligations defined in the present conditions or, if necessary, the conditiond expresses.

The seller cannot be held liable for indirect or unforeseeable damage which iclude :

• any damage to the product resulting from normal wear and tear in view of its nature, function, composition and price;
• any defect resulting from poor storage, misuse, unauthorized use or not in accordance with technical and use specifications or any change in the product by the purchaser or a third party.

11. LIABILITY

11.1 Liability clause

Under no circumstances can the seller be held liable forbreach or poor contract performance if this failure is due to the purchaser, to an overwhhelming or unpredictable third party to the contract or to a case of force majeure.

The seller disclaims all liability if the delivered product does not comply with the legislation of the country of delivery. It is for the buyer to check if the product is approved for sale in his country.

11.2. Safety defects

In case of damage dur to a safety defect the purchaser must seek the manufacturer's responsibility from the information mentioned on the packaging.

11.3. Penalty clause

In any case the breach to perform by the purchaser, any deposit paid when ordering shall remain to rhe seller.

12. INTELECTUAL PROPERTY RIGHTS

The products displayed on this website are the holder's exlusive property all protected by copyrights, rights on images or trademark rights.

Any reproduction, communication or use of one or more of the elements without the prior and written authorization of the holder is liable to legal proceedings.

13. FORCE MAJEURE

The seller cannot be held liable for failure to fulfil one of its commitments to the customer if this failure is due to a case of force majeure. An unforeseen incident or case of force majeure is any irresistible, unforeseeable, unavoidable event or circumstance, outside the parties, beyond their control that cannot be prevented by the parties despite all reasonably possible efforts. The party affected shall notify the other party within ten working days from the date on which such cause first arose. The two parts will approach then within a month unless impossibility due to force majeure, to examine the incidence of the event and to be appropriate of the conditions under which the execution of the contract will be continued. In the case of force majeure lasts more than three months, these general terms o sale may be terminated by the injured party. Force majeure or exceptional circumxtances are expressly considered to be those typically upheld by court jurisprudence and French tribunals : lock-out, fire,ice,flood, bad weather, blockage of exports, suspension of means of communication and/of transport, blockade.

14. DATA PROTECTION ACT

Any order or purchase involves the volontary transmission of personal data.

In accordance with Data Protection Act(Jan,6,1978) the file consisting of such data and the uses which may be made thereof have been the subject of a Declaration to the National Commission on computing freedom.

From this declaration the seller unsertakes to make a fair use of the data entrusted to him. This implies that the seller will not transmit these data to third parties without the prior agreement of the buyer.escepted member companies particularly administrative management needs.

According to « Informatique et Libertes » french law, website's user can modify or clear his personal data.

For any request, the purchaser may contact :

ETABLISSEMENTS ROCHE

2 Chemin du Michon

69670 VAUGNERAY

15. JURIDICTION

These General Terms and Conditions of Sales are governed exclusively by French Law. www.maracapar.com (below « the website »).

If any part of this agreement should be considered invalid this will not affect the validity of the remaining sections of the agreement.

If the seller at a given time does not avail himself of one of the clause of these GTCs shall be deemed a waiver of any of those terms.

In case of a dispute the parties shall seek before any contentious action is taken a mutual agreement and exchange any relevant information.

In the event of it not being possible to settle such disputes amicably within two months The courts and tribunals of Lyon will have exclusive juridiction in the event of litigation.

This clause shall also be applicable for summary actions, incidental claims or cases involving several defendants and regardless of the method and terms of payment without affecting the juridiction clauses which may be stipulated on the purchaser's documents.