General terms and conditions of sale

Preamble

These general terms and conditions of sale are established by Dynamique Business Solutions & Services Groupe SARL (« DBSS Group »), a limited liability company (SARL) governed by Guinean law, with a share capital of GNF 10,000,000, with its registered office at Yattaya Fossidet, commune of Sonfonia, Conakry, RCCM Conakry No. GN.TCC.2024.B.07924, NIF 873533459 - Clé TVA 2F, telephone +224 621 036 570, contact@dbss-group.com, represented by Mr Ibrahima KOUROUMA, in his capacity as Gérant (statutory manager) and Managing Director, or by any person holding a written delegation from the Gérant, within the limits of the delegation of authority matrix (ORG-05).

They apply to any person, individual or company, who buys a product or a service from DBSS Group, hereinafter « the Client ».

For the opening of a corporate account, the Client is: ………… (company name), whose registered office is located at ………… , RCCM ………… , NIF ………… , telephone ………… , e-mail ………… , represented by ………… , in his or her capacity as ………… , duly authorised.

Article 1 – Scope

1. These terms apply to all sales of DBSS Group:

• Central Purchasing (purchase on the Client's signed purchase order, no stock held for clients): spare parts and consumables, PPE and safety equipment, construction materials, office and IT supplies, tyres and rims in bulk, products ordered specially for the Client;
• Transport and Logistics: road freight transport, handling and lifting, warehousing, equipment rental (with or without operator), rental of vehicles and tanker trucks with driver;
• Technical Services and Maintenance: one-off interventions outside a maintenance contract, maintenance of mining and construction equipment, site logistics support;
• Construction and Civil Engineering: construction, renovation and civil engineering works;
• Automobile Center (in preparation: the provisions concerning it apply from its opening): mechanics, tyre services, wheel alignment, car washing at the center, car washing at home, showroom over-the-counter sales (tyres, rims, accessories, lubricants), loyalty card and washing subscriptions;
• Maintenance Training (an activity separate from the divisions): training sessions on request; the training certificate is issued after payment.

2. Every service is performed by DBSS Group with its own staff, whom it supervises and directs. At a Client site, the Client defines the expected result and the site rules; no employee of DBSS Group is placed under its authority.
3. A specific contract signed with the Client, for example a multi-technical maintenance contract (CT-05), prevails over these terms on the points it governs.
4. The Client's purchasing terms apply only if DBSS Group has accepted them in writing.

Article 2 – Offers, quotations and pro forma invoices

1. Companies and institutions. Every order is based on a written offer (quotation) or pro forma invoice from DBSS Group. It specifies: the description, the quantities, the scope and exclusions, the unit price, the expected lead time, the validity period and the payment terms.
2. Unless otherwise stated, an offer or a pro forma invoice is valid for 30 days. After that period, it no longer binds DBSS Group and can no longer be accepted: a new offer or pro forma invoice is issued, with updated prices and lead times.
3. When the price depends on an imported product or on the exchange rate, the offer says so and states until when the price is guaranteed.
4. Emergency. For a breakdown at a company without a contract, DBSS Group may intervene on a work order signed by the Client, at the catalogue rate; the full offer follows within 24 working hours.
5. Automobile Center. Prices are those of the price list displayed at the reception and at the showroom (Appendix 1). For a repair, the Center issues a work order that states the work, its estimate and the planned return time.

Article 3 – Formation of the order

1. The order is firm:

• for a company: on receipt by DBSS Group of the offer or pro forma invoice signed with the words « Bon pour accord », of a purchase order that cites the offer, or of an acceptance e-mail from the Client's authorised representative, received within the validity period of the offer (Article 2.2); the Client's written purchase order constitutes acceptance of the offer or pro forma invoice it cites;
• at the Automobile Center workshop: on the Client's signature of the work order;
• for car washing at home: on confirmation of the appointment by DBSS Group;
• at the showroom counter and for car washing at the center: on payment.

2. Any change to the order requires a new offer or a written amendment.
3. Special order. A product ordered specially for the Client may require a deposit, stated on the offer. If the Client withdraws after paying the deposit, DBSS Group keeps the part that covers costs already incurred, substantiated to the Client, and refunds the rest.

Article 4 – Prices

1. Prices are expressed in Guinean francs (GNF). They are stated excluding tax for companies, with applicable taxes added on the invoice, and including all taxes for individuals. The mention is always specified. A pro forma invoice issued in a foreign currency (Article 2.3) states the exchange rate applied; when the order is placed, its price is converted into GNF at that rate, and the invoice is issued in GNF.
2. The price includes the services described in the offer, the work order or the price list, and only those. Travel, transport or delivery costs are invoiced when the offer or the price list provides for them.
3. No discount is valid unless it appears on the offer, the pro forma invoice, the receipt or the invoice.
4. For works and special orders, a deposit and, for construction sites, progress invoicing may be provided for in the offer.

Article 5 – Invoicing and payment

1. Means of payment. DBSS Group collects only by the means provided for in this article; it never sends a payment link. Booking an appointment on dbss-group.com is free and gives rise to no payment.
2. Individuals at the Automobile Center. Sales and services (workshop, tyre services, car washing at the center, showroom counter) are paid in cash at the Center counter, in cash, by Orange Money or by bank card. Each payment gives rise to a numbered receipt. The vehicle is returned and the product handed over after the receipt.
3. Car washing at home. The Client pays at the end of the service, the exact amount of the service slip: in cash, against the numbered receipt handed over by the washer, or by Orange Money to the DBSS Group number. No advance payment is requested.
4. Companies. Each sale gives rise to an invoice issued by the Administration and Finance Department of DBSS Group, numbered without gaps, sent by e-mail and, for clients who have one, filed in the « Espace client ». The invoice is paid by bank transfer or by Orange Money, to the accounts stated on the invoice, or in cash at the head office cash desk against a receipt.
5. Deferred payment. A payment term is granted only to a company under contract or whose account has been approved by the Chief Administrative and Financial Officer, with a written credit limit and term (POL-05). Without an approved account, payment is made at the time of order or by deposit, according to the offer, against a receipt, before delivery. Credit is checked at each delivery: a delivery on credit is made only if the Client's outstanding balance, including this delivery, stays within its limit, and it is suspended while an invoice of the Client is more than 60 days overdue.
6. Safe payment. Only the cashiers of DBSS Group, and for car washing at home the washer who hands over a numbered receipt, receive cash. No payment is handed to another employee or paid into an account other than those of DBSS Group; a payment made otherwise does not discharge the Client. DBSS Group never changes its payment details by a simple message: in case of doubt, the Client calls +224 621 036 570.
7. Disputed invoice. Only the disputed part is suspended; the dispute follows Article 11. The remainder is payable when due. An invoice is never deleted: it is corrected by a credit note.
8. Late payment. DBSS Group applies its reminder schedule (POL-05), counted from the due date: friendly reminder at the due date; written reminder at 15 days; call from the Sales and Business Development Director at 30 days; suspension of new services on credit at 60 days; referral to collection at 90 days; then formal notice followed by legal action. Late-payment interest or penalties apply only if provided for in the contract or the accepted offer.
9. Retention of title. Products sold remain the property of DBSS Group until the price has been paid in full. Risk passes to the Client on delivery.

Article 6 – Performance, lead times and delivery

1. Lead times are indicative, unless a firm commitment is made in writing in the offer or the contract. DBSS Group informs the Client of any foreseeable delay and its cause. A delay results in cancellation of the order or a penalty only if the offer or the contract so provides.
2. At the Automobile Center, the return time written on the work order is met; otherwise, the Client is called before that time.
3. For a service at a Client site, the Client gives access, presents the site's safety rules and designates a contact person.

Article 7 – Receipt and acceptance

1. The completion of each sale or service is recorded in writing, with the Client or its representative:

• products delivered: signed delivery note, after checking the quantities and apparent condition; in the case of partial delivery, each delivery has its own signed note and is invoiced for the quantities delivered, the balance being delivered and then invoiced at the same price;
• transport: consignment note / delivery note signed by the consignee;
• technical intervention or mining assignment: signed intervention sheet;
• construction works: acceptance report, with or without reservations;
• Automobile Center: signature of the return on the work order, or of the service slip for car washing at home.

2. Any reservation (damaged package, missing quantity, incomplete work) is written on this document at the time of the finding. For products delivered, it is also photographed. Signature without reservation constitutes acceptance of what is apparent. For road freight transport, the Client keeps the reservation and claim periods of the OHADA Uniform Act on contracts for the carriage of goods by road (art. 14 and 25), set out in the transport and lifting contract (CT-11).
3. A defect that was not visible at the time of the finding is reported in writing as soon as it is discovered, in accordance with Article 11; it then falls under Article 9.

Article 8 – Provisions specific to the Automobile Center

### 8.1 Appointments

The Client books on dbss-group.com, by telephone or at the counter. The Center confirms the appointment and calls back the day before. A client without an appointment is received according to the day's capacity.

### 8.2 Vehicle reception

On arrival, the Center opens a repair order and completes a reception form with the Client: apparent condition, mileage, fuel, warning lights, accessories, photos. The Client signs the form and takes back his or her valuables. DBSS Group is not liable for valuables left on board without being declared.

### 8.3 Work order and additional work

No work begins without a work order signed by the Client. Work or a part not provided for in the work order is carried out only after the Client's written approval (message or signed amendment), dated and noted on the repair order. Without approval, the work is not done and appears as a recommendation on the receipt.

### 8.4 Replaced parts and parts supplied by the Client

Replaced parts are returned to the Client if requested on the work order, except hazardous waste (oils, batteries, filters), disposed of by DBSS Group according to its environmental rules (POL-08). When the Client supplies a part itself, DBSS Group guarantees only the labour and may refuse to fit a non-compliant or dangerous part.

### 8.5 Dangerous vehicle

If the Center finds a dangerous defect (brakes, steering, tyres), it informs the Client in writing. If the Client refuses the repair, he or she signs a discharge attached to the repair order.

### 8.6 Vehicle return and custody

The Client is notified of the completion of the work by telephone or message. The vehicle is returned after the receipt or the invoice, with explanations of the work done and the recommendations. A vehicle that is not collected is followed up with reminders. Storage fees may be invoiced at the rate and after the period stated on the displayed price list (Appendix 1).

### 8.7 Car washing at home

The Client gives an address in a served commune, gives access to the vehicle and, if possible, a water and electricity point. The washer does not start if the place is dangerous or if water risks flowing into the street or onto a neighbour's property; he or she proposes another place or an appointment at the center. The washer walks around the vehicle with the Client and takes photos before and after. DBSS Group is not liable for defects already present and noted at that time. The trip for an absent client is invoiced only if the displayed price list (Appendix 1) provides for it.

### 8.8 Loyalty and subscriptions

The loyalty card and the washing subscriptions follow the rules displayed at the Center's reception.

Article 9 – Warranties

1. Proper performance. Work poorly done by DBSS Group is redone at no cost to the Client, by redoing the work, repair or replacement. A warranty period applies only if it is written in the accepted offer or the contract.
2. Products. New parts, tyres, rims, lubricants, equipment and materials carry their manufacturer's warranty, under its conditions. DBSS Group helps the Client enforce it with the manufacturer or supplier.
3. Construction works. The warranty follows the contract and the statutory warranties.
4. Exclusions. The warranty does not cover: normal wear; misuse, accident or overload; lack of maintenance; modification or intervention by a third party after the service; parts supplied by the Client; damage due to the quality of the fuel or of the electrical network.
5. Implementation. The Client presents the receipt or invoice and the product or vehicle concerned. The request is recorded and handled as a complaint (Article 11); at the Automobile Center, the vehicle is examined as a priority.
6. No other warranty is granted. No employee of DBSS Group may promise a warranty that does not appear in these terms, the contract or the accepted offer.

Article 10 – Liability

1. DBSS Group is liable for direct damage caused by its fault in performing the sale or the service.
2. Except in the case of fraud (dol), gross or intentional misconduct and except for personal injury, its liability is limited, per contract year, to an amount at least equal to the annual price of the contract excluding tax and covered by DBSS Group's civil liability insurance; for a sale or service without a contract, this amount is the price excluding tax of the service or product concerned. For road freight transport, the liability of DBSS Group follows the mandatory limits of the OHADA Uniform Act on contracts for the carriage of goods by road (art. 18 and 28). For an individual Client, this limit applies only to the extent permitted by law.
3. It does not cover indirect damage: loss of operations, downtime, loss of profit.
4. Any damage is recorded jointly, with photos, before any decision on compensation.

Article 11 – Complaints

1. The Client may make a complaint by telephone, by e-mail to contact@dbss-group.com, by post, in his or her « Espace client », at the Automobile Center reception or with the team that served him or her.
2. DBSS Group records it on the same day and handles it according to its procedure PRO-COM-02: written acknowledgement within 2 working days; written response within 10 working days, with the finding, the solution adopted and the measure taken to prevent recurrence.
3. A well-founded complaint gives rise to rework, replacement or a credit note.
4. After a service, the Client may be invited to give feedback. Published ratings are neither modified nor deleted; only abusive remarks and personal data are removed.

Article 12 – Personal data and confidentiality

1. The Client's data (name, contact details, vehicles, purchase and intervention history) are recorded in DBSS Gestion for sales, follow-up, invoicing and warranty (POL-07). They are neither sold nor lent. They are passed on to a third party only by legal obligation or to a service provider bound by confidentiality.
2. The Client's bank card number is never recorded.
3. The Client may consult and have his or her data corrected. The data of an individual with no purchase are deleted 3 years after the last contact.
4. Photos of the vehicle or the site are used only for follow-up of the service. No photo, reference or testimonial of the Client is published without his or her written approval.
5. Prices and special terms granted to a company are confidential, during the contract and for 5 years after its end.
6. DBSS Group keeps contracts, accepted offers, work orders, receipts and invoices for 10 years.

Article 13 – Ethics, safety and environment

1. DBSS Group staff accept no money, gift or advantage in exchange for a discount, a lead time or a favour (POL-06). Any request of this kind may be reported to the Legal and Compliance Manager of DBSS Group, anonymously if necessary (POL-11). DBSS Group complies with Law L/2017/041/AN of 4 July 2017 on the prevention, detection and punishment of corruption and related offences.
2. For his or her safety, the Client does not enter the workshop, the washing area or a works area without being accompanied, and complies with the posted instructions.
3. Oils, batteries, tyres and other waste from the services are handed to authorised collectors (POL-08).

Article 14 – Force majeure

DBSS Group is not liable for a delay or non-performance caused by a case of force majeure (natural disaster, unrest, general fuel shortage, decision of the authorities). Lead times are extended by the duration of the event. DBSS Group informs the Client without delay.

Article 15 – Governing law and disputes

1. These terms are governed by Guinean law and, between traders, by the OHADA Uniform Acts.
2. In the event of a dispute, the parties first seek an amicable solution, on the initiative of the Client, of the Automobile Center Manager for its individual clients or of the Sales and Business Development Director for companies.
3. Failing agreement, the dispute is brought before the competent courts of Conakry.
4. These terms are drawn up in French. This English version is provided for information only; in the event of any discrepancy, the French version prevails.

Article 16 – Acceptance and applicable version

1. Placing an order, signing an offer, a work order or a service slip, or paying at the counter constitutes acceptance of these terms.
2. The applicable version is the one in force on the date of the order, displayed at the Automobile Center and published on dbss-group.com.
3. For the opening of a corporate account, these terms are signed by the Client and by DBSS Group.

Appendices

• Appendix 1: Current price list of the Automobile Center (workshop, tyre services, washing, showroom, storage and travel fees), displayed at the reception.
• Appendix 2: Automobile Center work order template.
• Appendix 3: Corporate account opening form.

Done in two original copies in the French language in Conakry, on …………

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