Terms of sale

⚠️ Important: these terms are provided as a reference version. Before final publication, they are reviewed by a lawyer specialised in B2B commercial law. The legally enforceable version is the one annexed to the quote or the contract signed between the parties.

Article 1 — Purpose and scope

These Terms of Sale (hereinafter "Terms") govern the contractual relations between Caeterra, a French simplified joint-stock company (SAS) with share capital of €1,000, registered with the Arras Trade and Companies Register under number 921 547 956, whose registered office is at 17 boulevard de Strasbourg, 62000 Arras, France (hereinafter "Caeterra" or "the Provider"), and any professional client (hereinafter "the Client") subscribing to one of its services offered under the Easy to Change brand.

The services notably cover: the supply of street furniture (designer outdoor fire-safe ashtrays, wall-mounted ashtrays), the regular collection of cigarette butts, closed-loop recycling via licensed partners, the issuance of a waste transfer note, and support for raising smoker awareness on site.

These Terms apply to any order, except as expressly and in writing derogated from in the quote or the signed contract. They prevail over any purchase conditions emanating from the Client, unless otherwise agreed in writing.

Article 2 — Order and formation of the contract

Any order is preceded by a named and personalised quote issued by Caeterra, valid for 30 days from its date of issue.

The contract is formed from the signature of the quote by the Client (handwritten or electronic signature), constituting full and entire acceptance of these Terms. The Client acknowledges having read these Terms and accepts them without reservation.

Any modification of the order after signature must be the subject of a written amendment signed by both parties.

Article 3 — Duration, renewal and termination

The regular collection services are concluded for a duration of between 12 and 48 months, as specified in the quote. This duration is "firm": no early termination is possible except in the case of a serious breach by the other party (see below).

At the end of the firm period, the contract is tacitly renewed for periods of 12 months, unless terminated by either party by registered letter with acknowledgement of receipt or any equivalent means, sent at least 3 months before the expiry date.

Early termination for serious breach: in the event of non-performance by one of the parties of one of its essential obligations, the other party may terminate the contract by operation of law, 30 days after sending a formal notice that remains unanswered, without prejudice to any damages.

Article 4 — Price and payment terms

Prices are stated in euros, excluding tax. The applicable VAT is added at the rate in force on the invoice date.

Prices are firm for the initial duration of the contract. At each tacit renewal, they may be revised annually according to the evolution of the French INSEE index for business services, subject to prior notification to the Client at least 60 days before the effective date.

Payment terms: unless otherwise stipulated in the quote, invoices are payable by bank transfer at 30 days from the invoice date. The invoicing rhythm is monthly, quarterly or annual as specified in the quote.

Late payment: in accordance with article L. 441-10 of the French Commercial Code, any delay gives rise, without prior formal notice:

• To the payment of late-payment interest at the ECB rate increased by 10 points.
• To a fixed indemnity for recovery costs of €40 per unpaid invoice.
• To an additional indemnity if the actual costs incurred exceed this fixed amount, on justification.

Article 5 — Obligations of Caeterra

Caeterra undertakes to:

• Deliver and install the ordered hardware within the timeframes agreed in the quote.
• Provide the regular collection of cigarette butts according to the defined frequency (monthly, bimonthly or quarterly).
• Ensure the traceability of the waste via the issuance of a waste transfer note at each collection.
• Route the collected cigarette butts to a licensed recycling stream (MéGO and clikeco partners).
• Provide the Client with quarterly reporting on collected and recycled volumes.
• Comply with its legal obligations in terms of hygiene, safety and environment.

Article 6 — Client obligations

The Client undertakes to:

• Provide appropriate locations for the installation of the hardware (accessibility, distance from entrances in accordance with regulations, compliance with ERP rules where applicable).
• Allow access for Caeterra's teams (or its subcontracting partners) to the site for collection operations on the agreed dates.
• Raise awareness among its employees on the correct use of ashtrays (effective use, no other waste thrown in the ashtrays).
• Pay invoices within the agreed deadlines.
• Inform Caeterra of any substantial change concerning the site (change of address, closure, modification of the number of smoking areas).

Article 7 — Ownership of hardware

Unless otherwise stated in the quote, the hardware (ashtrays, supports) remains the property of Caeterra for the entire duration of the contract. It is made available to the Client as a service-rental, inseparable from the collection service.

At the end of the contract, unless otherwise agreed, Caeterra reclaims the hardware at its own expense within 30 days of effective termination. The Client is required to return it in normal working condition, except for reasonable wear and tear associated with use.

For orders including a transfer of ownership of the hardware ("firm purchase" option mentioned in the quote), ownership is transferred to the Client upon delivery and after full payment.

Article 8 — Liability and warranties

Caeterra is bound by an obligation of means. Its liability can only be engaged in the event of proven fault on its part.

The hardware delivered is guaranteed against any design or manufacturing defect for 24 months from delivery. The warranty does not cover voluntary damage, vandalism, or use not in accordance with the intended purpose of the product.

In the event of damage attributable to Caeterra, compensation is limited to direct damage, to the exclusion of any indirect damage (loss of turnover, damage to image, loss of opportunity), and capped at the amount of sums actually paid by the Client over the last 12 months.

Article 9 — Subcontracting

Caeterra reserves the right to entrust all or part of the performance of the services to subcontractors of its choice, in particular its operational partners MéGO (recycling in a dedicated stream) and clikeco (collection logistics). Caeterra remains solely responsible for the proper performance of the services towards the Client.

Article 10 — Force majeure

Neither party may be held responsible for the delay or non-performance of its obligations in the event of force majeure within the meaning of article 1218 of the French Civil Code (external, unforeseeable and irresistible event). The following are notably considered as force majeure: general strike, natural disaster, declared pandemic, armed conflict, administrative decision of closure.

The affected party must inform the other as soon as possible. If the event persists beyond 60 days, either party may terminate the contract without indemnity.

Article 11 — Intellectual property

All elements provided by Caeterra (ashtray designs, photos, communication documents, "Easy to Change" brand) remain its exclusive property. The Client is granted a licence of use limited to the performance of this contract. Any reproduction or distribution for other purposes is prohibited without prior written agreement.

Reciprocally, the Client's brand elements (logo, charter) remain its property. The Client expressly authorises Caeterra to mention its name and logo in its commercial references, except by written opposition formulated at the signing of the contract.

Article 12 — Personal data

The terms of processing of personal data collected in the context of the performance of the contract are detailed in our privacy policy. The parties undertake to respect the GDPR obligations applicable to their respective roles (data controller, processor, where applicable).

Article 13 — Confidentiality

Each party undertakes to keep strictly confidential any commercial, technical or financial information of which it would have knowledge on the occasion of the contract, for its entire duration and for 3 years after its term.

Article 14 — Applicable law and competent jurisdiction

These Terms are governed by French law. Any dispute relating to their formation, interpretation or execution will be submitted, in the absence of an amicable resolution, to the exclusive jurisdiction of the Arras courts, notwithstanding plurality of defendants or call in guarantee.

Last update: May 2026. Version 1.0.