Terms and conditions of sale

ARTICLE 1 – APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions of service are systematically sent or given to each Buyer when the quotation is provided and to enable the Buyer to place an order. Consequently, the act of placing an order implies the Buyer’s full and unreserved acceptance of these GENERAL TERMS AND CONDITIONS OF SALE, to the exclusion of any other documents such as prospectuses or catalogs issued by the Seller, which are for information purposes only. Unless expressly accepted in writing by the Vendor, no special conditions may prevail over the GENERAL TERMS AND CONDITIONS OF SALE. In the absence of express acceptance by the Buyer, any condition to the contrary will be unenforceable against the Seller, regardless of when it may have been brought to the Seller’s attention. The fact that the Vendor does not avail itself of any of the present GENERAL CONDITIONS OF SALE at a given time may not be interpreted as a waiver of the right to avail itself of any of the said conditions at a later date.

ARTICLE 2 – PROPOSALS

The option period for our quotations is 2 months. Our supplies are limited to the materials and services specified in the price quotations.

ARTICLE 3 – ORDERS

If the Buyer does not contest our acknowledgement of receipt of the order within 48 hours, the terms and conditions stipulated on the acknowledgement of receipt, as well as the general terms and conditions of sale, are deemed to have been accepted. Any cancellation of an order will give rise to payment of the services already provided by the Seller, as well as a fixed cancellation indemnity of at least 10% of the contract amount.

ARTICLE 4 – CHANGE ORDER

Any request for additional work or modification of the order must be notified in writing by the Buyer. Any change or modification to the contract will give rise to a new study and the drawing up of a new quotation, and will be the subject of the signature of a modification amendment duly signed by the parties. Any postponement of delivery requested by the Buyer and approved by the Seller will give rise to storage charges.

ARTICLE 5 – INDUSTRIAL PROPERTY

The Seller retains all intellectual property rights to its projects, studies and documents of any kind, which may not be communicated or executed without its written authorization. The technology and know-how, whether patented or not, incorporated in the materials and services, as well as all industrial and intellectual property rights relating to the materials and services, remain the exclusive property of the Seller. The Buyer is granted a non-exclusive right to use the products.

ARTICLE 6 – CONFIDENTIALITY

The Buyer shall treat as strictly confidential and shall not divulge any information, equipment, models, plans, specifications, data, technical formula or concept of which it may become aware in connection with this contract. For the application of this clause, the Buyer is liable for its employees as well as for itself. However, the Buyer shall not be liable for any disclosure if the items disclosed were in the public domain or if the Buyer had knowledge of them or obtained them from third parties by legitimate means. Likewise, the Vendor undertakes to treat as strictly confidential any information it may have obtained in the performance of the present contract, and not to divulge it to third parties either during the performance of the agreement or after its expiry.

ARTICLE 7 – PRESENTATION MATERIAL

Presentation material must be returned within two months at the Buyer’s expense. Otherwise, it will be invoiced according to the terms of the offer, in compliance with the law.

ARTICLE 8 – DELIVERY TIMES

a) Delivery deadlines run from the latest of the following dates, that of the order acknowledgement, or that of the receipt by the seller of the information, deposit or supplies which the Buyer has undertaken to provide. Delays do not justify cancellation of the order.

b) We are automatically released from any commitment relating to the delivery time: – in the event of force majeure. Force majeure is any event beyond our company’s control that prevents normal operation at the manufacturing or shipping stage. – in the event of events such as lock-outs, total or partial strikes hampering the smooth running of our company or that of one of our suppliers, subcontractors or carriers, interruption of transport, energy, raw materials or spare parts supplies, epidemics, war, requisition, government action, embargo, fire, bad weather, natural disasters, tooling accidents, delays in transport or any other event causing partial unemployment for our company. – when the information to be provided by the Buyer does not reach us in due time, as well as in the event of modifications or new specifications.

c) All modifications and additional work will give rise to a corresponding change in deadlines.

d) In any event, delivery can only take place if the Buyer is up to date with his obligations towards the Seller, for whatever reason.

e) No penalties for late delivery will be accepted, unless they have been the subject of specific contractual provisions. In this case, the penalty may only take the form of flat-rate compensation for late delivery, which may not exceed 5% of the value of the material still to be delivered.

ARTICLE 9 – TRANSPORT

Transport costs are borne by the Buyer unless expressly agreed otherwise in the order. The point of transfer of risk is set at delivery to the Buyer for deliveries in France and in accordance with the incoterm chosen for export. The Buyer shall check shipments on arrival, report any reservations and make any claims to the carrier. The consignee is responsible for unloading, as the driver cannot operate alone. The Buyer will be billed for any waiting time of more than half an hour for a driver to unload. In the absence of a Buyer’s representative, the Seller accepts no responsibility for the goods delivered.

ARTICLE 10 – COMPLAINTS AND RETURNS

a) By signing the delivery note, the Buyer certifies that he has checked the goods delivered for quantity, quality and conformity with the order.

b) The Buyer has 8 working days following the date of delivery of the goods to make known any defect or lack of conformity of the goods, by registered letter with acknowledgement of receipt. No claim will be considered after 8 days from the date of delivery.

c) Goods may only be returned with our written consent, in perfect condition and in their original packaging.

d) Unless expressly agreed otherwise by the Vendor, transport costs for returned goods are always at the Buyer’s expense.

e) No returns will be accepted for specially manufactured equipment.

ARTICLE 11 – TERMS OF PAYMENT

Payment terms are generally 45 days from the end of the month following the goods invoice date. Any delay in payment shall, at the Seller’s request, result in the application of a late payment penalty which may not be less than 1.5 times the legal interest rate, the interest rate applied by the European Central Bank to its most recent refinancing operation. Non-payment of a due date automatically entails forfeiture of the term, and consequently the immediate payment of all sums due, including future due dates. If a Buyer fails to meet his obligations, is late in payment or lacks funds, he may be refused the sale, unless he pays in cash or provides sufficient guarantees. No discount or rebate for cash or advance payment will be granted.

ARTICLE 12 – DOWN PAYMENT

The Vendor may require payment of a deposit of 30% upon signature of the order, depending on the nature of the services to be provided.

ARTICLE 13 – RETENTION OF TITLE

a) Delivered goods remain the property of the Vendor until full payment has been received.

b) Payment is effective upon collection of the price and not by the simple delivery of a payment voucher.

c) In the event of non-payment on the due date, the Vendor reserves the right to repossess the products concerned, of which it remains the owner, and may, at its discretion, terminate the contract by simple registered letter sent to the Buyer.

d) However, the Buyer bears the risks of the goods in his possession and assumes responsibility for them as if he were their owner, and shall be liable to pay the price even in the event of their disappearance or deterioration due to fortuitous event or force majeure.

e) The Buyer may not invoke this reservation clause to justify the return of goods on its own initiative.

f) The Buyer must store products or work subject to retention of title in such a way that it cannot be confused with products or work of the same nature from other suppliers (specify storage location, maintain original packaging, etc.).

g) In the event that the Seller is considered as a subcontractor under a contract, the Buyer undertakes to notify the final Buyer as such, and to notify the present reservation clause, it being specified that in all cases, the Seller expressly reserves the right to request the benefit of direct payment in accordance with the provisions of the Law of December 31, 1975.

ARTICLE 14 – CONTRACTUAL WARRANTY

a) The warranty period for hidden defects is 12 months from the time the goods are made available at the agreed location and the delivery note is signed. However, in the event of a postponement of the agreed delivery date attributable to the Buyer, the duration of this postponement may not exceed 3 months beyond the agreed delivery date.

b) Replacement parts are guaranteed under the same terms and conditions as the original equipment for a period of 6 months. Renovation work is guaranteed for 6 months.

c) This warranty applies only to latent defects in design and materials that become apparent during the warranty period.

d) This warranty is excluded in the following cases: when the defect stems from materials supplied by the Buyer, from failure by the Buyer to comply with the instructions for use, from normal wear and tear, from modification, repair or intervention carried out by the Buyer, from an act of God or force majeure as defined above.

e) This warranty only applies to equipment installed in accordance with good engineering practice, and if the installation, storage, maintenance and servicing conditions have been respected.

f) No warranty will be granted for materials associated with other components.

g) In order to invoke this warranty, the Buyer must inform the Seller by registered letter with acknowledgement of receipt.

h) The Vendor’s liability is limited solely to the replacement of defective goods to the exclusion of all other repairs and all other heads of material or immaterial, direct or indirect damage.

ARTICLE 15 – SPECIAL WARRANTIES

They are agreed in the context of a specific transaction and are the subject of a specific written agreement between the Seller and the Buyer. Negotiations define the risks covered and the conditions of implementation, equipment installation, operation, maintenance and servicing.

ARTICLE 16 – TECHNICAL ASSISTANCE

The Vendor’s technical assistance services are governed by special provisions and are the subject of a specific contract.

ARTICLE 17 – JURISDICTION AND APPLICABLE LAW

The Commercial Court of VICHY-CUSSET shall have sole jurisdiction in the event of any dispute of any nature or any challenge to the formation or execution of the order. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants, and regardless of the method and terms of payment. The applicable law is French law.