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Terms and Conditions of Sale

GENERAL

The present terms of sale are applied to any sale of materials. Any order automatically implies the buyer’s acceptance of these terms and conditions, regardless of the buyer’s terms and conditions of sale, which are not applicable to the seller, even if they are notified subsequently to the acceptance of the present conditions. If one of the clauses within these general conditions of sale is found to be null or void, this does not render any other clauses void. The seller’s right to later rely on these terms and conditions of sale shall not be waived should the seller fail to abide by a clause given within these terms and conditions (at any time).

PRELIMINARY OFFER

Any request for material from the buyer shall result in the development of a preliminary offer that shall be submitted by the seller for acceptance and shall be valid for a period of 1 month starting from its date of submission. The specifications relating to the equipment and notably when referring to its quality, its dimensions conforming to trade standards, are those indicated by the seller.

ORDER

All orders must be confirmed in writing. The order must state: the quantity, the brand, the type, the references, the agreed price, the terms of payment, the address and date of delivery or collection if this is different from the billing address. Additions or modifications made to the order are only binding if the seller has accepted the modifications in writing. If the buyer has failed to comply with their obligations during a previous order (e.g. through late or non-payment), the buyer may be refused sale unless a sufficient guarantee or cash payment is provided.

PRICE

The prices invoiced are those agreed upon on the day of the order, on the basis of the economic conditions in force at that point in time. The prices are valid for a maximum duration of 1 month, except if explicitly mentioned in the prior offer. The prices are VAT-free, include packaging costs, exclude transport costs and shall be increased by VAT and / or any other similar taxes that apply, at the rate applicable at the time of their payment.

DELIVERY

Delivery conforms to order stipulations, subject to compliance with the terms of payment. The delivery of materials or spare parts is understood as either: – Said goods being shipped from the seller’s warehouse to the buyer, – Making said goods available in the seller’s warehouse or any other intermediary specified by the seller. If the seller finds themselves unable to deliver the ordered material, they can either cancel the sale and refund any down payments received without further compensation, or deliver equipment possessing the same characteristics with a written agreement from the buyer. If a straightforward change of reference is required, then the substitution can take place without the need for any additional agreement, the replacement shall take place without the need for any further agreement. In the event that the premise layout made special maintenance operations necessary, any additional cost shall be borne by the buyer. DELIVERY

DELAY

Delivery times are always communicated according to estimated supply possibilities at the time of the offer and should only serve as an approximative guideline. Any delay in delivery due to circumstances beyond the seller’s control shall not result in the cancellation of the order. The seller cannot be held liable for any loss resulting from this delay. However, if material has not been delivered within 3 months of the stated delivery date, for any reason/cause other than force majeure, the sale can then be cancelled at the request of one of the parties involved after sending a registered letter with acknowledgment of receipt. The buyer can only claim a refund for any instalments already paid, but without the possibility of further compensation. The seller is released automatically from any liability in the event of force majeure or events such as: lock-out, strike, epidemic, war, requisition, fire, flood, equipment accident, shipping delay or any other cause resulting in partial or total unemployment for either the seller or their suppliers. The seller shall inform the buyer in good time of these incidents and events listed above. Any delay in delivery attributed to a characteristic fact of force majeure shall result in, at the salesperson’s discretion either the cancellation of the sale, or a delivery or availability deadline extension. In either case, no party shall be eligible for compensation. In any event, timely delivery can only be expected to occur if the buyer has fulfilled all of their obligations with regards to the seller.

TRANSPORT

The seller’s chosen method of shipping is contractually considered to be the most suitable for the timely delivery of the shipped goods. Any variation (regarding shipping method) must be expressly requested by the buyer. It is up to the buyer to verify whether the appropriate amount of goods was delivered upon delivery. Furthermore, the buyer is also expected to verify the condition of the goods. In the event of damage, the buyer must issue the customary reservations on the delivery note and inform the carrier within one day of receipt, by registered letter with acknowledgment of receipt.

RECEPTION – CONTROL

The verification of the equipment must take place on the day following delivery. The buyer must inform the seller of any apparent defects or lack of conformity of the delivered products by registered letter, with acknowledgment of receipt, within the period fixed above. The buyer must give the seller unlimited access to the products in order to ascertain any defects or anomalies. Once the deadline set above has passed, any claim of any kind shall be considered inadmissible. If the buyer expressly or tacitly implicitly waives this receipt of sale, the delivery shall be deemed to comply with the order. Even if part of the delivery does not conform to the initial order, the buyer is not exempt from their obligation to pay for materials for which there is no litigation. Any defect identified after cross examination only obligates the seller to replace, the equipment found to be defective free of charge, excluding any operating loss or additional loss;

PAYMENT

Unless otherwise stipulated, the products are payable upon shipment of the goods. When first entering in the contractual relationship, the seller reserves the right to seller reserves the right to charge cash-on-delivery for initial deliveries or to demand payment in advance. Whatever the method of payment agreed upon between the parties, the payment shall only be considered as made once the full amount has been received. In the event of a partial payment, it shall firstly be allocated a late penalty, then routine payments will be made in order, from oldest to most recent. In the event of a full or partial non-payment, once (once sounds good) the payment deadline has passed, the seller reserves the right to cancel or suspend any ongoing orders and deliveries.

PENALTY CLAUSE

In accordance with Article L441-6 of the French Commercial Code, penalties for late payment are applicable in the event where the sums due are paid after the payment deadline date appearing on the invoice. The penalties for late payment are calculated on the basis of 2 times the legal rate. If recovery litigation is required due to buyer fault, on top of the payment principal, costs, expenses and fees that the buyer is legally responsible for, the buyer must pay a compensation set at 10% of the amount due, including VAT, with a minimum of 1500 euros. This is to be paid as a lump-sum payment to cover damages and contractual interest. In the event of a cancellation of sale due to non-payment, the sums paid by the buyer shall be kept by the seller.

CLAUSE OF TERMINATION

In the event of total or partial non-payment of an order by the agreed upon deadline, the amounts due under this order and other orders already delivered or in the process of being delivered, shall be immediately due after a formal notice.

CANCELLATION CLAUSE

All orders are accepted in consideration of the legal, financial and economic situation of the buyer at the time of the order. As a result, if the financial situation of the buyer deteriorates between the date of the order and the date of delivery, the seller is justified to either require payment before delivery or to terminate the sale. If the buyer does not comply with these conditions, then the seller shall send the debtor a formal notice by registered letter with acknowledgment of receipt. If the buyer fails to fulfil his obligation within one month of the sending date of said formal notice, the seller may decide to automatically cancel the sale. The buyer cannot ask for the cancellation of sale or hold the seller liable in the event of modification to the initial specifications or technical characteristics, which may occur between the placing of the order and delivery, which are the result of the application of national legislation, community rule, or manufacturer’s recommendations. The seller agrees to inform the buyer of these changes as soon as possible.

GUARANTY- EXTENDED

This Guaranty covers all hidden or apparent defects from the date of shipment onwards (guaranty period). Work resulting from the guaranty obligation is performed once the purchaser has returned the defective equipment to the seller for repair or replacement. The cost of transporting the defective parts or materials, as well as their return after repair or replacement are the responsibility of the purchaser. Parts replaced free of charge are returned to the seller and become their property. Interventions made under the guaranty shall not extend its duration. The buyer cannot claim any compensation in the event of immobilisation of equipment due to the application of the guaranty.

GUARANTY – LIMITS AND EXCLUSIONS

Excluded from the guaranty is the cleaning and upkeep of the equipment. The cleaning and upkeep of equipment, as well as the procurement of products required to carry out these procedures is defined in the instructions for use as being the responsibility of the user. The buyer shall lose the benefit of legal and conventional warranty in cases of: – Abnormal or abusive use of the equipment – Water damage or damage to equipment resulting from collisions, dropping of equipment, chemical attacks, fire, vandalism or malice – Deterioration or accidents resulting from a handling error or a defect in surveillance or maintenance – Premature deterioration due to wear or anomalies not reported in time to the seller The seller may suspend the legal and conventional guaranties in the event of a delay or a total or partial non-payment of the equipment price. The seller’s responsibility is limited to replacing materials recognised as defective or having a manufacturing defect. The seller shall have the opportunity to inspect for alleged defects. All other express or implied guaranties are excluded. No liability shall be accepted for loss or damage, direct or indirect, whatever the cause. Under no circumstances may the buyer claim, in any capacity whatsoever, to make any deduction on the invoiced amount corresponding to an incomplete delivery or relating to defective materials.

• PROPERTY RESERVE CLAUSE – TRANSFER OF RISKS – TRANSFORMATION

The equipment shall remain the property of the seller until the effective payment of the full price in principal and accessories, under the terms of the Law of May 12th, 1980. Non-payment, even if partial, by any of the payment deadlines may lead to the reclamation of the products. The right of recovery shall come into force even in the event of judicial settlement or liquidation of the buyer’s assets. In the event of a claim, the sale shall automatically be terminated. By derogation to article 1583 of the French Civil Code, the delivery of the equipment transfers the risk to the buyer, both for damage to the equipment and those caused to third parties. The return of equipment shall be done at the expense and risk of the buyer. In the event where an intervention by the buyer’s creditors occurs, particularly in the case of seizure of material or in the event of the opening of a collective procedure, the latter must immediately inform the seller, by registered letter with acknowledgment of receipt, as well as the execution creditors or the bodies involved in the insolvency proceedings. The buyer shall bear the costs resulting from the measures taken to stop this intervention and, in particular, those relating to a third-party opposition. In the event of the implementation of the Retention of Ownership Clause, the instalments paid to the seller shall be retained by the seller as damages. If the buyer must deliver the material to a carrier or a depository the latter must date and sign this document after having indicated in handwriting: “taken note of the retention of the title clause when handing over the products”. The equipment and materials remain the property of the seller until full payment is made; it is forbidden for the buyer transform or alter the equipment or materials in any way. However, as a gesture of goodwill and for the needs of their business purposes the seller authorises the buyer to resell the goods concerned, provided that the buyer pays, the entire remaining price upon resale. The corresponding amounts are now pledged in favour of the seller in accordance with Article 2071 of the French Civil Code, the purchaser becoming a simple depositary of the price.

APPLICABLE LAW AND JURISDICTION

This contract is subject to French law. For all disputes related to the execution or interpretation of these conditions, only the Commercial Court of Évry or its president shall be competent in matters of summary judgment, even in cases with a plurality of defendants.