General Terms of Sale for Professionals

All our trade agreements are governed by French law. According to articles L 441-1 and the following articles of the French Code du Commerce, the general terms of sale stated below apply to all transactions carried out by the Company in the absence of a specific contract expressively stipulating the points on which the Company accepts a concession. The placing of an order binds the Customer to these conditions in spite of any reserves or requirements which could be attached to the order

ORDERS

Our Company commits itself to all orders received or transmitted through our agents or representatives only after a written acknowledgement. No order can be cancelled in less than 30 days before requested delivery date and will allow a commercial. Our minimum invoicing amount accepted is 200 euros (excluding VAT).

PRICES

Unless otherwise stated, all our prices are quoted in Euros excl. VAT.

CARRIAGE

Our goods always travel at the risk of the purchaser whatever the method of transport used and even in the case of DDP or DDU sale.

According to articles L133-1 and following articles ot the French Commercial Code, it is of the responsibility of the consignee to inspect the goods on their arrival, to state and confirm to the transporter all the reserves for the damage incurred in transit and to take all recourse.

LEADTIME

The stipulated lead times are given in good faith only as an indication, and will be respected if reasonably possible.

Any eventual delay does not entitle the Customer to cancel the order, to reject the goods or to claim any compensation including any event of force majeure.

CLAIMS - REJECT - GUARANTIES

For all completed deliveries, the client is obliged to return a signed copy of the delivery document.

a) To be valid, all claims regarding the quality or the quantity of the goods must be stated in writing within 30 days after receipt of goods and the inspection will be held only on goods still in their delivery state-ie non transformed or used.

b) Goods are to be returned at the expense of the Customer. We decline all liability to the customer in case of any loss or damage incurred in return of goods.

c) In case of defected goods, our responsibility is limited to the replacement of faulty goods without compensation or indemnities.

DEPOSITED MATTER (TOOLING, MATERIAL...)

In case of loss, damage or destruction of any matter (tooling, material etc...) deposited by a third party in our company, our responsibility is limited to the amount of our work carried out on the aforesaid matter and this without compensation or indemnities.

CARE, CUSTODY AND CONTROL INSURANCE

The Principal will insure against the hereafter listed risks, its goods entrusted with our Company, acting as a ”maker”. The present clause is limited to the sole following risks :

FIRE-EXPLOSION-LIGHTENING AND RISKS defined such as :

Tempests, hurricanes, cyclones, hail and snow on roofs,
Smoke,
Falling aircraft, sonic boom,
Vehicle impact,
Water damage,
Vandalism, malicious mischief, riots and civil commotion, terrorism and sabotage, ”attentats”.
Toxic substances.

Therefore, the Principal waives any recourse which he would be entitled to make against our Company in furtherance of an abovementioned loss. By way of reciprocity, the ”maker” waives any recourse against his Principal for any loss affecting his own property, caused by the goods, subject matter of the present clause. Each party commits itself to inform its insurers of the existence of this present clause and obtain that a reciprocal waiver of recourse clause is included in their respective insurance policy.

MODIFICATIONS

After 8 days from dispatch of our written confirmation, the order cannot be amended without an alteration of the initial conditions.

PAYMENT TERMS

a) Please refer to our general sales conditions stated with the written quotation corresponding to the order. Without specific comment, and in accordance with French law, our terms of payment are either 45 days end of month date of invoice or 60 days net date of invoice.

b) Unless otherwise stated, our sales are to be paid into our head office bank account.

c) Our Company reserves the right, at any moment, to reduce the payment terms and to
request all information or guarantees which it deems necessary in the following cases :

New Customer,
Where the financial situation of the Customer seems to be at risk.

Failure to disclose such information will allow us to cancel all or part of the order.

d) If the buyer’s credit rating deteriorates, we reserve the right, even after having delivered an order in part, to demand guarantees from the buyer that we consider appropriate and in keeping with the successful execution of the undertakings. Refusal to satisfy such guarantees gives us the right to cancel all or part of the business.

e) All payments, including overdue, will be subject to an additional charge equal to three times the egal interest rate applicable for that same year and in addition a debt recovery fee of forty euros (40 €) as stated in article D. 441-5 of the French commercial code.

f)In case of partial shipment, the non delivered balance cannot be accepted as a reason to delay payment of the already delivered quantity.

TRANSFER OF TITLE

a) In accordance with article 2367 of the civil code the Seller will retain Title of the goods until they have been completely paid by the Customer at the agreed price.

b) In case of non payment, the Seller reserves the right to reclaim the goods back anywhere at the clients cost and risk without notice or indemnification.

c) The seller has right of title to the goods until they are paid for in full. The risks are borne by the buyer. Payments may be kept to cover potential losses at resale. Our right to claim is over the goods as well as their prices if they are resold or used.

REEXPORTATION FROM USA

If the goods or technologies object of the order were exported from USA, all re-exportation must be done in accordance with the American exportation regulation. Any contrary deviation with the American law is prohibited.

DISPUTE

In case of claim or dispute, only the commerce tribunal of the head office of our Company will be competent even in case of plurality of defenders.

CUSTOMER SPECIFIC REQUIREMENTS (CSR)

The dissemination of customer specific requirements (CSR type) is the responsibility of the customer, who is responsible for the up-to-date dissemination of each new evolution.

GENERAL PURCHASING TERMS

All our trade agreements are governed by French law. The purchasing terms are those stipulated on this order. If we do not receive you order acknowledgement within 10 days, the terms stipulated on the order are considered as accepted.

These terms cancel any sales clause which may be printed or handwritten on our supplier's letters or invoices.

LEAD TIME

The stated delivery dates are mandatory and if they cannot met, we will be entitled to cancel the order totally or partially.

DELIVERY

Any delivery without the proper delivery documents stating the order number(s), reference number(s) and quantity delivered will be refused.

PAYMENT TERMS

a) After receipt of original and 1 duplicate of invoice and without explicit agreement, our terms of payment are 60 days net date of invoice tranfert.

b) Payment of invoices is permitted only after acceptance of the goods by our company and receipt of all specific documents requested with the order.

c) In case of anomaly of goods officially stated by ourselves, payment of the invoices starts from the real date of acceptance by our company.