General Terms and Conditions of Sale

GENERAL POINTS
1 -These terms and conditions shall apply to all orders received from our customers.
2 - BY THE SIMPLE ACT OF PLACING ORDERS WITH US, OUR CUSTOMERS
ACCEPT OUR GENERAL TERMS AND CONDITIONS OF SALE,
NOTWITHSTANDING ANY CLAUSE TO THE CONTRARY APPEARING ON THEIR
PURCHASING DOCUMENTS. NO SPECIAL CONDITIONS MAY TAKE PRECEDENCE
OVER THESE GENERAL TERMS AND CONDITIONS OF SALE WITHOUT FORMAL,
WRITTEN CONSENT FROM THE VENDOR.
3 - When authorizations or procedures, particularly for importing or currency control, are
required for import into the destination country or for payment for our products, the purchaser
shall be solely responsible for obtaining or performing such authorizations or procedures in
due time. Any taxes, fees, duties or other amounts payable in application of French
regulations or those of a country of import or transit shall be borne by the purchaser.
4 - Products are sold firm and shall not be taken back or exchanged.
5 - It is prohibited to alter or adulterate, in full or in part, the markings, numbers, or
consistency of the products or the special packaging as they exist at the time of delivery or to
use products and packaging that have undergone alteration or adulteration if not for the
purpose of affixing notices required by the destination country.

ORDERS
6 - Orders shall only be final when they have been confirmed by an acknowledgement of
order.
7 - The minimum allowable amount for any order shall be 100 euros. Any order for a lesser
amount, accepted by us by exception, shall result in an additional fee of 25 euros to cover
administrative expenses.

PRICE
8 - Products shall be provided at the price in effect in our price lists when the order is placed.
The prices are net, ex warehouse, packaging including, except for special packaging which
will invoiced. All of our offered prices shall remain valid one month from the date of
establishment; the vendor shall therefore not be bound by these offers beyond this period of
time. In the event of late payment, the vendor may suspend all outstanding orders, without
prejudice to any other course of action. Any unpaid amount on the due date printed on the
invoice shall result in the application of penalties calculated at the bank prime rate plus five
points starting from the first day after the due date. These penalties shall be payable upon
request by the vendor. In the event of non-payment within forty-eight hours of the delivery of
a formal notice to which no response has been given, the sale shall be automatically cancelled
should the vendor choose to do so. The vendor shall then be entitled to demand, by way of
injunction, the return of the products, without prejudice to any other possible damages. The
ruling shall apply not only to the order in progress, but also to any previously unpaid orders,
regardless of whether they have already been delivered and regardless of whether the payment
thereof has fallen due. Failure to return a commercial instrument shall be considered a refusal
to accept, which may be considered a default of payment. In the case of periodic payments,
the non-payment of a single installment shall render the entire outstanding debt payable,
without any formal demand. In all of these cases, all amounts remaining due would become
immediately payable.
9 - We may offset amounts that we owe to our purchasers and amounts for which they
themselves are debtors.
10 -WE SHALL RETAIN FULL OWNERSHIP OF THE PRODUCTS UNTIL THE
AMOUNT OF THE SALES PRICE IS RECEIVED IN FULL. WE RESERVE THE RIGHT
TO CLAIM THE PRODUCTS IN CASE OF NON-PAYMENT OF A SINGLE
INSTALMENT; THE PURCHASER UNDERTAKES TO RETURN THEM TO US UPON
OUR FIRST REQUEST AT THE EXPENSE OF THE PURCHASER. THESE
CONDITIONS DO NOT ABSOLVE THE PURCHASER FROM ASSUMING, FROM THE
MOMENT OF DELIVERY OF THE PRODUCTS, FULL RESPONSABILITY FOR RISKS
OF LOSS OR DETERIORATION OF GOODS SUBJECT TO RESERVATION OF
OWNERSHIP, AS WELL AS DAMAGES THAT THEY MAY PRODUCE. IN THE
EVENT OF TRANSFORMATION OR MODIFICATION OF THE PRODUCTS, THE
PURCHASER UNDERTAKES TO PAY THE VENDOR IMMIDIATELY FOR THE
BALANCE REMAINING DUE ON THE PRICE; OTHERWISE, THE PURCHASER
SHALL EXPRESSLY TRANSFER OWNERSHIP OF GOODS RESULTING FROM THE
TRANSFORMATION TO THE VENDOR, AS GUARANTEE OF THE ORIGINAL
RECEIVABLE OF SAID VENDOR.

DELIVERY
11 - Unless otherwise stipulated in the acceptance of the order, the products are sold “ex
warehouse”, with the purchaser incurring all expenses for transport, insurance, custom, taxes,
and fees, as well as the risks once the products leave the warehouse..
12 - The purchaser must pursue all possible resources against the transporter in case of
missing items, damages, delays, etc. and make all arrangements and perform all procedures
that prove to be necessary within the required time periods. In particular, any reservation upon
receipt of our products must be communicated to us within 24 hours following the delivery.

DELIVERY TIMEFRAMES
13 - The delivery timeframes are indicated as precisely as possible; however, they are based
on the capabilities of the vendor.
14 - Deliveries made later than expected shall not constitute grounds for damages, interest, or
cancellation of outstanding orders. However, if the product is not delivered for any reason
other than “force majeure” three months after the delivery of a formal demand to which no
response has been given, the sale may be terminated ate the request of either party; the
purchaser may obtain a refund of the deposit, except for indemnity or damages.

QUANTITY AND QUALITY
15 - All orders are subject to variation based on their size, not to exceed +/-10%. Unless
otherwise stipulated, the orders are manufactured with tolerances for common use and
without any concern for specials uses for which the purchaser intends to use them. With the
exception of clinching products, the standard packaging is not broken down. When the order
does not involve a multiple of a standard quantity; the vendor reserves the right to round the
delivered quantity to the next highest multiple quantity of the standard. Products are tested
only upon express request from the purchaser, following its directions and at its expense.

CANCELLATIONS
16 - Contracts and orders may not be cancelled without our consent. If the shipment is
delayed according to the will of the purchaser, the payment period shall run from the day on
which the product is ready for shipment.

LIABILITY
17 - All of our products are verified by us before shipment. The purchaser must, however,
examine the delivered articles upon receipt. All items provided by our company that are found
to be defective or non-compliant shall be replaced at no charge, provided that our company is
alerted by mail within a week following receipt and the purchaser provides a sample. No
return shall be accepted without prior authorization from our company. The liability of our
company shall be limited to the replacement of defective items, without any direct or indirect
indemnity or damages. In any case, the liability of the vendor may not extend to physical
injuries or material damages resulting from a misuse of these products.

GUARANTEE ON MACHINES
18 - Our machines are guaranteed free of material or manufacturing defects for six months;
this contractual guarantee starts on the day of the delivery of these machines, unless otherwise
specified.
19 - The vendor guarantee is limited to the repair or replacement, at the choice of the vendor,
of machines found to be defective by the vendor, without any indemnity for any reason
whatsoever, particularly for losses and damages of any kind that could result from the use of
the machines.
20 - The vendor may not be held liable for any damage arising from abnormal use or normal
wear and tear of machines or products or an assembly that does not abide by the instructions
of the vendor.
21 - No machine may be returned without our prior consent, and the purchaser shall be
responsible for shipping.
22 - Repairs, modifications, or replacements made under the guarantee may not result in an
extension of the term of guarantee.

FORCE MAJEURE
23 - Events reasonably escaping our control, particularly strikes, lock-outs, equipment
mishaps, supply disruptions, or fires, which may be the reason for non-delivery or late or
defective delivery, shall constitute cases of force majeure.

LITIGATION
24 - The sales governed by these terms and conditions are subject to French law; any
unresolved dispute shall be brought before the courts of Hauts-de-Seine having jurisdiction
regardless of the delivery location, even in the case of third party proceedings against the
guarantor or multiple defendants, notwithstanding any clause to the contrary. We reserve the
right to choose the jurisduction for any measur of protection that we woud be led to take.