TECHNILIGNE, general terms of sale

GENERAL TERMS OF SALES
OF TECHNILIGNE Ltd.

1.GENERAL CLAUSE
The present general terms of sales, including a retention of title clause, apply by right to all our sales. They are systematically handed over or sent to the buyer to allow him placing an order.
Therefore, any order implies full and unrestricted approval of the present general terms of sales and the acceptance of the clause of retention of title.
The present general terms of sales prevail against all terms of purchase, unless our special written agreement.
Any contrary term stated by the buyer shall therefore, for lack of our express and written acceptance, be non-invocable to our company whatever the moment we would have been notified of it.
It is formally stipulated that any clause printed in the margin or in the text, or orders from our customers, which would be contrary to the clauses hereinafter, may not be opposed to us if it has not formed the subject of our previous and written agreement.

2.CONFIDENTIALITY
All studies, plans, drawings and documents handed over or sent by us remain our property ; they may not, therefore, be given to third parties under purpose by the buyer.

3.FORMATION OF THE CONTRACT
Any order must be placed in writing at our head office and shall only be considered as definitively accepted by us after our written acceptance. it is this acceptance which shall constitute the particular terms modifying or completing the present general terms.
When we give an estimate, it is this estimate which constitutes the particular terms modifying or completing the present general terms

4.PRICES
Our rates do not constitute an offer. They may be modified to meet the present economic situation business outlook. Our products are always invoiced according to the rate in force the day the order is placed for scheduled transactions and the day of delivery for additional intermediary orders.
Our prices are understood before tax, ex-works.

5.CREDIT TERMS
Our invoices are drawn up on the date of delivery and are to be paid at our head office as follows, unless other terms expressly provided by the particular terms :

For customers possessing an account in our books :
-at 30 days from the date of goods collection, net and with no discount. The acceptance of payment by draft does not lead to any novation or exemption to our terms of payment, or modification of the clause of assignement of jurisdiction,
Or
-cash on goods collection by cheque or bank transfer, under deduction of a 2% settlement discount, to be calculated on the amount before tax.
For customers who do not possess an account in our books as well as for customers located out of metropolitan France :
Payments are to be made cash before goods collection under deduction of a 2% settlement discount, to be calculated on the amount before tax
Under no circumstances, due payments may be suspended nor be the subject of any kind of reduction or compensation without our written agreement.

Any payment is chargeable on due sums whatever the cause, starting by the sums which payability is the most distant.
In case of doubts about the buyer's solvency, translated in particular by late payments, continuation of deliveries shall be subordinated to settlement in advance or constitution of securities.
In case of late payment, we reserve the right to suspend any delivery until settlement of due sums, or to cancel orders in process, with no damages of any appeal. Moreover, late payments lead, by right, from the day following the date of settlement mentionned on the invoice, to the payment of interests calculated at a rate equal to once and a half the rate of the legal interest (law n° 92-1442 dated 1992-12-31).
According to express agreement and unless postponement requested in time and granted in writing, failure to pay one of our invoices on exact due date or to send back an accepted draft within the allotted time shall lead to :
-immediate payability of all sums remaining due to our Company, even if they were to be paid through drafts,
-the intervention of our Legal Department,
-payability for damages and penalty clause, of a compensation equal to 10% of due sums, besides legal interests and possible legal costs

6.DELIVERY
Delivery terms scheduled in our order confirmations are only given for information and with no guarantee, and may not constitute a commitment from ourselves. In case these deadlines were not met, whatever the cause, no deduction or compensation could be claimed.
Specified deadlines are moreover suspended by right in case of any event outside our control and which consequence would be a late delivery.
In any case, the delivery within deadlines, may only be achieved if the Buyer has met his own obligations with regard us.
Unless contrary and express stipulation from us, the delivery is considered as achieved in our plant, either by direct handing over of the goods to the buyer, either by simple notification of the goods being at disposal, either by delivery to a consignor or carrier.
It is the buyer's responsability to cover the risks of transport for the goods sold, after delivery.
Notwithstanding the provisions hereinafter relative to the retention of title, the goods travel at the buyer's risks, who must make all useful arrangements to ensure their receipt, maintenance and perfect preservation and this whatever the terms of sales, means of transportation and methods of dispatching (even free or carriage/freight paid as far as ...).
The buyer commits himself to insure the goods sold for the account of who it will be for against all risks run or created from their departure from our plant. As the products remain our property until full payment of their prices, any claim for partial or total damage or loss of the products dispatched, shall be lodged in wrtiting in a registered envelope to the carrier and ourselves within forty eight hours.

7.RETENTION OF TITLE
We keep the property of products sold until effective payment of the entirety of the price in principal and accessories. In this respect, cheques and bills of exchange are only considered as payments from their actual cashing, until this date, the clause of retention of title keeps its right.
In case of lack of payment at due date, and with no other formality nor notice, the sale shall be rescinded in right to the adventage of TECHNILIGNE Ltd, subject to all damages to its advantage, in addition to the partial payments received which remain definitively acquired.
These provisions do not hinder the transfert to the buyer, on delivery, of the risks of loss or damage of the products as well as the damage they could cause.
Within the frame of a current running of his firm, the buyer may resell delivered goods, but may not pledge them, nor transfer their property on a warranty basis. In case of resale, the buyer transferts all obligations to his credit resulting from the resale to the third buyer to us.
The authorization of resale is automatically cancelled in case of default of payment, bankruptcy reorganization proceeding or liquidation subject to judicial supervision.
The buyer is not allowed to transform delivered goods, being specified that drilling and colouring are not considered as transformations.
In case delivered goods are assembled with other goods not belonging to us, we acquire the joint ownership of the new item in proportion to our rights.
In case of seizure, or of any other intervention of a third party, the buyer must immediately inform us.
In case of disagreement about the methods of restitution of the products, this last may be obtained by order in an urgent matter by the President of the competent Commercial Court where the products are stored.
The same decision shall appoint an expert to note the state of returned products and fix their value on this basis, on the day of their taking-back, the accounts of the parties shall be settled without prejudice to possible damages which could be due by the buyer in compensation of the detriment we suffer due to sales rescission.

8.CLAIMS
The buyer must control on receipt, the compliance of the delivered products with the ordered products and the absence of defects.
Any claim or reserve does not hinder the payment and must be lodged by recorded-delivery letter sent to our head office within 8 working days following the receipt of goods.
In case no claim nor reserve are lodged by the buyer on this account within the 8 working days following the receipt of goods, no further claim shall be accepted, there shall be no refunds, no exchanges of the products in pursuance of the provisions of the article 1642 of the civil code.
In case of defects or nonconformity of the delivered products with the ordered products noted by the buyer and having been the subject of a claim within the time limit mentioned in the second paragraph, we commit ourselves to replace delivered products by new products in compliance with the order, after inspection in our plant of the returned products.

9.CANCELLATION
The cancellation or suspension of an order shall only be valid with our consent and our written agreement specifying the terms of compensation of all expenses already incurred.

10.ABSENCE OF WARRANTY
Our products are exclusively sold to professionals of our industry and are not covered by any warranty, and this by express exemption to the provisions of the article 1641 of the civil code.

11.GRANT OF JURISDICTION
Any dispute relative to our sales, even in case of warranty action or multiplicity of defendants, shall depend, for lack of amicable settlement, on the exclusive jurisdiction of the Commercial Court in the competence of which stands our head office.