General Conditions of Sale Valid as of March 31, 1993 (Law No. 93.122 of January 29, 1993) Article 1 – General Clause Our sales are subject to the current general conditions, which will prevail over any sales condition, unless there is formal and express derogation on our part. The act of sending us an order expresses acceptance of our general conditions listed below without limitations or conditions. Any conflicting conditions appearing in the purchase order of our customers are considered invalid, unless specially stipulated in writing by our company. Article 2 – Confidentiality The studies, plans, drawings, and documents delivered or sent by us remain our property; they may not be disclosed to any third party for any reason by the buyer nor may they be copied. Article 3 – Establishment of the Contract Our quote represents special conditions that may modify or supplement the current general conditions. In the case of an order received from a buyer, the latter will not be considered formally accepted by us until receipt of our written acceptance, which will constitutes the special conditions in this case. Article 4 – Deliveries - Transport The times are only provided for information only. Delays may not in any case justify any cancellation of an order or provide a basis for any compensation. Unless stipulated otherwise, delivery will be considered completed upon arrival at our factories or stores. If the delivery is delayed for a reason beyond our control, it will be considered completed at the agreed date. In any case, even if our prices are designated "carriage-paid", our goods are shipped at buyer's risk. It is incumbent upon the buyer, unless otherwise stipulated, to insure the cost and risks of the transport of the sold goods, subsequent to the delivery. Article 5 – Return of goods 5.1 Management of Returns Only the return of goods in stock may be taken into account. The return must take place within the month following the delivery and after agreement of our departments in response to your "request for a return." No returns will be accepted beyond this period of one month and without a delivery notice attached at the time of the remand of these goods. This return will create a credit for the value of the goods minus the restocking fees up to 5% of the sales price of the returned goods with a minimum forfeit amount of €20. 5.2 Management of inventory reductions Only the return of goods in stock can be taken into account. In the six (6) months following the sale, this return will create a credit for the value of the good minus the restocking fees up to 5% of the sales price of the returned goods with a minimum forfeit amount of €20 as well as an order for compensation for the same amount. Beyond six months, a deduction of 11% of the value of the invoice will be applied with a minimum forfeit amount of €20 as well as an order for compensation of the same amount. No request for reduction of inventory will be accepted beyond 24 months. Article 6 – Retention of Title Principle In conformance with Law No. 80.335 of May 12, 1980 The ownership of the goods mentioned in the current invoice is retained by the seller until the full payment of the price. The seller retains ownership of the sold goods until the actual full payment of the price, including both the principle and attachments. The transfer of a title creating an obligation to pay (bill of exchange or other) does not constitute payment in the sense of this section. Default on payment of any financial commitment may lead to the claim on the goods. In cases of bankruptcy or judicial liquidation, the goods held as assets must be purely and simply returned in proper sales condition without labels. The responsibility for safekeeping the goods is transferred to the customer upon delivery of the latter. These arrangements create no hindrance to the transfer to the buyer, from the time of delivery, of the risks of loss and deterioration of the sold goods as well as any damages that may occur. Article 7 – Price 7.1 Price - Terms of Payment Unless otherwise stipulated, our prices are understood to be before taxes for any non-packaged, ex-factory, discount, and discount-included material or supply and will be payable in the following ways: - By check at the time of receipt of the invoice - By promissory note (or electronic bill of exchange) at the due date - By accepted bill of exchange All of our goods and services are payable to STEENBECQUE (Nord). If the means of payment is by bill of exchange drawn on the buyer, the latter will inform us of his registered address; costs involving collection and possible failure to pay are the responsibility of the buyer. 7.2 Penalty for Late Payment - Penalties In accordance with Law No. 92.1442 of December 31, 1992 concerning payment times between companies, the following rules are stipulated: -The amount to pay, the date, and the means of payments are indicated on the invoice. The payments are drawn up to the name of SAS COLAERT. A complete payment of the order may be demanded without discount for the following: - Any client which has failed to respect a due date, - Any client that reveals itself in danger of insolvency due to the situation of the company or the business sector - In case of delay of payment or non-return of the notice sent for acceptance within a maximum period of eight (8) days, the company reserves the right to suspend execution of ongoing orders. Late penalties will be applied at the legal rate of one and half times the legal interest applicable on the day of the application of the general conditions of sale on the total amount due after the agreed time of payment. All recovery fees of late payments will be the responsibility of the debtor. - Upon default of any of the installments, the other payment installments will immediately become due, even if they been provided for by bills of exchange. Moreover, on the basis of the penalty section and in application of the legal provisions, the buyer will become accountable fifteen (15) days after the sending of a formal notice for a penalty for late payment which has remained unpaid, calculated on the total remaining sums, [with] an interest rate equal to one and one half times the legal interest rate applicable on the day of the application of the general conditions of sale. Article 8 – Warranty 8.1 Scope of the standard warranty The goods sold are guaranteed against any operating flaw resulting from a defect in material, manufacture, or design under the conditions listed below. The operating flaw must appear within a period of one year starting from the date of delivery for the use of a good listed in the order. The warranty is not valid and we are released from liability in the following circumstances: - If the defective material or design comes from the buyer, - If the operational flaw results from a modification of the good done without authorization, - If the defective operation results from the normal wear and tear of the good or from negligence or lack of maintenance on the part of the buyer, - If the defective operation results from force majeure. The material claimed to be defective will only be returned to our factory after our agreement and will reach us, carriage and packaging paid, with a letter confirming in detail the reason for the return. Concerning "bespoke" items manufactured following a plan or model provided by the client, these are done at the exclusive risk of the latter and without any warranty on our part aside from the quality of the material and the conformity to the plan or model. 8.2 Application of the Warranty In accordance with the warranty, the seller will replace those pieces recognized as defective by its technical departments. This warranty does not cover labor costs and those resulting from the following operations: dismantling, reassembly, transport to the site, etc. The replacement of the items will not result in the prolonging of the period described in Article 7.1 above. In addition, if the delivery of the good is delayed for a reason beyond the control of the seller, the starting date of the warranty will be delayed for a period of up to 3 months. 8.3 Limitation on Liability By agreement expressed between the parties, the seller's liability resulting from an operational flaw of a good is limited by previous provisions concerning specifically hidden flaws and intangible damages. Article 9 – Avoidance clause by full rights In case of one party's failure to meet its obligations, the current contract will be settled with full rights to the benefit of the other party without negating any possible claim for damages against the failing party. The resolution will take effect fifteen (15) days after failure to respond to a formal notice. Article 10 – Dispute Resolution Determination of the national jurisdiction In case of disagreement concerning the execution of the sales contract or price payment as well as the interpretation of the execution of the clauses and conditions shown above, the French District Court of Hazebrouck (Tribunal de Grande Instance d'Hazebrouck) will have exclusive jurisdiction, even in the case of recourse to a warranty or the existence of multiple defendants.
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