Terms and Conditions of Sale

These general terms and conditions of sale apply in their entirety to all our sales and services without distinction, notwithstanding any stipulations, conditions, or commercial documents of any kind whatsoever.
Acceptance of these general terms and conditions of sale without reservation or exception therefore constitutes an essential and decisive factor in our acceptance and fulfillment of the Customer's orders. By placing an order or taking delivery, the Customer automatically waives the application of any previous document or agreement, any other clause and condition of any kind whatsoever, and in particular its general terms and conditions of purchase, unless expressly accepted in writing. The language of our relations with our customers is French. Only documents in this language are authentic.

Orders
Orders placed with us or sent to us only become final once they have been acknowledged or after tacit acceptance resulting from the start of their execution. In the event of a quote being provided, the order will only become final after express acceptance by the Customer.
It is the Customer's responsibility to check the specifications, quantities, and dimensions of the products they order, as well as their description and reference number. In the event of a dispute, only the reference number shall be considered valid.
Any cancellation of an order, whether total or partial, and any request for modification without our prior and express agreement will result in the invoicing of the full value of the initial order as damages, unless we prefer to enforce the execution of the said order.
Any order that has been the subject of a quote or that requires special manufacturing cannot be canceled or modified under any circumstances and will be invoiced in full, even if the customer refuses to take delivery. Acceptance of orders may be subject to a minimum number of products or services or to advance payment of all or part of the order. We reserve the right to refuse any order that is abnormal in nature or that reflects a request that is disproportionate to the Customer's needs or financial capabilities.The Customer acknowledges our right to make any modifications to our models, products, and services that we deem appropriate or that are justified by production requirements, without any obligation to apply these modifications to models or products that have been delivered or are on order, and without the Customer being able to hold us liable for any reason whatsoever.
When the Customer cannot provide sufficient credit or when we consider that their credit has deteriorated, in the event of collective or similar proceedings, such as in the event of a payment incident, we reserve the right to demand full or partial payment in advance of the order or before factory release, and even after partial delivery. Failing this, we are authorized to cancel all or part of the orders in progress without the customer being able to claim any damages.

Standards
Our products, manufacturing processes, and materials comply with current general standards. Unless specific requirements are expressly mentioned when placing orders or accepting our quotes, the tolerances customary in the industry apply to our products and manufacturing processes.
Our catalog, which is the sole authoritative source, describes in greater detail the specific features, technical characteristics of manufacturing and use, as well as the qualities of standard products and services.
We reserve the right to make any changes to these models, our products and our services that we deem appropriate or that are justified by production requirements, without any obligation to apply these changes to models or products that have been delivered or are on order.
We reserve the right to discontinue the sale of any model or the performance of any service at any time, without being held liable in any way whatsoever.The Customer expressly undertakes to inform us of any specific standards or particular constraints that may apply to the product, manufacture, and services it orders, based on the use it intends to make of them or the purpose for which it intends to use them. If these details are not expressly and clearly mentioned in the order or specifications sent to us, our quotes are based on our standard products and our services are performed in accordance with standard norms, which is expressly accepted by the Customer. The Customer also undertakes to inform us of any changes that may occur after the sale and that may in any way affect us in the use of the products or materials sold or manufactured.
Finally, the Customer undertakes to inform us of any problems of any kind (incidents, accidents, complaints, etc.) relating to, among other things, the implementation, use, standards, and changes in standards of which it may become aware before or after the sale.

Prices
Prices correspond to the rates and conditions in effect on the date of the order and do not include taxes, packaging, or shipping costs. By placing an order, the Customer acknowledges that they have been informed of these rates, which may have been communicated to them by any means (flyer, catalog, advertisement, mail, fax, email, telephone, etc.). In the event of a dispute, it shall be the Customer's responsibility to prove that we refused to communicate them. Where applicable, prices are only valid for the period specified in the commercial offer, the order confirmation, or the special conditions. Unless otherwise expressly agreed, all our prices are for goods or subcontracted products, taken from our factories or ex works.
In the event of changes in economic data, we reserve the right to revise our prices, with the Customer being entitled to refuse this change and cancel their order within 48 hours of the new price being specified, at no cost to them and without being able to claim any compensation.

Payment
Our invoices are payable within 30 days unless otherwise stated Our invoices are payable within 30 days unless otherwise stated in our offers. They are payable at our head office regardless of the method of payment, place, and method of delivery. Full payment or a deposit may be required at the time of order and systematically when a customer account is opened.
In accordance with Law No. 92.1442 of December 31, 1992, any delay in payment shall automatically result, from the due date and without prior notice, in the payment of late payment penalties amounting to 0.50% per 10 days of delay, without prejudice to the penalty clause provided for below , as well as the application of a fixed compensation for recovery costs in the amount of 40 euros (European Directive 2011/7 of February 16, 2011, Law 2012-387 of March 22, 2012, and Decree 2012-1115 of October 2, 2012). No discount is granted for early payment.
In the event of payment by draft, these must be returned and accepted within two weeks of their dispatch. Failing this, we reserve the right to file a protest in the event of non-acceptance.
Failure to pay a single invoice by the due date or delay in accepting bills of exchange shall render all other invoices immediately payable, automatically and without formal notice, even if they are subject to outstanding bills of exchange, as well as all orders, even those currently being fulfilled.Furthermore, we also reserve the right to suspend or cancel orders in progress without prejudice to any other remedy in the event of non-acceptance of drafts or failure to pay.
When we consider that the Customer's creditworthiness has deteriorated, we reserve the right, even after partial delivery of an order, to require the Customer to provide guarantees that we deem appropriate for the proper performance of the commitments made. Refusal to comply gives us the right to cancel all or part of the contract.
In the event of non-payment by the due date of any sum owed by the Customer or the principal, the materials or equipment in our possession on that date shall become the property of our company, regardless of the reasons for the delivery of said materials or equipment (subcontracting, manufacturing order, etc.) and whether or not there is a connection between the delivery of the latter and the unpaid sum.A dispute or difficulty, even if acknowledged by us, concerning part of the goods or services invoiced does not entitle the Customer to withhold payment of the entire amount of that invoice or of invoices relating to other orders.
On the contrary, the Customer undertakes to pay the invoiced amount when due, less, where applicable and with our express agreement, the amount in dispute.
All collection costs (bank charges, protest fees, stamps, legal costs, etc.) shall be borne by the Customer.
Similarly, sums recovered through litigation, amicable or judicial means, shall be increased in accordance with the provisions of Articles 1152 and 1226 of the Civil Code by an indemnity equal to 15% of their amount, unless we seek compensation for the entire loss suffered.

Delivery times
Our sales and services are concluded subject to manufacturing, supply, and transport availability; delivery times are provided for informational purposes only.
Any event beyond our control (force majeure, epidemics, lockouts, strikes, third-party actions, supply difficulties, transport difficulties, etc.) or the occurrence of any fact or event preventing, delaying, or even simply making our commitments more costly or impossible to fulfill shall constitute grounds for suspension or termination of our obligations without giving rise to damages. By express agreement, all such events shall be considered by the parties to be cases of force majeure.
In the event that the force majeure or similar event persists after a period of two months, both we and the Customer may cancel the order outright without the other party being entitled to claim any compensation.
Failure to ship on time or delays shall not give rise to compensation and shall not affect subsequent deliveries.Similarly, no termination may be requested by the Customer unless preceded by a formal notice sent by registered letter with acknowledgment of receipt notifying us of the obligation to fulfill the order within one month. In any event, said formal notice may not be validly issued before the expiration of a period of one month from the scheduled delivery date.

Delivery
For the shipment of products or orders, as well as for the receipt of products or materials, we act as the Customer's agent in relation to carriers and freight forwarders. If this status is not mentioned on the waybills or transport documents, the Customer agrees that we may expressly mention it.
Unless expressly agreed in writing, orders are delivered ex works or ex warehouse or made available at our factories or warehouses.
The transfer of risk therefore takes place at the delivery point defined in the above paragraph, notwithstanding the retention of title clause agreed elsewhere between the parties.
We expressly reserve the right, which is expressly accepted by the Customer, to make partial deliveries, with an invoice being issued for such partial delivery, the Customer being liable for payment only in proportion to the products ordered but partially delivered.
We take particular care during delivery to check the quantities and quality of the products or goods delivered, as well as their packaging. The products delivered are accompanied by delivery notes and, where applicable, the relevant legal documents.Upon receipt of shipments, it is the Customer's responsibility to check that no packages are missing and that there is no damage to the goods or missing items; if this is not the case, the Customer or the recipient must notify the carrier of any reservations or complaints in the legal form and within the legal time limits, under full exclusion of warranty in the event of damage or shortage, by sending us a copy of the complaint. The same obligations apply when we deliver by our own means.
Without prejudice to the measures to be taken vis-à-vis the carrier, complaints about apparent defects or non-conformity of the products delivered with the products ordered or the delivery note must be made in writing within eight days of delivery and, in any event, before any use. These complaints will only be taken into account if they are not attributable to transport, loading or unloading, or storage.Returns of goods or materials must be agreed to by us in advance. Any goods or materials returned with postage due will be systematically refused and will not be eligible for a credit note.
The Customer's refusal to take delivery of complete or partial orders allows us to proceed with or arrange for the storage of the products under the conditions we deem most appropriate, with storage being at the Customer's expense and risk.
The products are delivered packaged in the manner we deem most appropriate.

Retention of title
The equipment or goods delivered remain our property without exception or reservation until full and final payment of the principal and ancillary costs, including any late payment interest. Partial payments will be applied to the oldest sales.
However, responsibility for the equipment or goods and their storage is transferred to the Customer upon delivery, who must insure them at their own expense and provide for our subrogation in all their rights. Where applicable, delivery may be subject to the provision of proof of such insurance.
The Customer shall ensure that our supplies can always be identified.
In the event of non-payment on the due date of any sum due under the sales contract, or in the event of non-performance of any of the Customer's commitments, the sales contract shall be terminated automatically eight days after a simple formal notice by registered letter has remained without effect, and we may take back the equipment or goods without further formalities.This clause shall apply immediately in the event of collective proceedings.
In all cases, the Customer shall be liable for damages and, in any event, the sums and deposits paid shall remain our property, if necessary, as additional damages.
The Customer shall be required to oppose by all legal means any claims that third parties may assert on the goods sold by way of seizure, confiscation, equivalent proceedings, or any action of appropriation.
The Customer is only authorized to resell or use the products or goods, whether processed or not, on our behalf and hereby assigns to us any claims arising from the resale of the materials or goods, whether processed or not, up to the amount of the sums owed to us.

Warranty
Products are checked in our factories for both quality and quantity before shipment. We pay particular attention to their packaging.
Unless otherwise stated in our catalogs, we are only bound by the terms and conditions of the legal warranty.
For products and materials that are not designed or manufactured by us, our warranty is limited to that offered by the manufacturer.
We only guarantee that the products comply with our specifications or with the manufacturing specifications specified in our quotation when this has been expressly confirmed.
Our warranty is, by express agreement, limited to the supply of products that have not been delivered or have been delivered in insufficient quality, or to the replacement of products with defects or hidden faults, excluding labor costs, in particular installation and removal costs, return costs, and packaging costs.
It shall not give rise to the return of products or materials, to a refund, even partial, or to compensation of any kind whatsoever.Our warranty never covers defects that may affect materials, products, and equipment subcontracted to third parties, as the principal remains liable to both third parties and ourselves for any damage caused by its goods.
The Customer or principal may only demand this supply or replacement and expressly waives any other action against us, in particular for damages.
In any event, our warranty shall cease to apply if the products have been used abnormally or in the event of poor maintenance or improper installation that does not comply with best practices, DTU standards, or our instructions.
Our warranty shall never apply if the customer or principal has not informed us of the specific standards or particular constraints that apply to the product.

Intellectual property
We claim intellectual and material ownership of our products, manufacturing processes, services, and any documents, documentation, studies, formulations, specification sheets, sample types, etc., whether or not protected under intellectual property legislation (trademarks, patents, models, designs, software, know-how, etc.) manufactured, established, or delivered, either free of charge or for a fee, to a third party, whether or not they are a potential buyer. Documents are always provided on a temporary basis. They may not be used for purposes other than those for which they were provided, nor may they be reproduced or communicated to third parties without our express written consent.
The sale of our products does not authorize the Customer to use our trademarks or other intellectual property rights.
Factory assemblies and tools intended for the execution of special or non-special manufacturing remain our intellectual and material property even if a contribution was requested from the Customer at the time of placing their order.
Placing an order expressly and irrevocably constitutes acceptance that this clause prevails over any other clause, condition, or stipulation to the contrary contained in the Customer's documents, and in particular in its general terms and conditions of purchase.

Disputes
Our sales and services are governed solely by French law, to the exclusion of any other legal system and any international convention or agreement.
In the absence of an amicable settlement within one month of their occurrence, all disputes arising from our sales and services, in particular with regard to their formation or execution, shall fall within the exclusive jurisdiction of the Commercial Court of our registered office, to which the parties to the sale assign exclusive jurisdiction, even in the event of multiple defendants, third-party proceedings, or warranty claims. French law shall apply, to the exclusion of any other legal system and any international convention or agreement. In the absence of an amicable settlement within one month of their occurrence, all disputes arising from our sales and services, in particular with regard to their formation or execution, shall fall within the exclusive jurisdiction of the Commercial Court of our registered office, to which the parties to the sale assign exclusive jurisdiction, even in the event of multiple defendants, third-party proceedings or warranty claims.