ARTICLE 1: OFFERS AND QUOTATIONS

We shall be bound only by our written offers which, unless otherwise specified in writing, shall be valid for 15 days. Any change to an offer shall be made by us in writing.
The characteristics and references stated in the quotations and other documents are for information only.
Any study or recommendation is provided for guidance only and shall not be binding upon us nor shall it be executional: it is the user's responsibility to verify that it takes into account the general rules applicable to that type of project and the special conditions of use.
The studies, drawings and all documents provided with the offers shall remain our property and shall be returned on request.

ARTICLE 2: ORDERS

Unless otherwise agreed by us in writing, any order placed with us shall be subject to these terms and conditions which shall be taken to override any divergent and/or conflicting terms and conditions stipulated by the purchaser.

Our standard terms and conditions of sale are based on the fact that most of the goods we offer for sale are not manufactured by us. By placing an order with us, the customer shall be deemed to accept the constraints resulting from the above and the fact that we are dependent on French or other manufacturers who may impose their own terms and conditions of sale.
No change to an order in process shall be made unless agreed by us in writing.
We reserve the right to sub-contract any order accepted by us. No commitments made by our representatives shall be valid unless confirmed in writing.
For any order, whether sent directly or through a representative, we shall be bound only by the acknowledgement of receipt, which is required in all cases.
The customer's silence within eight days of our sending the acknowledgement of receipt shall constitute acceptance of these terms and conditions.

ARTICLE 3: PRICES

Our prices are net exclusive of VAT ex-Roquevaire and, unless otherwise specified in writing, with incidental (delivery, administration, installation, commissioning, testing …) charges extra. As we raise our invoices at the price current at the time of delivery, our prices are subject to variation without prior notice, even during processing of an order with delivery in instalments, unless otherwise specified in writing .

ARTICLE 4: DELIVERY

a) The goods are consigned carriage forward.
Any increase in carriage-related costs or any other applicable duties and taxes occurring during performance of a contract shall be entirely borne by the purchaser, unless otherwise specified or forbidden by law.
The packaging of the goods, if necessary, shall be invoiced at the prices in effect and shall not be taken back.
b) The delivery dates are given as estimates only and are not guaranteed. Delay in delivery or performance of the work shall not be a ground for cancellation of the order, nor for penalties or damages of any kind, unless expressly agreed by us in writing and subject to fulfilment of the purchaser's own obligations. The goods shall be deemed to be collected from our warehouses: delivery and handling shall always be at the recipient's risk. This rule shall not be waived for any reason, even if carriage was paid on dispatch.
c) We reserve the right to make partial deliveries. The customer shall not delay payment of the corresponding invoices on the ground that the order is not complete.
d) Pursuant to article L. 133-3 of the Commercial Code, any claim in the respect of delivery shall be supported by:
•  precise reservations on the carrier's document signed by the recipient: statements such as "contingent on unpackaging" or vague reservations are of no value
•  a written claim to us within 3 days of receipt of the goods.
The customer shall take the financial and other consequences of failure to follow this procedure, especially as regards denial of cover by insurers.
e) The customer shall additionally adequately insure the goods against loss or damage while in the possession of the customer, even if the goods are loaned or sold with reservation of title.
f) All of the above applies in the same way if the customer should request delivery to any destination other than customer's warehouses or stores and/or which is in the care of a third party: customer shall specify the place of delivery and shall be solely responsible to us .

ARTICLE 5: INVOICE AND PAYMENT

Pursuant to article L 441-3 of the Commercial Code, penalties shall be due from the day after the payment date entered on the invoice if payment is made after this date without formal demand, and without prejudice to any other rights available to us. The overdue interest shall be equal to 1.5 times the legal interest rate.
If delivery of our goods is delayed through any act or omission of the purchaser, an invoice payable under the terms and conditions of sale shall be raised. We reserve the right to invoice the storage costs .
If the purchaser cancels the order of its own accord, any down payment made to the seller shall be retained by the seller as compensation, without prejudice to any other damages.
Any failure to make a payment at the due date shall cause all sums to become payable immediately.
The seller shall not be bound by an agreement concluded under an arbitration procedure unless the seller has signed this agreement.

ARTICLE 6: VAT-EXEMPTED INVOICING (FRENCH CUSTOMERS)

The customer requesting VAT-exempted invoicing for any valid reason shall supply with the order any supporting documents we will request, failing that, the invoices shall be subject to VAT. Under no circumstances shall the customer deduct VAT from any payment if the customer did not supply the requested documents. It is expressly agreed that the customer shall compensate us from any sum that would be claimed to us by the tax department during the four years following delivery because of irregularities in tax records.

ARTICLE 7: WARRANTY

Unless otherwise specified, the equipment is warranted for one year (twelve months) from the date of delivery. This warranty shall apply only to malfunctions or defects discovered during this period. It shall apply only if the equipment has been used normally. The warranty shall not apply to defects caused later than the date of despatch from the warehouse or later than the date of installation by the seller, especially in case of improper maintenance, or improper installation if not carried out by the customer. Any degradation or sign of servicing by others than us shall immediately void the warranty on the item concerned.
The warranty is limited to the replacement of parts found defective by original or equivalent parts. For parts found defective because of the customer, the replacement parts and labour shall be charged to the customer. To implement the warranty, the customer shall notify us promptly in writing of the defects found in the sold goods. The customer shall provide us with the opportunity to make the necessary assessments so that we can take remedial action.
The warranty shall apply in our workshops, shipping charges extra. If the equipment is sent for repair to the manufacturer, or to a destination specified by the manufacturer, the packaging and carriage costs to and fro shall be borne by the customer. If the repair is performed at the customer's premises, the travelling and other personnel expenses shall also be borne by the customer.
Any repair or modification during the warranty period shall not in any circumstances extend this period.
Warranty on work: any paid work performed by us is warranted for 3 months from the date of the invoice and for the same defect. The customer is supposed to test the repaired equipment as soon as it is back to the customer's premises or on completion of the work on side. Therefore this warranty shall not apply if the equipment is not used during the warranty period. To claim the benefit of our 3 months' technical warranty, it is necessary to send us a copy of the product repair invoice.

The warranty shall not apply to products found defective as a result of:

- misuse
- alterations made by others than us
nor to products the failure of which is not our responsibility.
Limitation of liability: it is expressly agreed between the parties, subject to the provisions of law No. 98-389 of 19/05/1998, that our liability for malfunction of equipment is limited to above provisions, especially in respect of latent defects and loss of use. We shall not be liable for any direct or indirect damages (including, but not limited to, loss of profits, loss of business, and loss of revenue) arising out of the use or inability to use the equipment sold or repaired. The customer shall be solely liable for the damaging consequences of equipment use by a third party .
Except as expressly provided by law, we shall not be liable to the customer, in respect of a representation or warranty, terms and conditions or other agreements, or any court order, for direct or indirect damages, losses or costs in connection with equipment that is not used by the victim for their own use and consumption.
Pursuant to the decree 78-464 of 24 March 1978, the preceding provisions are stipulated without prejudice to the legal warranty, insofar as each order is subject to it because of its scope and/or the customer's status.

ARTICLE 8: RESERVATION OF TITLE:

Title to the sold goods shall remain with the seller until the full price is paid. However, risk of any kind, including risk of damage to and loss or theft of the goods, shall pass to the customer at the time of delivery. Therefore, the customer shall take out adequate insurance to cover such risk.
If the customer is placed into receivership or liquidation, the seller shall have the right to claim title to the sold goods in accordance with the law.

ARTICLE 9: JURISDICTION

The Tribunal de Commerce of Marseilles shall have sole jurisdiction in case of dispute, even for claims under the warranty or if there are joint defendants. The acceptance of bills of exchange shall not constitute a waiver of this provision.

ARTICLE 10: SPECIAL TERMS AND CONDITIONS

Any special terms and conditions deviating from these standard terms and conditions of sale shall not be valid unless confirmed by us in writing.

ARTICLE 11:

In case of dispute about the interpretation of this document, the standard terms and conditions written in French shall take precedence.