Terms and conditions of sale

ARTICLE ONE - Scope of application

These general terms and conditions of sale apply to all sales made by SOCLEMA to the purchaser, regardless of any clauses that may appear in the customer's documents, and in particular the latter's general terms and conditions of purchase.

They remain in force indefinitely.

The present General Terms and Conditions of Sale are communicated without delay to any buyer who requests them.

ARTICLE 2 - Orders

Orders must be confirmed by the customer in writing on the basis of a commercial proposal drawn up by SOCLEMA. This confirmation will have the status of an order form.

Products are supplied at the prices mentioned in the commercial proposal sent to the customer. These prices are firm and non-revisable during the period of validity mentioned in the terms of the commercial proposal.

Unless different conditions are mentioned in the commercial proposal, payment of a deposit of 30% of the total price (including VAT) of the products ordered will be required when the order is placed. The balance of the price is payable in accordance with article 4 below. SOCLEMA will not be obliged to deliver the products if the deposit has not been paid.

No modification or cancellation of an order will be accepted after written confirmation.

ARTICLE 3 - PRICES

The products are supplied at the prices in force and mentioned in the commercial proposal sent to the Purchaser. These prices are firm and non-revisable during their period of validity, as indicated by SOCLEMA.

These prices do not include VAT, ex-works and packaging. They do not include transport, customs duties and insurance, which are the responsibility of the customer.

ARTICLE 4 - Terms of payment

The balance of the price of the equipment is payable in cash on the day the products are handed over to the carrier, as specified in SOCLEMA's commercial proposal.

In the event of late payment and payment of sums due by the Buyer beyond the above-mentioned deadline, late payment penalties calculated at the annual legal interest rate plus 10 percentage points of the amount (including VAT) shown on SOCLEMA's invoice, will be automatically due to SOCLEMA, without any formality or prior formal notice.

In addition, a fixed indemnity for collection costs, in the amount of 40 EUROS will be due, automatically and without prior notification, by the Buyer in the event of late payment. SOCLEMA reserves the right to ask the Buyer for additional compensation if the collection costs actually incurred exceed this amount, on presentation of supporting documents.

SOCLEMA reserves the right to repossess the products sold until full payment of the price has been received from the Buyer. In this case, any down payment made by the Buyer shall remain the property of SOCLEMA as a lump-sum indemnity, without prejudice to any other actions that SOCLEMA may be entitled to take against the Buyer as a result.

On the other hand, the risk of loss and deterioration will be transferred to the Purchaser upon delivery of the products ordered. The Purchaser therefore undertakes, at his own expense, to insure the products ordered, for the benefit of SOCLEMA, by an ad hoc insurance policy, until full transfer of ownership, and to justify this to SOCLEMA on delivery.

ARTICLE 5 - Deliveries

The products purchased by the Buyer will be delivered within the period mentioned in the commercial proposal sent by SOCLEMA. Under no circumstances may this time limit be considered imperative, and SOCLEMA may not be held liable to the Buyer for any delay in delivery for which it is not responsible.

Delivery will be made to the place specified in the customer's order, and the products will travel at the Buyer's risk as soon as they are handed over to the carrier, whether this handover is from the factory or from SOCLEMA's head office.

The purchaser is obliged to check the condition of the products on delivery and their conformity with the order. In the absence of reservations expressly formulated by the purchaser, by extra-judicial act or by registered letter, within 3 days of delivery, not including public holidays, the products delivered by SOCLEMA will be deemed to conform in quantity and quality to the order.

The Buyer acknowledges that it is the carrier's responsibility to make the delivery, SOCLEMA being deemed to have fulfilled its delivery obligation once it has handed over the goods sold to the carrier, who has accepted them without reservation. The Buyer therefore has no recourse against SOCLEMA in the event of non-delivery of the goods transported.

Delivery and handover of the products may take place at any other location designated by the Purchaser, subject to 72 hours' notice prior to the scheduled delivery date and at the sole expense of the Purchaser.

Similarly, in the event of special requests from the Purchaser concerning the packaging or transport conditions of the products ordered, duly accepted in writing by SOCLEMA, the related costs will be subject to specific additional invoicing.

SOCLEMA will replace, as soon as possible and at its own expense, any delivered products whose lack of conformity has been duly proven by the Purchaser.

ARTICLE 6 - Transfer of ownership - Transfer of risk

The transfer of ownership of SOCLEMA's products to the purchaser will only take place after full payment of the price by the latter, regardless of the date of delivery of said products.

However, the transfer of risks, in particular the risks of loss and deterioration of SOCLEMA's products, will take place as soon as the products are handed over to the carrier.

ARTICLE 7 - Supplier's liability - Warranty

Products delivered by SOCLEMA are covered by the manufacturer's warranty from the date of delivery, covering non-conformity of the products with the order and any latent defect resulting from a material, design or manufacturing fault affecting the products delivered and rendering them unfit for use.

This warranty and the liability of SOCLEMA are strictly limited to the replacement or reimbursement of products that do not conform or are affected by a duly proven defect.

Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Purchaser, as well as in the event of normal wear and tear or force majeure.

In order to assert his rights, the Purchaser must, under penalty of forfeiture of any action relating thereto, inform SOCLEMA, by extra-judicial act or by registered letter, of the existence of the defects within a maximum period of 8 days, not including public holidays, from their discovery.

SOCLEMA will replace or repair products or parts found to be defective under warranty. This warranty does not cover labor or travel costs.

Replacement of defective products or parts will not extend the above warranty period.

ARTICLE 8 - Disputes

ALL DISPUTES ARISING FROM CONTRACTS CONCLUDED WITH SOCLEMA, CONCERNING THEIR VALIDITY, INTERPRETATION, EXECUTION, CONSEQUENCES AND CONSEQUENCES, SHALL BE SUBMITTED TO THE LYON COMMERCIAL COURT.

ARTICLE 9 - Applicable law - Language of the contract

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting sales and purchase transactions are governed by French law.

They are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

It is expressly agreed that the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, known as the Vienna Convention, shall not apply, in accordance with Article 6 "Opt out clause" of said Convention.

ARTICLE 10 - Acceptance by the Buyer

These terms and conditions of sale are expressly approved and accepted by the Buyer, who declares and acknowledges full knowledge thereof, and hereby waives the right to rely on any contradictory document, in particular its own terms and conditions of purchase.