General terms and conditions of sale

1. Scope of application

The present general terms and conditions of sale are exclusively applicable to any offer or order of products and services marketed by EASYFLAT. The placing of any order for EASYFLAT products or services by a customer or distributor implies the latter’s unreserved acceptance of the present general terms and conditions of sale.

2. Orders

Orders received are final only after written acceptance by EASYFLAT and payment by the customer or reseller of the full amount of any order. Orders transmitted by resellers are only binding on EASYFLAT after written confirmation by the latter.

Any change in the quantity or quality of an order may only be made with the written agreement of EASYFLAT.

No cancellation of an order will be accepted without the written agreement of EASYFLAT.

In the event of delay in receiving material, the customer must notify EASYFLAT at least 15 days before the scheduled delivery date, and will be responsible for any resulting additional costs.

EASYFLAT may refuse all or part of an order if it exceeds its production capacity and/or prevents it from satisfying the requirements of all its other customers, without being held liable in any way.

EASYFLAT also reserves the right not to accept one or more orders when it considers that the customer’s solvency guarantees suggest a partial or total failure to pay and/or when the order comes from a customer with whom it has had one or more payment incidents.

The customer undertakes to supply with the order all precise and complete information and documents (nature of the applications, drawings, etc.) required to carry out the service ordered.

3. Delivery

Delivery is made either by direct handover to the customer, or by simple notice of availability, or by delivery in the factories of EASYFLAT to a carrier designated by the customer or, in the absence of such designation, chosen by EASYFLAT.

Delivery times are given as an indication only.

The buyer may not invoke any delays to cancel the order and/or claim damages.

All transport, insurance, customs, handling and delivery operations are at the expense and risk of the purchaser, who is responsible for checking shipments on arrival and, if necessary, taking recourse against the carriers, even if the shipment has been made carriage paid. In the case of shipment by the seller, shipment is made carriage forward or paid, at the lowest rates, unless the buyer expressly requests otherwise, and in all cases under the buyer’s full responsibility.

The unloading of products at the place of delivery is carried out exclusively under the buyer’s responsibility and using its own handling equipment.

The purchaser undertakes to accept delivery of the products at the place and date indicated by EASYFLAT. If it fails to do so, delivery with all its effects will be deemed to have taken place on this date.

The seller is released, ipso jure, from any commitment relating to delivery times if the payment conditions have not been observed by the purchaser or in the event of force majeure or events such as: lock-out, strike, epidemic, war, requisition, fire, flood, tooling accidents, scrapping of important parts during manufacture, interruption or delay in transport or any other cause leading to total or partial unemployment for the seller or its suppliers. The seller will keep the buyer informed, in a timely manner, of any such cases or events. In the event of force majeure leading to total or partial unemployment or disorganisation of the factories from which the products ordered by EASYFLAT originate, EASYFLAT is released from its obligation to supply the products whose manufacture has been suspended.

Any receipt of products before shipment, if provided for in the order, implies unreserved acceptance of the products concerned and triggers payment of the sums stipulated in the terms of payment.

4. Terms of payment

The invoice is issued on the date the equipment is made available.

Invoices are payable to EASYFLAT in accordance with the terms of payment stipulated on the invoice.

In the absence of specific contractual provisions, payment is due on receipt of invoice.

No discount is granted for cash payment or early payment.

Down payments are always payable in cash.

Payment terms cannot be delayed for any reason whatsoever, even in the event of a dispute. It is expressly agreed that malfunctions or repairs to the product shall in no way constitute grounds for non-payment or late payment of sums due by the purchaser.

In the case of deferred or forward payment, payment within the meaning of this clause is not the mere delivery of a bill of exchange or cheque implying an obligation to pay, but actual payment on the agreed due date.

The contract will be terminated automatically if either party fails to meet its obligations within 8 days of formal notice sent by registered letter with acknowledgement of receipt.

In the event of late payment by the due date, interest will automatically be charged on the sums due at the Banque de France rate for advances, plus 3 points, without this clause affecting the enforceability of the debt.

Flat-rate compensation for collection costs in the event of late payment: 40 euros.

5. Reservation of title

In accordance with French law no. 80.335 of 12 May 1980, EASYFLAT remains the owner of the goods delivered until full payment has been received.

Nevertheless, from the time of delivery, the buyer assumes the risk of loss or deterioration of these goods, as well as responsibility for any damage they may cause.

Failure to pay by the due date may result in reclamation of the goods. Any deposits paid will be retained by the seller as compensation.

6. Guarantee

The seller guarantees the parts and goods supplied and sold on its behalf against any manufacturing defect. The seller’s guarantee is strictly limited to its supplies. The seller undertakes to replace any defective parts or goods in its workshops at its own expense.

Except in the case of special contractual conditions, the normal guarantee period is 12 months. In the event of a guarantee conflict, only the specific contractual guarantee conditions will be accepted and taken into account.

Exercise of the guarantee is subject to an explicit written request from the customer, made within the guaranty period, and to the return of the defective supply, carriage paid.

The guarantee does not cover labour costs (except by special agreement), nor those resulting from disassembly, reassembly, transport and packaging operations.

The guarantee is excluded for any damage resulting from force majeure, normal wear and tear, inappropriate use, as well as for any damage due to accidents, negligence, incorrect assembly, repairs carried out by the customer or a third party, or resulting from storage conditions incompatible with the nature of the products, or if the conditions of use set out in the manufacturer’s instructions have not been respected or have not been carried out according to the rules of the trade.

EASYFLAT cannot be held responsible for accidents or incidents resulting from faulty assembly or misuse of its products.

7. Intellectual property rights

EASYFLAT retains all intellectual property rights to its processes, projects, studies and documents of all kinds. The customer undertakes to respect all of EASYFLAT’s intellectual property rights, of which he or she declares that he or she is aware. The customer shall not reproduce or arrange for the reproduction, in whole or in part, patents, trademarks, designs and models, or any other industrial property rights of which EASYFLAT is the owner or licensee, and/or transmit to third parties any information of any kind whatsoever permitting the total or partial reproduction of said rights.

8. Privacy

Without this list being restrictive, the customer undertakes to treat as strictly confidential all commercial, technical, financial or legal information relating to EASYFLAT and of which he or she may become aware during the preliminary studies or the performance of the sales contract. Failure to comply with this clause may result in termination of the commercial relationship, without prejudice to any damages.

9. Miscellaneous provisions

The fact that EASYFLAT does not take advantage at a given time of any of the stipulations of the present General Terms and Conditions of Sale may not be interpreted as a waiver of the right to take advantage of the said conditions at a later date.

For any element not taken into account in the present General Terms and Conditions of Sale, the “Intersyndicales” General Terms and Conditions of Sale of the “Fédération des Industries Mécaniques et Transformatrices des Métaux” will be applied.

10. Jurisdiction – Applicable law

By express agreement and for any dispute between the parties, whatever its origin and nature, exclusive jurisdiction is granted to the Court of Lyon, even in the case of multiple defendants.

All relations between the parties are governed solely by French law. In the event of translation of the present contract into another language, only the French text shall be authentic.

These conditions of sale take effect on 1 April 2008.

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