General terms and conditions of sale

1. ACCEPTANCE OF OUR CONDITIONS AND FORMATION OF THE CONTRACT

Any buyer, by placing an order, is deemed to be aware of and to accept without reservation our general conditions of sale listed below and given to the recommended buyer beforehand. Thus, any first order is subject to the buyer’s express acceptance of our general terms and conditions of sale. Our general terms and conditions of sale set out below are deemed to be accepted by our purchasers, even in the event that they are in contradiction with their own general or special terms and conditions; we therefore formally decline any clause appearing on any document of our purchasers, ours always prevailing. Our offers are conditional, the contract being perfect only after our written confirmation, by letter, fax or telex, within fifteen days of the orders received.

2. QUALITY, DIMENSIONS, WEIGHT, TOLERANCES

Unless otherwise agreed, offers and commitments always refer to the quality of the ordinary goods. We reserve the customary tolerances on the specified dimensions – the weights specified in the orders are approximate and subject to a tolerance of 10%. Only the weights taken at the time of dispatch are valid for invoicing purposes. The number of loads is mentioned in the invoice only as an indication and without any commitment on our part, only the total weight being valid.

3. 3. DELIVERY DEADLINES, FORCE MAJEURE, UNFORESEEN CIRCUMSTANCES

Unless expressly stipulated otherwise, our delivery times are given purely as an indication and never constitute a commitment to deliver on a fixed date. A delay in delivery can in no case give rise to the allocation of damages or indemnities of any kind, nor to cancellations or purchases on account. Circumstances such as strikes, war, lock-outs, riots, mobilisations, epidemics, bad weather, shortages of materials or means of transport, fires, machine breakdowns, supplier delays, internal organisation problems within our company, etc., are to be considered as force majeure when they have the effect of delaying or making delivery very difficult. We shall not have to establish the unforeseeability or irresistibility of the circumstances or the impossibility of performing the contract. Likewise, significant notifications resulting from the aforementioned disruptions may result in a justified price increase or decrease upon request.

4. DISPATCH AND TRANSPORT

We reserve the right to dispatch the goods sold to the purchaser’s address if the purchaser does not provide clear, complete and formal instructions which we are entitled to demand. The transport of these goods, whether to the purchaser’s address or to the places designated by him, is always done on an obligatory and good faith basis, at the expense and risk of the purchaser, whether the prices have been established free of charge, FOB, CIF or C&F. We do not accept any liability for the regularity and quality of the means of transport by rail, road, sea or inland waterway.

5. INCOTERMS

The Incoterms are part of the contract.

6. CLAIMS

In order to be valid, any complaint must be submitted in writing within eight days of receipt of the goods. In principle, complaints may only relate to unprocessed material. In no case shall it be based on the mentions made on the maritime or river documents concerning the appearance of the material. No claim, even if justified, shall entitle the buyer to defer payment or to change the terms of payment. It is the buyer’s responsibility to prove the identity of the goods. If we accept a complaint as justified, we are obliged to replace the defective goods within a period of time to be determined by us, which will be returned to us as soon as the complaint has been accepted; all damages, reimbursement of costs or compensation are excluded for us.

7. DESTINATION CLAUSE

The clause of sale to a specific country implies the full consumption of the goods in that country. If the buyer or one of his customers contravenes this clause, the seller is entitled to claim compensation from the buyer equal to the purchase value of the material not consumed in the country of destination, to suspend the supply of what remains to be delivered and/or to terminate the contract. The burden of proof of compliance with the destination clause lies with the buyer.

8. SECURITY

At any time, even after partial dispatch of an order, we can demand sufficient special securities or additional securities from the purchaser to secure the claims due or to become due, without the purchaser being able to claim compensation. Refusal to do so entitles us to cancel the order in whole or in part, without prejudice to our right to claim damages.

9. TERMS OF PAYMENT

Unless expressly agreed otherwise in advance, our invoices are payable on the due date and under the conditions agreed between the parties. Without prejudice to any of our rights, any sum not paid on the agreed due date shall bear interest by operation of law and without prior notice of default, from the due date until full and effective payment; unless otherwise stipulated, this interest shall be 1% per month, each month started being taken into account as a month of interest earned. Any failure to pay by the due date shown on the invoice shall automatically and without the need for formal notice lead to the application of interest for late payment at a rate equal to three times the legal interest rate on the entire amount due, as well as a fixed indemnity for collection costs of 40 Euros. We also reserve the right to consider the sale as cancelled by operation of law and without notice of default, and the deposits paid may be retained as damages, without prejudice to any claim for higher damages on our part.

10.PAYABILITY AND TERMINATION

The non-performance of any of its obligations by the buyer (in particular cases of late payment, non-acceptance of bills of exchange, protests) and any event that may give rise to the fear of such non-performance (in particular cases of declaration of bankruptcy, request for a concor¬dat) shall render all sums owed by the buyer payable, by operation of law and without prior formality, even for other orders.
In the same circumstances, we have the right to cancel all or part of the orders in progress on simple notification to the buyer, without prejudice to our right to damages.

11.UNITY OF CONTRACTS

In the event of the purchaser’s failure to fulfil an obligation, we are entitled to treat all our debts and claims against the purchaser as one indivisible whole, in particular for the purposes of exercising the right of retention, the defence of non-fulfilment and set-off.

12. RETENTION OF TITLE

The seller retains the ownership of the goods sold until the effective payment of the entire price in principal and accessories. In the event of resale, the seller retains the right to claim the price of the goods held by the sub-purchaser. The retention of title is transferred to the resale price. As soon as the goods are delivered, the risks of all kinds, including acts of God and force majeure, and the custody, are transferred to the buyer. Failure to pay any of the instalments may result in the goods being reclaimed.

13. JURISDICTION

For all rights and obligations resulting from this contract and unless otherwise stipulated, the place of payment and jurisdiction for both parties is Grenoble. However, we reserve the right to bring any dispute with the buyer before the courts of the latter’s residence. The applicable legislation will be, in all cases, that of France, except for the retention of title clause, which is subject to the national law of the buyer.