General terms and conditions of sale between professionals

ARTICLE 1: APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE

The purpose of these general terms and conditions of sale is to govern the contractual relationship between the company (hereinafter referred to as ‘the company’ or ‘the seller’) and its professional professional customers (hereinafter referred to as ‘the customer’ or ‘the purchaser’).

The purchaser declares that he/she is fully aware of the general terms and conditions of sale of our company.

Consequently, placing an order by any means whatsoever implies full and unreserved acceptance of these conditions, to the exclusion of any other document such as brochures, catalogues, etc., which are for information purposes only.

These general terms and conditions of sale shall prevail in all circumstances over any general and/or special conditions stipulated by the customer, unless formally accepted written acceptance on our part.

The fact that we do not take advantage of these general terms and conditions at a given time be interpreted as a waiver of the right to refer to them at a later date.

The company reserves the right to modify these general terms and conditions of sale at any time without prior notice. The version of the general terms and conditions applicable to the customer’s order is that in force at the time of the order.

ARTICLE 2: QUOTATION – PRICES

The quotation or price offer drawn up by our company constitutes the special conditions which supplement or amend these general terms and conditions.

The quotation or price offer is valid for two months from the date of issue.

Prices, delivery times and completion dates are given for information only and may be modified in accordance with the conditions set out herein.The prices and descriptions of the products may be included in a catalogue published annually.

Unless otherwise specified in a quotation, products are invoiced on the basis of the prices in force at the time of delivery at the time the order is placed.

Any change in prices, which may occur at any time, particularly and non-exhaustive list, in the event of an increase in the cost of raw materials, energy costs, transport costs, etc. – will be notified to the purchaser immediately.

ARTICLE 3: ORDERS

All orders must be submitted in writing.

All orders, even when taken directly by an agent or a representative of our representative of our company, only becomes final after acceptance by our company.

This acceptance is acquired by the acknowledgement of receipt of the order, the conditions of which the order in the event of any contradiction. In the absence of any reservations customer, on receipt of this confirmation, will constitute acceptance of the conditions stipulated therein.

In the case of additional supplies, prices and delivery times will be specially discussed with the purchaser and the conditions agreed for the initial order cannot be automatically applied to the additional automatically applied to the additional order.

Any modification of a definitive order by the customer can only be taken into consideration be taken into consideration unless it is notified to our company in writing no later than 48 hours hours following receipt by the customer of the order confirmation.

After this deadline, no modification or cancellation of an order will be accepted by our accepted by our company which, in any event, will invoice the purchaser for the full amount of the full amount of the order.

The benefit of the order is personal to the purchaser and cannot be transferred without the the written agreement of our company.

Without the purchaser being able to claim any prejudice or compensation whatsoever, our compensation of any kind, our company reserves the right to refuse orders outright orders, particularly in cases of doubtful solvency or bad faith on the part of the bad faith on the part of the purchaser, previous payment incidents or when the nature, the nature, purpose or future of these orders are incompatible with the legitimate legitimate interests of our company.

Any deterioration in the creditworthiness of the purchaser, such as, for example insolvency or previous payment incidents – may justify our company’s demand that the purchaser justify the requirement by our company, prior to acceptance of the order, of either the the following specific guarantees, without this list being limitative: payment by bank cheque, bank guarantee, personal and joint guarantee, etc., or guarantee, etc., or cash payment (our company’s bank account credited) at the latest at the latest at the time of dispatch of the contractual products.

In addition, our company reserves the right at any time, depending on the risks to cancel or reduce the customer’s outstanding balance at any time.

ARTICLE 4: DELIVERY TIMES

Deliveries are made according to availability and in the order in which orders are received.

The purchaser authorises our company to make general or partial deliveries of orders. Partial delivery of an order does not entitle the customer to cancel the order or to claim any compensation or penalty. It does not exempt the purchaser from paying for the products delivered.

We reserve the right to deliver products whose value and technical nature are equivalent to those specified in the order confirmation.

Delivery times are always given as an indication.

Under no circumstances may delays in delivery give rise to damages, deductions or cancellation of orders. However, if the indicative delivery time is exceeded, if two months after the purchaser has given notice to deliver made by the purchaser in the form of a registered letter with acknowledgement of receipt, the products have not been delivered for any reason other than a case of force majeure as defined in article 8 of these conditions, the sale may then be cancelled at the request of the customer; the customer may then obtain the return of any deposit paid to the exclusion of any other compensation or damages.

In any event, delivery can only take place if the customer is up to date with its obligations obligations, for whatever reason, to our company.

In the event that the purchaser delays or refuses to take delivery of the products, or in the event of a delay in the works attributable to the purchaser, the invoice will be issued on the date of delivery and will be payable immediately. Storage costs and financial impact will be invoiced separately.

ARTICLE 5: DELIVERY – TRANSFER OF RISK

Delivery is made to our company’s premises either by handing the products directly to the purchaser, or by delivery to a carrier, whether chosen by the purchaser or not. The transfer of risks takes place from the moment of delivery.

This, even when the products are delivered carriage paid, the godos travel in all cases at the purchaser’s risk, and it is the purchaser’s responsibility to exercise any recourse against the carriers, the company being exonerated from any liability

The company is exonerated from all liability for transport. In this respect, and upon receipt of the goods, the customer must duly complete the CMR consignment note.

For deliveries in France, it is the customer’s responsibility, in the event of damage or missing items, to make all necessary observations with the carrier at the time of delivery and to confirm delivery and to confirm their reservations at the latest within three (3) days, not including days, not including public holidays, following the day of delivery, by extrajudicial document or by registered letter.

For deliveries outside France, any reservations must be notified within ten (10) days following delivery.

The unloading of products is always the responsibility of the customer.

The unloading of lorries must be carried out according to the rules of the trade, using sufficient means, and as soon as possible after delivery, the shortest possible time from the time of their arrival at the site, which must be easily accessible without danger or risk. The waiting times are at the customer’s expense.

The purchaser undertakes to keep its premises, or the site in general, clean and free for delivery. These must be provided with easements in order to ensure the smooth of the operation. If the installation cannot be completed within the agreed time for whatever reason, the products must be stored by the customer in good conditions of good conditions of conservation and security to avoid any theft, loss, deterioration or damage to third parties, deterioration or damage to third parties, with the customer assuming the risks on the day of delivery as stated above.

ARTICLE 6: RECEIPT – COMPLAINTS – LACK OF CONFORMITY

Without prejudice to the measures to be taken with regard to the carrier, complaints on the part of the purchaser regarding apparent defects or non-conformity of the products delivered to the products ordered or to the dispatch note must be made, under penalty of being by registered letter with knowledgement of receipt addressed to our company within seven company within seven (7) days of the arrival of the products.

The purchaser acknowledges that any claim made after this deadline cannot be taken into will not be taken into consideration.

The dimensions, appearance, colours and weight of certain materials are subject to variations inherent in their nature or manufacture are subject to customary tolerances.

The purchaser will have to provide with his complaint any justification as for the reality of the defects or anomalies that have been observed.

This complaint does not release the purchaser from his obligation to pay.

In the event of a complaint, the purchaser must keep the goods and not use them. The purchaser must allow our company every facility to carry out, on its own premises own premises, to ascertain these apparent defects or anomalies. The purchaser shall refrain from intervening himself or having a third party intervene for this purpose.

No product may be returned at the sole initiative of the purchaser. Therefore, any return product that has given rise to a complaint within the required period must be the subject of a formal formal agreement between our company and the purchaser. This agreement does not imply recognition by our company of the apparent defect or anomaly claimed by the customer.

Any product returned without this agreement will be held at the disposal of the purchaser and will not give rise to a replacement, even if the product is returned in its original condition.

In the event of an apparent defect or non-conformity of all or part of the products delivered duly recognised by our quality department, our liability will be exclusively limited, at our choice limited, at our discretion, to the reimbursement or replacement of the products that we have recognised as defective or non-conforming, including any return transport costs,to the exclusion of any other compensation corresponding to direct or indirect los or damages.

Replacement of the product means the strict delivery of a compliant or equivalent product, excluding any equivalent to the exclusion of any additional repair, even in the case of implementation, modification, addition of elements or added value to the initial product.

ARTICLE 7: PRICE – PAYMENT

Invoices are payable at our company’s registered office, at the place of its elected domicile. Supplies of less than 100 euros including VAT are payable in cash on collection.

Payment is made when the price is actually received. In the event of deferred payment deferred or forward payment, payment does not constitute the simple handing over of a bill of exchange or cheque implying an obligation to pay but their settlement on the agreed due date.

For any customer whose account has been opened and not subsequently followed by a payment incident payment incident, invoices are payable by bank transfer within a maximum period of sixty sixty (60) days from the invoice date.

In all other cases, and unless otherwise agreed, a pro forma invoice will be issued by our company upon delivery (cash payment).

These terms of payment apply in the absence of specific stipulations on the order acknowledgement or invoice; they take precedence over those appearing on the purchaser’s order form.

The terms of payment may not be delayed or modified under any pretext whatsoever any pretext whatsoever, including in the event of a claim under the conditions of article 6 above.

In the event of late payment or failure to pay in cash, our company may suspend the execution of all orders in progress, without prejudice to any other course of other courses of action.

At the same time, any sum not paid on the due date will give rise, ipso jure and without prior formal notice, to the payment of late penalties calculated at a rate rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 7 percentage points. Any sum not paid by the due date shall give rise, in addition to the late payment charges, to automatically give rise to the payment of a fixed indemnity of €40 to cover collection costs.

This indemnity may be increased if the recovery costs caused by late payment prove to be higher than this amount.

In the case of payment by paper bill of exchange, failure to return the bill within a maximum of maximum period of 15 working days will be considered as a refusal of acceptance equivalent to a payment default.

Where payment is by instalments, non-payment of a single instalment by the purchaser will by the purchaser will result in the immediate payment of the entire debt, without formal formal notice.

In all of the above cases (late payment, non-return of the bill of exchange, etc.) the sums which due for other deliveries or for any other reason will become immediately payable immediately due and payable, regardless of the terms and conditions previously previously agreed and even if these deliveries are covered by bills accepted on subsequent due dates.

Under no circumstances may payments be suspended, nor may they be subject to any form of compensation without the prior written agreement of our company. Any partial payment will be applied first to the non-preferential part of the debt, then to the sums that are due the earliest.

Any payment incident shall cause the purchaser to lose the benefit of the account opening and the related benefits. Any deterioration in the purchaser’s credit will justify the requirement of guarantees or payment in cash (pro forma invoice) or by sight draft, prior to the execution of orders.

Our company must be notified in writing of any complaint concerning the elements of the invoice within our company in writing within 48 hours of receipt.

There is no discount for cash or early payment unless we agree to this in writing.

ARTICLE 8: FORCE MAJEURE

The parties shall not be held liable if the non-execution or delay in the execution of any of their obligations, as described herein, is due to a case of force majeure, as hereunder is due to a case of force majeure, as defined in article 1218 of the French Civil Code and the applicable case law by virtue of the said article.

The following in particular are considered to be cases of force majeure under these general terms and conditions of sale, and without this list being limitative in view of the applicable case law:

1. a) war (declared or not), hostilities, invasion, acts of foreign enemies, widespread military mobilisation.
2. b) civil war, riot, rebellion and revolution, military putsch or usurpation, insurrection, act of terrorism, sabotage or piracy.
3. c) monetary and commercial restrictions, embargoes, sanctions.
4. d) acts of lawful or unlawful public authority, compliance with any law or government order, expropriation, seizure of works, requisition, nationalisation.
5. e) plague, epidemic, pandemic, natural disaster or extreme natural event such as such as (but not limited to) storm, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought .
6. f) explosion, fire, destruction of equipment and machinery, prolonged stoppage of transport, telecommunications telecommunications, information systems or energy.
7. g) general labour disturbances such as boycotts, strikes and lock-outs, go-slows, occupation of factories and premises.

In such circumstances, the company will notify the customer in writing within 48 hours following the date on which the events occurred. The contract between the company and the customer be automatically suspended without compensation from the date on which the event occurs.

If the event constituting a case of force majeure lasts for more than 30 days from the date of date of its occurrence, the contract concluded between the company and the customer may be terminated may be terminated by the most diligent party, without either party being able to claim any be entitled to claim damages.

This termination will take effect on the date of first presentation of the registered letter with with acknowledgement of receipt terminating the said contract.

ARTICLE 9: RENEGOTIATION CLAUSE

The parties expressly waive the provisions relating to the legal regime for provided for in article 1195 of the French Civil Code.

Nevertheless, in order to preserve the contractual balance between the company and the customer as far as possible,the parties agree that they have the right to request renegotiation of the contract in the event of unforeseeable event occurs that makes the performance of the contract excessively onerous.

An unforeseeable event is defined as any external event beyond the control of the

financial, economic, legal, political, technical, technological, environmental or natural, environmental or natural.

For the purposes of this article, performance is deemed to be excessively onerous if when there is a sudden increase in the production costs of one or other of the parties to a contract of at least 20%.

The request for renegotiation must be made by registered letter with acknowledgement of receipt stating the reasons why renegotiation is justified.

Within a maximum of 30 days following receipt of this letter, each party will undertakes to renegotiate the contract in good faith by adjusting the initial conditions in order to reach an agreement that does not have any novatory effect.

If, at the end of the 30-day period provided for above, no agreement has been reached, each party may then freely terminate the contract without compensation, by registered letter with acknowledgement of receipt. Termination will take effect 15 days after receipt of said letter.

During the renegotiation period, the contract will continue under the conditions initially defined.

ARTICLE 10: GUARANTEE AGAINST HIDDEN DEFECTS

Our company guarantees the purchaser against the consequences of hidden defects in the products sold subject to the reservations set out in these general terms and conditions of sale.

A latent defect is defined as a defect in a product that renders it unfit for its intended use and that is not could not be detected by the customer prior to use.

This guarantee is for one (1) year, unless otherwise stipulated.

This guarantee is limited, at our discretion, to the reimbursement or replacement of the productin its original condition, excluding any compensation for loss of use, consequential or indirect damage, operating loss or any other loss whatsoever.

The warranty does not cover defects caused by external influences, incorrect use, incorrect assembly or incorrect installation carried out by the purchaser and normal wear and tear.

Also excluded are variations in the colour of wood and all other natural materials. Where our company is not the manufacturer of the product, the warranty is limited to that of the manufacturer’s warranty.

In order to invoke the benefit of this guarantee, the purchaser must notify our company of of the defect that he/she attributes to the product and provide full proof of the existence of the defect.

This information must be sent by registered letter with acknowledgement of receipt within seven (7) days of discovery of the defect.

For the procedures for verifying the alleged hidden defect either on the customer’s premises or on our premises after authorisation of the return of the product, the content of the guarantee and all other elements, please refer to article 6 above, the stipulations of which are imperative.

ARTICLE 11: RETENTION OF TITLE CLAUSE

The transfer of ownership of the products sold is subject to full payment by the purchaser on the due date, even though the risks are transferred to the purchaser upon delivery.

In the event that payment is not received within the stipulated period, our company reserves the right to take back the entirety of the goods.

In the event of non-payment by the purchaser, our company, without losing any other without losing any other of its rights, may demand, by registered letter with acknowledgement of receipt the return of the products at the purchaser’s expense and risk. Our company may immediately, on its own initiative, draw up an inventory of the unpaid products held by the purchaser.

The purchaser, who shall bear the costs of the legal services, shall be liable to pay a penalty of devaluation indemnity fixed at 5% of the price of the products per month of detention from dispatch to return. These indemnities will be offset against any deposits paid.

The purchaser shall ensure that it is always possible to identify the products.

In the event of resale of the contractual products, the purchaser undertakes to inform the sub purchasers that the said products are subject to a reservation of title clause and to notify our to inform our company of this transfer so that it can preserve its rights and, if necessary and, if applicable, to exercise a claim on the resale price against the sub-purchaser.

ARTICLE 12: APPLICABLE LAW – DISPUTES – JURISDICTION

These general terms and conditions of sale and the transactions arising from them are subject to are subject to French law.

In the event of a dispute relating to the interpretation or performance of their agreements, the parties will seek an amicable settlement before taking any legal action.

In this case, the parties will have a period of 30 days from the date of written notification of the dispute by one of the parties to the other to attempt to resolve the amicably resolve the dispute.

Failing an amicable settlement of the dispute on expiry of the aforementioned 30-day period, all disputes to which the application of these general terms and conditions of sale may give rise, in particular concerning their interpretation and performance shall be brought before the Commercial Court of CASTRES (Tarn – France), whether it be whether it is a main claim, an incidental claim, an action on the merits or a summary or summary proceedings, even in the event of a third party claim or multiple defendants, and this without the jurisdiction clauses that may exist on the purchasers’ documents may not the application of this clause.

ARTICLE 13: PROCESSING OF PERSONAL DATA

The Company processes the Customer’s personal data for the purposes of managing contracts and customer relations, in particular for the purposes of processing, fulfilment and management of orders, and the preparation and payment of payment of invoices.

Without prejudice to the legal and regulatory obligations incumbent on the Company in respect of applicable in the event of any disputes, personal data is kept for the duration of the stored for the duration of the relationship with the Customer.

The persons concerned have a permanent right of access, modification, rectification modification, rectification, deletion, portability and opposition with regard to information concerning them. This right may be exercised by writing to the postal address of SAS HTP GLOBAL SAS, 568 Chemin du Clos lieu-dit Lacaze-Haute 81100 Castres, or to the following address contact@htpglobal.net.

The persons concerned are also informed of their right to lodge a complaint with the to lodge a complaint with the CNIL.

A document entitled ‘Protection of personal data’ setting out the conditions for processing of personal data is appended to these general terms and conditions of sale.