General terms and conditions of sale

1. Application of the General Terms and Conditions:

These general terms and conditions cancel and replace all those previously issued and take precedence over any contrary clauses that may be included in the client's documents. The fact of placing an order implies the customer's full and unreserved acceptance of the said general conditions. Derogations from this agreement may only be made with the written consent of the seller.

2. Orders - Quotations:

Orders do not become final until they have been confirmed by the seller, which is subject to the actual availability of the ordered goods. Any modification of the order requested by the customer, whether qualitative or quantitative, requires the express prior agreement of the seller.

Orders for services are made on the basis of an estimate.

3. Price :

The prices invoiced are those agreed at the time of placing the order, acceptance of the quotation according to the terms of the contract. Prices are exclusive of VAT.

For customers based in France: All other costs, including in particular transport and insurance, are to be borne by the customer, except for free sales.

For customers based abroad: All other costs including, in particular, customs, transport and insurance costs are the responsibility of the customer.

4. Delivery - Transfer of risks:

Delivery times are only given as an indication. Any delays do not entitle the customer to cancel the sale, refuse the goods or claim damages.

The seller is released from his obligation to deliver for all fortuitous circumstances, transport interruptions, supply difficulties, difficulties due to customs or currency parity, or in cases of force majeure such as, in particular and not exclusively, war, riot, fire, total or partial strikes, forced unemployment, accidents, floods.

In any event, timely delivery can only take place if the customer is up to date with his obligations towards the seller, whatever the cause.

The goods sold travel at the risk and peril of the customer, regardless of the mode of transport or the terms of payment of the transport price. The customer must make all necessary observations upon arrival at his premises, exercise all recourse with the carrier and, if necessary, make the reservations allowing the exercise of these recourse.

The seller reserves the right to suspend deliveries upon the occurrence of any event likely to reveal a decrease in the buyer's apparent creditworthiness.

5. Complaints - Returns:

To be admissible, any dispute concerning the condition of the goods must have been the subject of reservations recorded on the delivery note, signed by the receiver and recorded by the deliverer.

No complaint regarding the quality of the goods will be taken into consideration, after a period of 4 working days from receipt of the goods. Complaints must be made by registered letter with acknowledgement of receipt.

The refusal of goods does not imply its renewal.

6. Payment:

Our invoices are payable to BELLEGARDE.

Sales are made according to the conditions specifically defined with the customer in agreement with the seller. Unless otherwise agreed by the parties, sales and services are made in cash, or on receipt of an invoice, with advance payments not giving rise to a discount.

Any amount not paid on the agreed due date will automatically result, without prior formal notice, in the invoicing of a late payment penalty equal to one and a half times the legal interest rate.

Any failure to pay by the due date will also make all invoices of the seller, even those not yet due, automatically payable without prior formal notice. In such cases, the seller may also suspend all deliveries of goods or the performance of its services until regularization or demand all forms of payment security for the customer's future orders.

7. Penalty clause :

If the failure of the customer necessitates a contentious recovery, the customer shall pay to the seller, in addition to the principal, costs, expenses and emoluments ordinarily and legally at his expense, an indemnity set at 15% of the amount of the principal amount including tax of the claim, as a penalty clause.

8. Retention of title clause:

(ARTICLE L 624-16 OF THE FRENCH COMMERCIAL CODE)

Ownership of the goods sold will only be transferred to the customer after full payment of the price notwithstanding the transfer of risk pursuant to the above $4.

Consequently, in the event of non-payment of the goods, in whole or in part, within the prescribed period, the seller reserves the right either to continue the execution of the sale and request full payment of the price or to claim the goods remaining his property. The exercise of this claim action by the seller automatically leads to the cancellation of the sale. In this case, all costs incurred by the return of the goods and their return will be borne by the customer.

9. Limitation of liability:

The seller's contractual obligations are automatically suspended and the seller's liability is released in the event of events likely to stop or reduce the manufacture or transport of the goods or to prevent the normal execution of sales. Similarly, the seller cannot be held liable in the event that the products sold are stored in normal conditions or are incompatible with their nature.

The seller's warranty is limited to the replacement of goods found to be defective, excluding any damages for any reason whatsoever, including loss of material, loss of profit, etc., and in general for any alleged direct or indirect damage, the buyer must, before use or resale, check the goods.

To guarantee the quality of its products and preserve its brands, the seller has a right to take back, anywhere in the world, products whose quality is in doubt, the buyer undertaking to provide assistance, in particular logistics and by establishing a stock.

10. Applicable law - Attribution of jurisdiction:

The applicable law is French law.

In the event of a dispute, the Commercial Court of the seller's registered office shall have sole and exclusive jurisdiction. This jurisdiction clause shall apply even in the event of summary proceedings, indirect claims, warranty claims or in the event of multiple defendants.