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1. Scope of application

These General Terms of Sale form an integral part of your orders and our offers. Acceptance of our General Terms of Sale implies ipso jure that you accept that all other general terms of purchase or sale that deviate therefrom shall not apply, except with our express written agreement.

These General Terms of Sale supersede all previous documents, proposals and correspondence.

They cannot be modified without our written agreement.

As we are continuously improving our equipment, we reserve the right to modify the characteristics of our equipment, even after receipt of an order, if we consider that such modifications will improve the quality thereof.

 

2. Reach - Suppliers informations

We requested our suppliers to commit to their products conform to Reach regulation.
We commit to relay to our Purchasers the information we receive from our suppliers on products concerned by Reach regulation, but we decline all responsibility in case of violation by the supplier of the general obligation to inform ourselves.

3. Conclusion of the contract

Our offers shall be valid for one month.

We shall only be bound by orders and contracts negotiated by our agents or representatives after acceptance and written confirmation by us of the order received.

Any modification in terms of quantity, type or destination shall be subject to our written acceptance.

We shall supply only the equipment specified in our estimates and which has been accepted in writing by us.

4. Price - Terms and conditions of payment

Our prices are exclusive of VAT and other taxes, and are given in the official legal currency.

Our prices are, unless we stipulate otherwise, net in cash without discount, ex-works, excluding transportation and packaging. Our prices are guaranteed if delivery takes place within three months after the Purchasers order. Our invoices shall be payable in the official legal currency, in cash in Stains or the latest 45 days end of month by letter of exchange, unless we stipulate otherwise by written agreement. Letters of exchange sent upon acceptance must be returned to us within 48 hours. Sums that remain unpaid on the due date shall, ipso jure and without prior notice to pay, accrue late payment interest. The rate shall be the Central European Banks refinancing rate, plus 10 percentage points.

The fact that a complaint has been raised regarding delivery shall not release the Purchaser from their duty to settle invoices on their due date.

The acceptance of deferred payments and drawdowns in other markets shall not constitute novation or an exception to the jurisdiction clause.

In addition to late payment interest, failure to settle the deadline will result in the application, as damages, of an allowance equal to 15% of the total outstanding.

Moreover, we reserve the right to suspend shipping and all ongoing orders, without prejudice to our rights.

In the event of exceptionally late payment, it is expressly stipulated that the non-payment of one contractual payment or letter of exchange shall, ipso jure and without prior notice to pay, render all outstanding invoices and bills immediately due.

If the Purchasers situation changes (death, incapacity, liquidation or transformation of a company, mortgage or pledge of goodwill, etc.), we reserve the right to require additional guarantees, even after part payment, and/or to cancel the Purchaser's remaining orders, even after acceptance by us.

5. Tests

All our equipment is tested in our workshops prior to dispatch.

When developing specific equipment, tests may be carried out in the presence of the Purchaser if so requested at the time of order, failing which the Purchaser shall be deemed to have approved them.

The assembly and receipt of equipment at our factories by the Purchaser and at its expense shall exclude all subsequent complaints.

In all other cases, complaints shall only be admissible if made in writing, within eight days of delivery of the equipment to the Purchaser and prior to any alteration thereof by the Purchaser.

6. Reservation of title - voidance clause

All equipment delivered shall remain our property until the invoice price has been paid in full. The remittance of a bill of exchange or other bill of trade shall only constitute valid payment after it has been cashed, unless we stipulate otherwise.

The Purchaser therefore undertakes:

1) To insure at its own expense the equipment ordered from us, while delivered and unpaid, against all risks and for its full value;

2) To record the type and value of the equipment subject to a reservation of title separately in its accounts;

3) Not to give the equipment purchased from us as security or as a pledge, or to transfer the title thereto to serve as a guarantee of whatsoever kind. We may, at any time, verify that these undertakings are being met. In the event of non-payment of a single payment due or if the Purchaser is placed in receivership, we shall be entitled to demand the immediate return, at the Purchasers expense, of the equipment to which this reservation of title clause applies, and the Purchaser represents that it accepts the same without reservation. Any payments on account already made shall be definitively retained by us by way of damages;

4) To inform us immediately in the event of resale, to enable us to exercise our right of recovery of the price with respect to the user.

7. Delivery

We provide delivery lead times (i.e. when the equipment will be made available in Stains, France) for information purposes only and any delay in delivery shall not under any circumstances give rise to the payment of compensation or to the cancellation of the delivery by the Purchaser.

All our equipment shall be transported at the recipients risk, unless we stipulate otherwise.

The Purchaser shall be responsible for checking at the time of delivery by the carrier that the goods have not suffered any damage in transit. Where necessary, the Purchaser shall take action directly against the carrier.

All cases of force majeure and in particular strike, lock-out, unavailability of raw materials, fire or flooding, may lead to the temporary suspension of deliveries and/or termination of the contract, without giving rise to the payment of compensation by us.

8. Activation Installation

The equipment is normally supplied without assembly and installation.

However, if assembly and installation are arranged, the following expenses shall be borne by the Purchaser and are not included in the estimate, unless otherwise specified:

- Supply inlets, connections and outlets for utility supplies (water, gas, electricity, steam, fuel oil, compressed air, etc.);

- Earthing and electrical protection of our equipment;

- Any civil engineering works;

- Any cutting of openings for cables, pipes, etc.;

- Transportation, unloading and storage on site of the equipment;

- ATEX zoning for the installation of our equipment.

The user shall be responsible for ensuring that the equipment is provided with the appropriate level of protection for the ATEX zoning established by him.

We shall not be held liable for damage that may occur due to an absence of ATEX zoning or improper ATEX zoning.

9. Use of the equipment

All our surface finishing equipment, whether designed for spraying paint or for the extrusion of glue or sealant, meets current regulations. All users of our equipment must comply with the requirements and safety notices contained in the instructions for use supplied along with our equipment on delivery.

In addition, all installations of surface finishing equipment shall be deemed to have been approved by the Service Préfectoral des Etablissements Dangereux Insalubres ou Incommodes (French regional department for establishments classified as hazardous or posing a risk to health or safety). The Purchaser shall be responsible for obtaining such approval and shall hold us harmless from all liability in this regard.

When our employees are assembling systems, giving demonstrations or working with our equipment outside our factories, they shall be under the users authority. The users public liability shall be subrogated to our liability in the supervision of the works and the consequences thereof.

Moreover, the user shall be deemed to have waived all right of recourse against us and our employees in respect of a fire or any other damage.

Finally, if an accident occurs at any time and for whatsoever cause, our liability is strictly limited to our personnel and goods supplied.

10. The contractual warranty and its scope

We guarantee our equipment for one year as from the invoice date.

Claims under warranty must specify in writing the defect that has been discovered and must be accompanied by a copy of the original invoice.

The Purchaser shall bear the cost of the return of the equipment to our premises. This warranty shall not cover defects in construction or materials and shall be limited to the replacement of any parts we determine to be faulty.

This warranty shall not extend to wearing parts and shall not cover any use of the equipment for more than eight hours per day. If two teams use the equipment in succession during periods of 24 hours, the term of the warranty shall be reduced to six months.

In addition, the following shall not give rise to a claim under warranty: accidents, repairs or replacement of parts resulting from normal wear and tear of the equipment, inadequate maintenance, any use that does not comply with the instructions for use provided, inexperience, alterations made to the equipment outside our factories, alteration of the serial number or from any design imposed by the user.

With respect to parts incorporated in our units (electric motors, distributors, solenoid valves, etc.), our warranty shall be strictly limited to the warranty offered by the suppliers of these parts.

Our liability shall not extend to compensation for any other loss or damage to property other than the equipment, or to operating losses. In order to be admissible, all claims must be presented within a maximum of one year as from the invoice date.

Having made a claim under warranty shall not exempt the Purchaser from settling invoices on their due date.

11. Disputes

In the event of a dispute, the parties expressly agree that the Commercial Court (Tribunal de Commerce) of Paris shall have jurisdiction, even where third parties are introduced or there are multiple defendants.

Any dispute that may arise in connection with the sale or installation of equipment in non-EU countries shall be within the jurisdiction of the International Court of Arbitration (Cour Internationale d'Arbitrage) in Paris.

These General Terms of Sale shall be governed by and interpreted in accordance with French law, to the exclusion of the Vienna Convention.

November, 1st  2011 Edition