ARTICLE 1 - Scope of application

These General Terms and Conditions of Sale apply to sales concluded by the SAS. DIXENCE, whose registered office is in ERBRAY (44110) - Zone Industrielle du Bignon, registered with the NANTES Trade and Companies Register under number 490 172 350, to Buyers, regardless of the clauses that may appear on the Buyer's documents, and in particular its general terms and conditions of purchase, over which these General Terms and Conditions of Sale prevail in accordance with the provisions of Article L 441-6 of the French Commercial Code.

ARTICLE 2 – Studies - Orders

All orders are subject to an estimate and a study previously accepted by the Buyer. Our offers are only valid for one (1) month. The submission of an estimate does not constitute a production commitment. Any changes to the study and / or order, or modification or development of products, requested by the Buyer, give rise to an additional cost to be borne by the latter and under the conditions specified in a supplementary estimate.

Any study carried out by the Seller remains its property. Any new use, reproduction or other, even in the event of a new order from the Buyer are prohibited, under penalty of damages, unless expressly authorised in writing by the Seller. Sales are only complete after express written acceptance of the Buyer's order by the Seller. Orders will only be put into production after receipt of the deposit mentioned on the order confirmation.

ARTICLE 3 – Prices

Our prices are established according to the measurements and specifications communicated to us for the preparation of the estimate. They are based on the economic conditions at the time of acceptance of the order. Unless otherwise agreed in writing, they may be revised according to the variation in the costs of their constituent elements (salaries, charges, raw materials, taxes, etc.) until the day on which the goods are made available. These price variations may under no circumstances be grounds for terminating the order. Prices are exclusive of VAT and are established in EUROS (€) on the basis of the exchange rates known on the day of confirmation of the order. They may be revised in the event of a change in currency exchange rates.

ARTICLE 4 – Payment terms

Our payment terms are governed by the LME law of 04/08/2018. Unless otherwise agreed, all payments shall be made on the due date indicated on the invoice, by cheque, bank transfer, accepted draft or any other means accepted by the Seller.

No discount will be applied for payment in cash or before the date shown on the invoice issued by the Seller. Under no circumstances may payments be suspended.

4.1. Late penalties

In the event of late payment, the Seller may suspend all orders and/or deliveries in progress. It may also suspend the performance of its obligations, and/or reduce or cancel any discounts granted to the Buyer, without prejudice to any other course of action.

Any amount not paid by the due date indicated on the invoice shall automatically entail the application of late payment penalties equal to three times the legal interest rate in force (Law 75-619) from the day following the date of payment indicated on the invoice, without prejudice to any other action that the Seller may bring against the Buyer in this respect.

4.2. Off-set

Without the express and prior written agreement of the Seller, and provided that the reciprocal claims and debts are certain, liquid and payable, no off-set can validly be performed between any penalties for late payment or non-compliance of products with the order and the amounts due in respect of the purchase of products by the Seller.

4.3. Retention of title

Until full payment of the price, the Seller reserves a right of ownership on the products sold, allowing it to repossess said products in the event of non-payment. Any deposit paid by the Buyer will be retained by the Seller as flat-rate compensation, without prejudice to any other actions it may be entitled to take in this regard against the Buyer.

4.4. Recovery and procedural costs

In the event of late payment, the Buyer shall automatically be liable to the Seller for a fixed compensation for recovery costs amounting to 40.00 Euros (Articles L. 441-6 and D. 441-5 of the Commercial Code). In addition, the Buyer shall reimburse all costs, duties and fees incurred in collecting the sums due to the Seller.

ARTICLE 5 – Deliveries

5.1 Delivery address and delivery times

Products are delivered to the address indicated by the Buyer on its purchase order.

The delivery times given as accurately as possible, as an indication, are based on the Seller's orders, supply and transport options. Any late deliveries cannot give rise to any damages, the withholding of sums or the cancellation of orders in progress.

The delivery of the products may be made at any other place designated by the Buyer with the express written consent of the Seller, provided that the delivery address is specified at the time of ordering.

5.2. Reception

The Buyer must check the condition of products upon delivery.

Without prejudice to the measures to be taken with the Carrier, any claim relating to apparent defects or the non-conformity of the product delivered with the product ordered or the delivery slip, must be made in writing within two (2) working days of receipt of the products. Otherwise, the products will be deemed to comply with the order.

The Buyer must provide all justifications as to the reality of the defects or anomalies found. It must allow the Seller to ascertain these defects and to remedy them. It will refrain from intervening itself or from having a third party intervene for this purpose.

ARTICLE 6 - Transfer of ownership - Transfer of risks

The transfer of ownership of the Seller's products to the Buyer will only take place after full payment of the price by the Buyer, regardless of the delivery date of said Products.

However, the transfer of risks of loss and damage of the products will take place on delivery and receipt of said products by the Buyer or from collection in the event of an ex-works sale.

ARTICLE 7 - Seller's liability - Warranty

Any warranty is excluded in case of incorrect use, negligence or lack of maintenance on the part of the Buyer, as in case of normal wear of the product or force majeure.

In order to assert its rights, the Buyer shall, under penalty of forfeiture of any action relating thereto, inform the Seller with appropriate proof, by any means confirmed by registered letter with acknowledgement of receipt within a maximum period of two (2) working days from their discovery, of the existence of any defect rendering the product unfit for its use.

The warranty is strictly limited to the restoration or replacement of the products affected by a defect or lack of conformity, to the exclusion of any other compensation, for any reason whatsoever.

ARTICLE 8 - Liability with respect to intellectual, industrial and commercial property

Buyers must hold, where applicable, the rights of use, in terms of intellectual, industrial and commercial or other property, of the products they order.

The Seller's liability may under no circumstances be sought or the Seller itself may not be prosecuted if the work it has carried out in accordance with the Buyer's specifications and order infringes the intellectual, commercial or industrial property rights of a third party.

Similarly, the Seller shall not be liable in the event that the use of the products it has manufactured would infringe such a right. The Buyer is obliged to hold the Seller harmless against any possible action by third parties on this basis and to fully indemnify the Seller for any possible convictions, costs and other harmful consequences on this basis.

ARTICLE 9 – Dispute - Applicable law

Any disputes that may arise in relation to this agreement, concerning its validity, interpretation, performance, termination and the consequences thereof, shall be brought before the Commercial Court of NANTES - FRANCE. It is expressly agreed between the Parties that this agreement is governed by and subject to French law. If these General Terms and Conditions of Sale are translated, only the French version shall prevail.

ARTICLE 10 – Buyer's acceptance

These General Terms and Conditions of Sale are expressly agreed to and accepted by the Buyer, who declares and acknowledges to have read them and accordingly waives any contradictory document and, in particular, its own general terms and conditions of purchase, which shall be unenforceable toward the Seller, even if it is aware of them. In accordance with the Data Protection Act of 6 January 1978 and European Regulation No. 2016/679/EU of 27 April 2016, the Purchaser has a right of access, rectification, portability and deletion of data or to limit its processing. It may also, for legitimate reasons, oppose the processing of its personal data. He may, subject to the production of a valid proof of identity, exercise his rights by contacting our company: DIXENCE ZI du Bignon 44110 ERBRAY- FRANCE.

GTCS - DIXENCE - 09/2019