General conditions of sale

Article 1 - Purpose and scope of application

1.1 These terms are conditions apply to all sales of goods and services by LE RACCORD INDUSTRIEL. Any order for products implies the purchaser's unreserved acceptance of and full compliance with these general terms and conditions of sale, which shall prevail over any other document of the purchaser, unless expressly agreed otherwise in advance by our company.

1.2 All documents other than these general terms and conditions of sale, in particular catalogs, prospectuses, advertisements and notices, are for information purposes only and are non-contractual.

Article 2 - Intellectual property

All technical documents provided to our customers remain the exclusive property of LE RACCORD INDUSTRIEL, the sole owner of the intellectual property rights to these documents, and must be returned to LE RACCORD INDUSTRIEL on request. Our customers undertake not to make any use of these documents which might infringe our company's industrial or intellectual property rights, and undertake not to disclose them to any third party. In the event of parts being manufactured according to a model or drawing supplied by the customer, the latter undertakes to compensate us for any prejudice that may be caused in application of industrial property laws (patents or model registrations).

Article 3 – Orders

3.1 Definition By order, we mean anuy order for our products listed in our price list, accepted by our company, accompanied by payment of any deposit stipulated on the order from. An order does not constitute a contract until we have expressly accepted it and returned these terms and conditions, duly initialled and marked "Read and approved". In the absence of a signed return of the conditions, the contract is not formed and we are under no obligation to the customer.

3.2 Offer The quotation, together with these general terms and conditions of sales, constitutes a proposal for a contract for which the customer, or his or her representative, if any, expressly declares that he or she has the power, authority and capacity to enter into the contract and to perform the obligations incumbent upon him or her. This contract proposal is valid for 30 days from the date it is sent or presented to the customer. Once this period has elapsed, the rates shown are subject to change. The services are ordered exclusively by the customer by means of a dated and signed quotation, stamped with the customer's signature and marked "Good for approval", and a copy of these terms and conditions duly initialled and marked "Read and approved". By express agreement between the customer and the company, the act of sending the only conforming quotation constitutes the customer's acceptance of the terms of the contract, and in particular the general terms and conditions. Receipt of this quotation validates the order and formalizes the agreement between the parties, which becomes firm and definitive.

3.3 Export In the event of an order to a country other than France, you are the importer of the product(s) concerned. For all products shipped outside the European Union, the price will be calculated exclusive of tax. Customs duties, local taxes, import duties or state taxes may be payable. These duties and sums are beyond our control and will be at your expense and under your sole responsibility, both in terms of declarations and payments to the competent authorities and organizations. For orders originating from European Union country, a VAT rate will apply, unless an intra-community number is indicated.

3.4 Modification- Cancellation

3.4.1 Orders sent to our company are irrevocable for the customer, unless accepted in writing by us.

3.4.2 Any request to modify the composition or volume of an order placed by a customer can only be taken into account by our company if the request is made in writing, including by fax or e-mail, and is received by our company no later than 8 days after receipt by our company of the inital order.

If the customer modifies the order, our company will be released from the deadlines agreed for its execution.

3.4.3 Any cancellation of an order by the customer subsequent to the formation of the contract will result in the payment of 30% of the amount of the order excluding VAT, which will remain due to LE RACCORD INDUSTRIEL to cover costs already incurred (administrative, research, preparation, etc.).

Article 4 – Deliveries

4.1 Delay

4.1.1 Delivery times are given for information purposes only and are subject to carrier availability. Our company makes every effort to respect the delivery times it indicates on acceptance of the order, in accordance with the logistical lead times used in the profession, and to fulfil orders, except in cases of force majeure or circumstances beyond its control, such as stikes, freezing, fire, storms, floods, epidemics, supply difficulties, without this list being limitative. Delays un delivery may not give rise to any penalty or indemnity, nor be grounds for cancellation of the order.

4.1.2 Any delay in relation to the indicative delivery times initially envisaged shall not justify cancellation of the order placed by the customer and recorded by our company.

4.2 Risk Deliveries are made carriage paid. The transfer of risk for products sold by our company takes place when the products are handed over to the carrier or when they leave our warehouses. Unless otherwise agreed, we reserve the right to deliver and invoice a percentage over or under 5%.

4.3 Transport It is the customer's responsibility, in the event of damage to or shortage of delivered goods, to make all necessary reservations with the carrier. In accordance with article L.133-3 of the French Commercial Code, the customer will be deemed to have accepted any product which has not been the subject of reservations by registered letter with acknowledgement of receipt within 3 days of receipt from the carrier, a copy of which will be sent to our company at the same time.

4.4 Acceptance

4.4.1 Without prejudie to the measures to be taken by the customer with regard to the carrier as described in article 4.3, in the event of apparent defects or shortages, any claim, of whatever nature, relating to the products delivered, will only be accepted by our company if it is made in writing, by registered letter with acknowledgement of receipt, within the 3-day period stipulated in article 4.3.

4.4.2 It is the buyer's responsibility to provide proof of any defects or shortages.

4.4.3 No goods may be returned by the customer without the express prior written consent of our company, obtained in particular by fax or e-mail.

Our company will only be liable for the cost of returning a product if an apparent defect or missing iten is found by our company or its representative. Only the carrier chosen by our company is authorized to return the products concerned.

4.4.4 If, after inspection, an apparent defect or shortage is found by our company or its representative, the customer may only ask our company to replace the non-conforming items and/or to make up for the shortages at our company's expense, without the customer being entitled to claim any compensation or to cancel the order.

4.4.5 Unconditional acceptance of the products ordered by the customer covers any apparent defect and/or shortage. Any reservations must be confirmed in accordance with article 4.4.1.

4.4.6 Complaints made by the purchaser in accordance with the terms and conditions described in this article do not suspend payment by the customer for the goods concerned.

4.4.7 Under no circumstances can our company be held responsible for destruction, damage, loss or theft during transport, even if it has chosen the carrier.

4.5 Suspension of deliveries In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect for 48 hours, our company reserves the right to suspend all current and/or future deliveries.

4.6 Goods not collected In the event of goods not being dispatched, but instead being placed at our warehouse, any goods not collected after expiry of the agreed deadline remain at te customer's disposal. Goods not collected will be stored at the customer's expense and risk, subject to a fixed charge of €10/day.

4.7 Payment Our invoices are payable at our domicile, in accordance with the LME law. All orders that we agree to execute are done so on the understanding that the customer presents sufficient financial guarantees, and that he will effectively pay the sums due on their due date, in accordance with the law. Also, in the event of new business, and if our company has serious or specific reasons to fear payment difficulties on the part of the customer at the date of the order, or subsequent thereto, or if the customer does not present the same guarantees as the date of acceptance of the order, our company may make acceptance of the order or its continued execution subject to partial payment in cash, with the balance to be paid on delivery. Our company shall also have the right, prior to acceptance of any order, as well as during its execution, to require the customer to provide accounting documents, and in particular profit and loss accounts, even provisional ones, enabling it to assess the customer's solvency. In the event of refusal by the customer to pay in cash, without any sufficient guarantee being offeref by the latter, our company may refuse to honour the order(s) placed and to deliver the goods concerned, without the customer being able to argue an unjustified refusal to sell, or to claim any compensation whatsoever.

4.8 Refusal of order In the event that a customer places an order with our company without having paid for the previous order(s), our company may refuse to honour the order and deliver the goods concerned, without the customer being entitled to claim any compensation whatsoever, for any reason whatsoever.

Article 5 - Rates - Prices

5.1 Rates

5.1.1 The current price list may be revised at any time, after prior notice to our customers. Any price change will automatically apply from the date indicated on the new price list.

5.2 Prices

5.2.1 Our prices are set by the price list in force on the day the order is placed. They are always exclusive of tax, unpacked products, taken from our stores.

5.2.2 Our prices are ex works, unless expressly agreed otherwise in advance with the customer.

The fact that shipment is effected "carriage paid" or that the seller or a commission agent has effected shipment of the order on behalf of the customer in no way alters the above rules and the effects attached to the date o which the goods are made available in our warehouses.

5.2.3 They are calculated net, without discount, and payable in accordance with the LME law, unless otherwise specified in article 4.6.

As a general rule, and in accordance with legal provisions, payment terms may not exceed 45 days end of month or 60 days from the date of invoice.

5.2.4 Unless otherwise agreed, late delivery does not entail cancellation or modification of the contract. They do not give rise to claims for damages. Penalty clauses appearing on our customers' commercial papers cannot be invoked against us.

5.2.5 The lead times specified in an order are only accepted by and binding on our company under the following conditions: compliance by the customer with the terms of payment and advance payments, timely supply of technical specifications, absence of delays in studies or preparatory work, absence of force majeure, social, political, economic, climatic or technical events hindering the operation of our factories or their supply of components, energy or raw materials.

5.2.6 Unless otherwise agreed, packaging is determined and prepared by our company. They are invoiced in addition to the prices indicated and are not taken back.

5.2.7 Tooling made to a customer's model or drawing is reserved for the customer's exclusive use, and is kept at our expense for five years from the date of delivery of the last order. Under no circumstances may they leave our workshops.

Article 6 -Non-payment

6.2.1 Penalties of three times the legal interest rate will be applied to any amount including VAT not paid by the due date. Theses penalties are payable by operation of law and will be automatically debited from the customer's account. In addition, and in application of law n°2012-387 of Marc 22, 2012 simplifying the law, a fixed indemnity for collection costs will be claimed from the debtor. Its amount has been fixed at €40 by decree n°2012-1115 of October 2, 2012.

This indemnity is payable ipso jure, without prior reminder or formal notice.

Without prejudice to the penalties mentioned at the beginning of this article, and after prior formal notice, a surchage of 15% of the outstanding sums will be applied, with a minimum of €500.

6.2.2 In addition, our company reserves the right to bring an action before the competent court to put an end to such non-performance, subject to a daily penalty for each day of delay.

Article 7 - Reservation of ownership

7.1 The transfer of ownership of our products is suspended until full payment of the product price by the customer, in principal and accessories, even in the event of payment terms being granted. Any clause to the contrary, notably included in the general terms and conditions of purchase, is deemed unwritten, in accordance with Article L.624-16 of the French Commercial Code.

7.2 By express agreement, our company may enforce its rights under the present retention of title clause, in respect of any of its claims, on all of its products in the customer's possession, the latter being conventionally presumed to be those unpaid, and our company may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel sales in progress.

7.3 The customer may only resell products in the normal course of business, an may under no circumstances pledge or grant a security interest in unpaid inventory. In the event of non-payment, the customer shall refrain from reselling inventory up to the amount of unpaid products.

7.4 In the event of non-payment of an invoice on the due date, our company may also demand the cancellation of the sale after sending a simple formal notice. Similarly, our company may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the possession of the customer, who hereby undertakes to allow free access to its warehouses, stores or other premises for this purpose, ensuring that identification of the company's products is always possible.

7.5 In the event of the opening of receivership or liquidation proceedings, current orders will be automatically cancelled, and our company reserves the right to reclaim goods in stock.

7.6 The present clause does not prevent the risk in the goods from being transferred to the purchaser as soon as they are delivered to him.

7.7 From the time of delivery, the purchaser is constituted the depositary and guardian of the said goods.

In the event of non-payment, and unless we prefer to demand full performance of the sale, we reserve the right to terminate the sale after formal notice and to reclaim the goods delivered, with return costs to be borne by the purchaser and any payments made to us to be retained as a penalty clause.

Article 8 - Warranty for apparent and hidden defects

8.1 Products must be checked by the customer on delivery, and any claims, reservations or disputes relating to shortages or apparent defects must be made in accordance with the conditions set out in Article 4. In the event of apparent defects, defective parts will be replaced by us, subject to verification of the alleged defects.

The customer must provide full justification for any defects found, and our company reserves the right to carry out, directly or indirectly, any on-site inspection and verification.

8.2 Complaints of defects existing at the time of delivery, and revealed after receipt of the products, must be made by the customer in writing within 3 days of the date on which he discovered the lack of conformity. No complaint will be taken into account if it is made more than 3 clear days after delivery of the products.

8.3 No action for non-conformity may be brought by the customer more than 30 days after delivery of the products, provided that he has been notificed within three days, in accordance with articles 8.1 and 8.2. It is expressly agreed by the customer's acceptance of these general terms and conditions of sales that, after the expiry of this period, the customer may not invoke the non-conformity of the products, nor raise it as a counterclaim in defence of an action for debt recovery brought by our company. If these conditions are not respected, our company cannot be held liable to the customer for any hidden defect.

8.4 Defects and deterioration of the products delivered as a result of abnormal storage and/or conservation conditions at the customer's premises, in particular in the event of an accident of any kind whatsoever, shall not entitle the customer to the guarantee owed by our company.

8.5 Under the warranty for latent defects, our company will only be liable to replace, free of charge, or reimburse the defective goods, without the customer being entitled to claim damages for any reason whatsoever.

8.6 Our company guarantees its products against hidden defects, in accordance with the law, custom and jurisprudence, and under the following conditions.

Our warranty applies only to products which have become the property of the purchaser. It applies only to products manufactured entirely by our company. It is excluded if our products have been used under conditions of use or performance not foreseen.

Our warranty covers hidden defects only. As our customers are professionals, a latent defect is defined as a manufacturing fault in the product which renders it unsuitable for its intended use and which could not have been detected by the purchaser prior to use. A design defect is not a hidden defect, and our customers are deemed to have received all technical information relating to our products.

We do not cover damage and wear resulting from special, abnormal or non-standard adaptation or assembly of our products, unless this has been carried out under our supervision.

Our warranty is limited to the replacement, repair or refund of defective parts. Our warranty is limited to the first six months of use. Our parts are deemed to have been used by our customers within 3 months of delivery. In any event, our customers must provide proof of the date of first use. Our warranty ceases to apply if our customer fails to notify us of the alleged defect within 20 clear days of its discovery. It is the customer's responsibility to prove the date of the discovery.

Article 9 - Force majeure

Force majeure or fortuitous events are beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, insofar as their occurence renders performance of the obligations totally impossible.

In particular, the following are considered to be cases of force majeur or fortuitous events which relieve our company of its obligation to deliver within the initally agreed delivery dates: strikes by all or part of our company's staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, inability to obtain supplies of raw materials, epidemics, thaw barriers, roadblocks, EDF-GDF strikes or supply disruptions, or supply disruptions for reasons not attributable to our company, as well as any other cause of supply disruptions attributable to our suppliers.

In such circumstances, our company will notify the customer in writing, in particular by fax or e-mail, within 24 hours of the date of occurence of the events, the contract binding our company and the customer then being suspended ipso jure without compensation, from the date of occurrence of the event.

If the event lasts more than 30 days from the date of its occurrence, the sales contract concluded by our company and its customer may be terminated by the most diligent party, without either party being entitled to claim damages.

This cancellation will take effect on date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.

Article 10 - Jurisdiction

10.1 Our company elects its registered office as its domicile.

10.2 Any dispute concerning the application of these general terms and conditions of sale and their interpretation, their execution and the sales contracts entered into by our company, or the payment of the price, shall be brought before the Commercial Court of the registered office of our company, i.e.MEAUX, irrespective of the place of order, delivery and payment and the method of payment, and even in the event of a warranty claim or multiple defendants.

10.3 The attribution of jurisdiction is general and applies whether the claim is a principal claim, an incidental claim, an action on the merits or a summary proceeding.

10.4 In addition, in the event of legal action or any other action to recover debts by our company, the costs of summons, court costs, as well as lawyer's and bailiff's fees, and all ancillary costs will be borne by the customer at fault, as well as any costs related to or arising from the customer's failure to comply with the payment or delivery conditions of the order in question.

Article 11 – Waiver

The fact that our company does not avail itself at any given time of any of the clauses herein shall not constitute a waiver of its right to avail itself of the same clauses at a later date.

Article 12 - Applicable law

Any question relating to the present general terms and conditions of sale and to the sales governed by them, which is not dealt with by the present contractual stipulations, shall be governed by French law to the exclusion of any other law, and, by way of supplement, by the Vienna Convention on the International Sale of Goods.