General terms of sale

ARTICLE 1 - APPLICATION OF THE GENERAL TERMS OF SALE: Any order implies that the purchaser complies fully and without reserve to these general terms of sale. No particular condition, except formal and written acceptance of the seller, can prevail against the general terms of sale. Any contrary condition fixed by the purchaser will, in the absence of express acceptance, not be opposable with the seller, whatever the moment it could have been brought to his attention. The fact that the seller does not assert his rights at a given time on any of these general terms of sale cannot be interpreted as being worth renunciation to prevail later over any of the general terms of sale.

ARTICLE 2 - ORDER: The orders addressed to MARDIS S.A, either directly to the company, or transmitted by its agents, or representatives, imply, in any case, the acceptance of these general terms of sale. However, they are valid and executory only after acceptance by an authorized representative of the company. Any sale is firm and final.

ARTICLE 3 - CATALOGS AND LEAFLETS: The explanatory leaflets, folders, catalogues, cannot be regarded as firm offers on behalf of the company. It reserves the right at any time to make any modification to its products which it considers useful without obligation to modify the products previously delivered or in the process of delivery.

ARTICLE 4 - DELIVERY PERIODS: The delivery periods are given only as an indication and do not engage the company MARDIS S.A. The company MARDIS S.A. is allowed to carry out total or partial deliveries. The order is carried out when the goods are dispatched to the carrier. Deliveries exceeding the time limit cannot give right to damages, with reserves, nor cancellation of pending order. However, if two months after the agreed date of delivery, the goods were not delivered, for other causes than Acts of God, the sale could then be solved at the request of either of the parties. Are regarded as Acts of God, discharging the seller from his obligation to deliver: war, civil riots, strikes, accidents or impossibility of getting supplies.

In any assumption, the delivery within the deadlines can intervene only if the purchaser is up to date with his obligations towards the company, whatever the reason is.

ARTICLE 5 - TRANSPORT: The goods travel at the risks and dangers of the recipient. The transfer of the risks is carried out at the delivery of the goods by MARDIS S.A. or by a subcontractor. Therefore, it is the responsibility of the purchaser to take reception of the goods at their delivery and to exert, if necessary, recourse against the carriers within two days, by registered letter with acknowledgment of delivery, and to inform the seller at the same time. The responsibility of MARDIS S.A. could not be committed on a purely incidental basis if the carrier failed for lack of insurance.

ARTICLE 6 - RECEPTION: Without prejudice to the provisions towards the carrier, the complaints for nonconformity of the product delivered to the ordered product or to the forwarding form must be formulated by letter within eight working days following the delivery of the goods. It will be up to the purchaser to provide all justifications as for the reality of the defects or anomalies noted. No return of goods could be processed without the prior agreement of the seller. Failing this, the expenses and risks resulting from this return will be integrally supported by the purchaser. It would be the same if it finally appears after expertise that the delivered products are in conformity and have no defect or anomaly.

ARTICLE 7 - PRICE: The fixed prices are tax free, warehouse departure. All new tariffs published by MARDIS S.A. cancel and replace the previous ones.

The tariffs are communicated as an indication and can constantly undergo fluctuations. They do not constitute in any case a firm offer. The drawing up of the invoices is carried out in accordance with the current effective legislation at the delivery date.

ARTICLE 8 - INVOICING AND PAYMENT: The invoices are payable within thirty days, at the end of a ten day period after the invoicing, by: bill of exchange, transfer, or payment by cheque enclosed with the order (or received in the ten days of the invoicing date) under deduction of a discount of 2%.

In the case of deferred payment or term payment, due term cashing in constitutes a payment within the meaning of this article, and not the simple handing-over of a commercial draft or a cheque implying an obligation to pay.

ARTICLE 9 - NON-PAYMENT: In the case of delay of payment, the seller will have the right to suspend all the pending orders, without damage of any other way of action. Any unpaid sum at the agreed time limit will give right, automatically and without injunction beforehand, notwithstanding article 1153 of the French civil code, at the payment of post maturity interest at the bank base rate at the day of the invoicing, raised of five points, these interests running from the expiry date until the complete payment. In the event of non-payment forty eight hours after an injunction remained unfruitful, the sale will be cancelled automatically by the will of the seller, who will have the right to ask for a summary judgment for the restitution of the products without prejudice of damages. The resolution will include not only the unpaid order, but also all the unpaid former orders, which have been delivered or in the course of delivery, the payment due or not. In the case of payment by commercial draft, the defect of return of the effect will be regarded as a refusal of acceptance comparable to a non-payment. In the same way, when the payment is spread, the non-payment of only one settlement will involve the immediate payability of the entirety of the debt, without injunction. The purchaser will have to refund all the expenses caused by the contentious collection of the outstanding amounts. Any invoice collect done by the legal department will be increased, as non reducible penalty clause within the meaning of article 1.229 of the French civil code, of a compensation fixed contractually at 15% of the amount of the invoice net of tax. In any case, the payments cannot be suspended nor be subject to any compensation without the written and prior agreement of the seller. Any deterioration of the purchaser’s credibility can justify the requirement of guarantees or cash payment or by payable draft at sight before the execution of the received orders.

ARTICLE 10 - RESERVE OF PROPERTY: In accordance with the clauses of the French law N° 80-335 of May 12th 1980 and article 121 of the law of January 25th 1985, all our sales are concluded with property reserves. Consequently, the transfer to the purchaser of the property of the sold goods is suspended until the integral payment of the price. In this respect, the handing-over of bills or titles constituting an obligation to pay does not constitute in any case a payment within the meaning of the present clause. Consequently, as long as the payment is not entirely completed, the goods will have to be returned over to the seller as soon as possible at the expenses of the purchaser, on request of the seller expressed by registered letter with acknowledgment of delivery. The seller is permitted, in the case of failure of the purchaser to restore the goods, to take any action in order to recover himself or to make recover the goods under reserves of property. The operations will be carried out at the expenses and risks of the purchaser.

For the application of this clause, the goods in stock are considered to be those unpaid. The purchaser cannot mortgage or transfer as a guarantee the property of the goods delivered before their complete payment.

The purchaser is not allowed to resale the delivered goods in the case of suspension of payment or insolvency. The purchaser takes charge of the risks in the event of loss or destruction of the goods. He commits himself, at the time of the conclusion of the contract to insure the sold goods, on behalf of the seller, by an insurance policy guaranteeing the risks of civil responsibility, fire, explosion, theft, water and machine damages and electric risks. It is understood that this convention will be applicable to any business deal negotiated between the seller and the purchaser named above.

ARTICLE 11 - GUARANTEES: The purchaser acquires the products as they are. The information concerning the products and instructions of use which are given at the time of the sale of the goods are an indication and do not imply any engagement of the seller, the customers have to ensure that the product is adapted to their need. The purchaser commits himself not to distribute, at any occasion, products in the month preceding the Use by date.

ARTICLE 12 - DIVISIBILITY: Any provision of the present revealed as invalid for any reason do not lead to the nullity of the other provisions which preserve full power and effect between the parties.

ARTICLE 13 - ATTRIBUTION OF JURISDICTION: All the contestations concerning the interpretation, the execution or non-execution, the conservative measures and all the other actions in relation with the present general terms of sale, are applicable under current French law and will be subjected to the jurisdiction of the Court of commerce of MONTPELLIER.