GENERAL

SALES CONDITIONS

Unless otherwise and expressly accepted by us to amend one or other of the clauses, all our goods are sold under the following conditions even if stipulated otherwise on the customer purchase order.

In other respects, prices offers according to aproximate ratio will only be an estimated price based on the actual available information. They are only given as an estimation. Only materials ordered and shifted will be invoiced.

After the customer’s order has been confirmed, the buyer cannot cancel it unilaterally according to its own will and the goods shall be ready for shipment after being invoiced.

Our quotations, and all drawings, samples and sketches attached to them are protected by laws on patent rights and remain therefore our property. They must not be used, changed, sold or given, even partially, without our approval. The use of ABCD documents, including technical information, by a third party, can be punishable by law.

The project-based drawings made by ABCD are not binding. Details like dimensions or surfaces included in these drawings have no contractual value, until verified by you.

Delivery times are only indicative and not binding; although carefully calculated, the delivery times are merely approximations and delays on the delivery dates indicated on our order acknowledgements may not lead to compensation; the buyer expressly renounces the provisions of article 1611 of the French Civil Code. Under no circumstances may the goods be refused or claims for damages be submitted because of unforeseeable delays.

The prices indicated on our tenders and estimates are only indicative as they are estimated according to approximate ratios. In all eventualities, all of the delivered goods will be invoiced according to the details of our order acknowledgement and/or the delivery order. All prices are based on the economic conditions in force at the time of their release. They are subject to modification in accordance with any changes in these conditions, even after the order is recorded, except in the case of written agreement to the contrary. Prices may also change at the time of invoicing if the supply or work is different from the initial pricings.

Payment of invoices will be made within 30 days after the end of the month during which the order is sent unless otherwise stipulated by us in writing. Non-payment of the invoice at the given date will automatically give rise to an additional charge of 1,25% per month of the total debt and suspension of all further deliveries. In the case of legal action and the recovery of the goods by legal means either by conciliatory action or extra-judicial writ with the total of the invoice or negotiable instrument will be increased by 10% of the legal penalty. Furthermore, our sale terms depend on the financial insurance of the client at the time of order. All later modifications that could compromise the fulfilment of our commitments will give us authority to demand guarantees as deemed necessary.

Our liability ends immediately after delivery of the goods to our customer, whether this delivery takes place within our warehouse or on-site. Our goods are always transported at the consignee’s risk when the goods are delivered carriage-free. It is the buyer’s responsability to indicate all reservations to the carrier immediately upon accepting delivery of the goods. These reservations must be confirmed by registered letter with acknowledgement of receipt within three days of reception (article 105 of the French Trade Code). Copy to be sent to us for information. Under no circumstances may transport incidents be our liability. Cases of circumstances outside our control - state of war - strike by our or our supplier’s employees - wilful damage to machines or equipment - considerable shortage of materials, transport, manpower, etc., release us of all liability and exonerate ABCD INTERNATIONAL responsibility towards the buyer. Any goods being re-ordered consequently to an ongoing transport incident will be invoiced.

Claims: It is the buyer’s responsability to inspect the packages with regard to quality and quantity immediately on taking delivery. Any clain on our goods will be considered as null and void if not sent to us within eight days following the date of delivery or placement at customer’s disposal in our warehouse. Goods may only be returned after formal acceptance by us. In the case the return of the goods including packaging will be effected by us free of charge. In all cases our liability is limited to the replacement of the goods.

The transfer of ownership of the goods is subject to full payment of the purchase price and associated costs. According to the 12th May 1980 law, modified by articles 121 and 122 of the law n°85-95 of 25th January 1985, the seller reserve the goods property sold to the full payment of the price invoiced, payment is understood when the price is effectively embanked.

Up to the effective payment and since the delivery, risks are transferred to the buyer who assumes damages responsibility that the goods could suffer.

The buyer must insure the goods against lost and damages.

The buyer has the right to sell the delivered goods; in case of reselling, the buyer will assign to ABCD all payments made to him by the third party in the limit of the due amount even if this amount is not directly linked to the goods being delivered.

IN THE CASE OF PARTIAL OR TOTAL NON-PAYMENT TO ABCD AT THE DUE DATE OF THE ABCD INTERNATIONAL’ INVOICES, ACCORDING TO THE ARTICLES N°115 AND NEXT, AND ACCORDING TO THE 25TH JANUARY 1985 LAW, MENTIONNED HERE ABOVE, MODIFIED BY THE LAW N°94-475 OF THE 10 TH JUNE 1994, ABCD HAS THE POSSIBILITY TO CLAIM THE PRODUCTS OBJECT OF THE INVOICES, ACCORDING TO THE PRESENT LEGISLATION. THESE PRODUCTS OBJECTS OF THE INVOICES, ARE STRICTLY SUBJECTED TO THIS “PROPERTY PROTECTION” LAW.

It is expressly done, and in every case, allocation of jurisdiction with the Evry Commercial Court even in case of guarantee’s call and of defendant’ plurality. The various delivery or payment’s terms do not bring neither innovations, nor infringements in this allocation of jurisdiction.

Sauf acceptation contraire expresse de notre part à la modification d’une des clauses, tous nos articles sont vendus aux conditions ci-après, nonobstant toute stipulation qui pourrait être mentionnée sur les ordres d’achat de nos clients.