Our general terms of sale

INTRODUCTION - Under no circumstance will the buyer be entitled to claim that it was unaware of the general terms and conditions set forth below, and no exceptions will be allowed. In the event of a conflict between our terms and conditions and those of the buyer, our terms and conditions will prevail over those of the other party.

1.ORDERS - Any order submitted to us necessarily and automatically implies acceptance of our terms and conditions of sale, to the exclusion of all terms and conditions that we have not expressly approved beforehand in writing. Orders must mention the exact reference numbers and names or our modules, as they appear in our catalogues. We reserve the full right to freely accept or reject any order without any commitment on our part. Once an order has been accepted by us, it may not be cancelled by the customer insofar as said order has been confirmed through an acknowledgment of receipt.

2.PURCHASE PRICE - The prices listed in our catalogues or fliers are provided only as a reference and are non-binding unless otherwise agreed in writing. It is understood that these prices are subject to modification at any time, just as our models are subject to modification or elimination. Unless otherwise stipulated, our prices are listed as net prices, taxes not included. The price invoiced will be that in effect on the date of the order.

3.SHIPMENTS - TRANSPORTATION - Delivery times are always provided merely as a reference; it is expressly stipulated that we may not be held responsible in any way nor for any reason in the event of the delayed or non-delivery of goods indicated in orders that we accepted.

4.DELIVERY ACCEPTANCE- In all cases, it is the customer's responsibility to carry out the operational tests upon receipt of the goods and, if applicable, to issue the corresponding provisos.

Any request for delivery to an address other than that of the usual customer must be approved by SEFAM in writing and may result in additional charges. Deliveries may not, under any circumstances, be made to a private individual.

IN ALL CASES THE RECIPIENT MUST VERIFY THAT THE PROPER NUMBER OF PACKAGES HAS BEEN RECEIVED AND THAT THE GOODS ARE IN GOOD CONDITION IN THE PRESENCE OF THE DELIVERY PERSON - The recipient must clearly indicate any complaints on the carrier's receipt submitted with the goods and must confirm by registered letter within 48 hours, copying the carrier for information purposes. Under penalty of loss of rights for failure to observe a time limit, no complaint will be taken into consideration that does not reach us within 48 hours from receipt of the goods by the customer. All deliveries, barring exceptions (agreed upon between the customer and us) are made by third-party shipping companies unrelated to our company. It is expressly stipulated that such shipments are made on behalf of the customer (and/or the party that issued the order); therefore, we cannot be held responsible in any way for the conditions and turnaround of such deliveries; furthermore, it is expressly stipulated that the cost for such shipments, from our warehouses to the destination as well as from the destination to our warehouses, in the event of a return, shall, in any case, be borne by the customer (and/or the party that issued the order). Likewise, the cost of the return shipment to our workshops for after-sales service shall also be borne by the customer.

5.RETURN OF GOODS - No goods may be returned by the buyer without the written consent of SEFAM. Under no circumstances does our agreement constitute acknowledgment of responsibility. All returns must be sent to our factory with the reference numbers from the order (indicated on our delivery slip and invoice) or, ideally, a photocopy of our invoice. All goods returned without consent will not be accepted under any circumstances.

6.PAYMENT - Invoices are sent by SEFAM on the shipment date and are payable to our company's headquarters upon receipt of the invoice, unless otherwise specified in special terms that may not, under any circumstances, exceed 60 days following the invoice date, pursuant to the public policy provisions of the French Economic Modernization Act ("Loi LME") No. 2008-776 of August 4, 2008. Payment made by bank draft, by payments to a location other than our headquarters, by commercial paper, or by any other method does not constitute an exception to the allocation of jurisdiction to the Commercial Court with jurisdiction over our headquarters. In the event of non-payment of a fraction of the price by its deadline or non-acceptance of a bank draft, or in the event of termination of business activities or sale of business, the total amount outstanding will be immediately payable without the need for any formal notice to pay, notice of protest, or other prior formality.

7.INVOICING. Non-payment of amounts due by the agreed upon deadlines, or the failure to collect or accept the goods sold, shall give rise to the termination of agreements relative to current orders or contracts, without prejudice to all other remedies, without the need to issue any formal notice of default or official demand for payment.

Special terms and conditions for the French overseas territories, Corsica, and export. Our rates are ex-works and do not include taxes.

Shipping costs will be billed at actual cost.

8.DISCOUNT -In the event of early payment before the due date indicated on the invoice, a discount will be granted based on the legal interest rate. Furthermore, in the event of an off-invoice discount, the V.A.T. invoiced must be decreased by the percentage of the V.A.T. relative to the discount.

9.LATE PENALTIES - Given the requirements set forth in the French Commercial Code under Art. L. 441-6, amended by Law No. 2008-776 of August 4, 2008, it is specified that the clause establishing late penalties is applicable to amounts due that are paid after the payment date listed on the invoice, if payment is made after the deadline specified in the general terms of sale. Therefore, any amounts not paid by the deadlines mentioned above will bear interest at a rate set at three times the legal interest rate, applicable as follows: a fraction equal to 1/12 this rate will be applied per month of delay, to the entire amount outstanding. This penalty will be communicated in the form of a formal notice accompanied with a statement of the abovementioned interest after three reminder letters have been sent without effect; such notice will be sent prior to any litigation.

10.WARRANTIES - A two-year warranty from the delivery date is granted covering the devices in question under the terms and conditions set forth by SEFAM, unless otherwise specified between the two parties. However, the warranty will be forfeited if: 1) Technical services were required due to a cause other than normal use of the equipment or if operation of the equipment did not comply with the manufacturer's requirements. 2) Supplies were used other than those designed for proper functioning. 3) Modifications were made to the equipment by the customer or by technicians not trained or authorized in writing by SEFAM. 4) The customer has not complied with the requirements for installation and use. In any case, the warranty will be automatically suspended if the customer has not fulfilled its contractual obligations in terms of payment.A repairing is warranted 3 months. A repairing which occurs during the device warranty period doesn’t extend this warranty.

11.RESERVATION OF TITLE - Our Company retains full title to the equipment delivered, even if this equipment has already been modified or resold, until said equipment has been paid in full. Nevertheless, from the time of delivery, the buyer assumes responsibility for any damage that this equipment may sustain or cause, regardless of whether said damage is the fault of the buyer, a third party, or an event of force majeure. In the event of resale, such resales must be executed on our behalf, with reservation of title; any unpaid amounts owed arising from these resales will automatically belong to us up to the amount owed to us, which means that, should the court-appointed representative [of the buyer] file for bankruptcy, a statement of the amounts owed to our debtor on the date on which bankruptcy was filed must be sent to us upon simple request.

12.USE – LIABILITY - As the devices and products marketed by SEFAM represent advanced technology, buyers are required to ensure that they are used by personnel who are fully qualified for such purpose. In particular, all users must read the recommendations for use provided with the machines and their consumable, in order to avoid any incorrect operation or misuse. SEFAM may not be held responsible under any circumstances in the event of misuse, non-compliance with the manufacturer's instructions, or the improper use of the consumable products and equipment.

13.Obligations of the distributor –

-The DISTRIBUTOR shall set up and maintain a customer database for the individual follow-up of each marketed product (traceability). The DISTRIBUTOR shall on request from SEFAM transit basic customer information (name, address, product type and serial number, date of purchase) to SEFAM free of charge.

-The DISTRIBUTOR (excluding France) shall ensure that the products meet all the necessary requirements, registration or declaration to the local Health Ministry or any other concerned local administration.

-The DISTRIBUTOR shall inform SEFAM in a timely manner in case of injury or risk of injury detected during the use of the product and in case of any incident reported to local authorities.

-If territory is totally or partly included in European Union (excluding France), the DISTRIBUTOR  is appointed as authorised representative of SEFAM to fulfill requirements of 2012/19/UE European Directive on waste electrical and electronic equipment’s in the territory.

14.MODIFICATIONS –SEFAM reserves the right to make all modifications that it deems beneficial to its equipment or to its services, in terms or their quality and make-up. The information and the illustrations may differ from the actual products as a result of manufacturing requirements.

15.JURISDICTION - For all disputes that cannot be resolved amicably by mutual agreement, the Commercial Court of Nancy, France ("Tribunal de Commerce de Nancy") will have exclusive jurisdiction, including in the case of multiple defendants or warranty claims; it is understood that any renunciation of this allocation of jurisdiction can only be granted in a written waiver expressly signed by us for this purpose. Specifically, it is stipulated that any payments made or accepted by us or bank drafts or carriage-paid shipments do not constitute either a novation or an exception to this allocation of jurisdiction clause. These general terms and conditions as well as any subsequent documents will be governed by French law. In the event that one of the clauses of this contract should be deemed null or void, the other clauses will not be affected in any way.

16.SCOPE - These general terms and conditions apply to all prices issued by SEFAM.