General Conditions of Sales

A In these present General Conditions of Sale, the term “the Company” refers to TECHNOGENIA and the term “the Customer” refers to the person or legal entity dealing with TECHNOGENIA.

B Acceptance and Rejection of the General Conditions of Sale

B1 Any agreement of both parties on orders implies the Customer’s full knowledge and unconditional acceptance of these General Conditions of Sale. Any stipulations different to or contrary to these Conditions that might be found in any document originating from the Customer, before or after the placing of an order, are invalid unless the Company gives express acceptance of such in writing.

B2 The Customer accepts and acknowledges these General Conditions of Sale by the fact of placing an order or by sending parts for hardfacing.

B3 Any failure at any time on the Company’s part to exercise any of the terms of these General Conditions of Sale shall not be understood as a renunciation by the Company of its right to exercise these terms subsequently.

C Prices

C1 Prices are net, ex-works and excluding packing.

C2 Prices are for parts or products identical to those specified in orders. Any modifications to parts, their nature, profile, size or quantity shall therefore entail corresponding modifications of the previously agreed price.

C3 Goods are invoiced at the prices ruling on the date of dispatch.

C4 Orders for less than 150 Euros will be subject to a handling charge of 15 Euros.

D Quality – Quantities – Weights

D1 Goods are manufactured and supplied to the usual tolerances concerning sizes and weights, except in cases where the Company has duly confirmed its agreement in writing.

D2 Depending upon manufacturing requirements, the Company may deliver and invoice quantities 10% higher or lower than those ordered by the Customer.

E Delivery and Terms of Delivery

E1 The term « Delivery » means that the goods may be handed directly to the Customer, that notice is given of their availability or delivery in the Company’s premises or warehouses to a forwarding agent or carrier.

E2 Deliveries are made according to availability and in the order in which orders have been accepted. The Company may deliver goods ordered as a whole or in batches.

Delivery times are given as precisely as possible. They depend upon availability of materials and transport.

Late deliveries shall not give rise to damages, withholding of payments or cancellation of orders.

Orders may be cancelled at the request of either party should goods not have been delivered for two (2) months after the date of delivery indicated, for reasons other than force majeure. The Customer can not claim indemnification nor damages.

F Place of processing

Goods sent by Customers for processing in France may be processed at TECHNOGENIA SA’s works or at those of its subsidiaries

G Exclusion of Warranty and Force Majeure

G1 The Company does not guarantee that the parts it has hardfaced will be capable of serving their intended purpose, even should the Company have had knowledge of such purpose. Customers bear all the risks of and the entire responsibility for the results obtained using parts hardfaced and delivered by the Company, be it in manufacturing processes or for any other purpose.

G2 The following shall be deemed as force majeure, preventing or delaying the manufacture of products or parts to be delivered: partial or total strikes, floods, fires, riots, natural disasters, civil wars, accidents concerning manufacturing equipment, delayed or interrupted transport, the impossibility of obtaining supplies and legal or administrative decisions.

H Complaints

H1 Immediate upon delivery, Customers must inspect the goods delivered and the quality of the hardfacing in the case of hardfaced parts.

H2 Unless a complaint is made within two weeks (15 Days) of delivery, Customers are deemed to accept unreservedly the work done by the Company on hardfaced parts and to renounce any claim against the Company.

H3 All goods, even if shipped carriage free, are sent at the Customer’s own risk. The latter’ssole recourse in the case of loss or damage shall be against the carrier. Any refusal shall entail the return, free of all charges, of the goods to the Company. Complaints will be deemed valid only if made by registered post within 48 hours of taking delivery.

H4 No claims whatsoever against the Company (including claims for defective hardfacing and/or damages to the parts themselves due to the removal of defective hardfacing with the standard removal techniques developed by the Company), be they due to neglect or otherwise, shall exceed in their total amount the price asked by the Company for hardfacing the part or parts giving rise to the complaint.

I Terms of payment – Retention of Ownership

I1 Goods are to be paid for within 30 days of the date of dispatch or of the goods being made available, unless special payment terms have been specified by the Company in the acknowledgement of receipt of the order.

For payments being made by promissory notes or accepted bills of exchange, these documents shall be returned to the Company as quickly as possible as required by normal trade practices and commercial law whatever the date of maturity of the bill and, at the latest, within two weeks. Payments shall otherwise be deemed to be late, irrespective of the terms of payment, the Customer losing the benefit of the terms of payment agreed initially.

In accordance with article L441-6 of the Commercial Code as ensuing on the economy modernisation law No. 2008-776 of the 4th August 2008, any late payment will attract interest for late payment equal to the most recent Central European Bank refinancing rate plus ten points.

By virtue of the application of article L441-6 alinea 12 of the Commercial Code modified by the law of the 22 March 2012 and by enactment of article D.441-5 of the Commercial Code, a fixed rate recovery fee of forty (40) Euros will be automatically applied to the Client from the first day’s delay. If the recovery costs are higher, additional compensation will be applied subject to justification by the Supplier.

Should the Supplier see fit, any delay in remitting a payment due will result in the contractual payment schedule lapsing and in the immediate payment of all sums payable.

Should the Supplier exercise his right to one and/or the other of these provisions, this shall not prevent him from the option of applying the title reservation clause stipulated under article –

I2 Transfer of ownership of the goods to the Customer depends on the payment of the price in full.

Failure to pay the price or any instalments when due will entail the Company claiming the return of the goods or immediate payment and this will be duly notified by recorded delivery with acknowledgement of receipt.

The Customer shall assist the Company should the latter be required to act to protect his ownership of the goods.

All the risks pertaining to the goods sold, including any arising from force majeure are transferred to the Customer upon delivery.

I3 Claims made about the goods delivered do not release the Customer from paying invoices when due.

I4 The Company reserves the right to change the terms of payment and to require payment in advance or to be given suitable guarantees, should there be any question of the Customer’s solvency The Company shall suspend any further deliveries as long as it has not received payment or guarantee should the Customer not comply with the Company’s new terms of payment.

J Conditions applicable and Jurisdiction

J1 The “Incoterms” in their latest form, as published by the International Chamber of Commerce, are an integral part of these General Condition of Sale.

J2 Any disputes arising from the interpretation or application of these special and general conditions of sale shall fall within the exclusive jurisdiction of the Court at Annecy for sales made in France. For sales outside of France, only French law will apply and any dispute arising shall fall within the jurisdiction of the French courts.

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