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APPLICATION

Subject to any special terms negotiated between BOËT STOPSON and its Customers, all orders or estimates for the supply of industrial products (“Products”) and engineering work (“Services”) shall be governed exclusively by these General Terms of Sale (“GTS”). Consequently, neither the modification of an initial offer by BOËT STOPSON, nor the acceptance or payment of an order, shall constitute acknowledgement or acceptance of the Customer’s general terms.

ORDERS

No declaration, offer or description made or published on the Internet in a catalogue, list, prospectus or other medium shall constitute a commitment with contractual value.

Quotations are valid for a period of two (2) months. The prices indicated are expressed in euros. Unless otherwise specified or approved by BOËT STOPSON, prices are defined as including ordinary packaging, without taking into account more stringent legal or technical measures, particularly for the processing, recovery or recycling of packaging. All costs incurred for the execution of an order that are not specifically assigned by the terms of this order or Incoterms, shall be charged to the Customer.

Orders duly completed by the Customer and received by post or email constitute valid contractual offers. However, an order may be subject to conditions such as prior communication by the Customer of all specifications required for Product conformity, including a named destination, a regulatory or normative obligation, or other conditions. Should the Customer fail to provide the required information, BOËT STOPSON shall have the right to reject its liability for non-conformity or delayed execution of the order. Each order is conditional on BOËT STOPSON’s written acceptance by post or email and it is the Customer’s responsibility to retain proof of acceptance. BOËT STOPSON has the right to accept all or part of an order.

MODIFICATIONS

Any modification of an order by the Customer, made in writing, may be accepted by BOËT STOPSON, provided that all corresponding costs are invoiced and/or the delivery period extended. For its part, BOËT STOPSON may at any time make modifications to the order by sending its instructions regarding (I) plans, design, specifications or technical data, (II) the shipping method, packaging and loading, (III) the place of delivery, (IV) quantities, (V) delivery schedules, (VI) the place that delivery is checked, (VII) the place of final inspection of the Products and Services. If such modifications lead to increased costs or delivery times, the costs or delivery times may be adjusted. If BOËT STOPSON requests a modification and the Customer does not reply within five (5) business days, the Customer shall be deemed to have accepted it. If the Customer refuses the modification, its decision shall be deemed to constitute a dispute under these Terms.

DELIVERY – TRANSFER OF RISK – ACCEPTANCE

Unless otherwise specified in the order, deliveries are made on Incoterms 2010 basis – FCA (free carrier), loaded, agreed place of fabrication, and must be collected within seven (7) calendar days from the date of the notice. If Incoterms are not agreed or the location not named, delivery shall be assigned to the first available carrier. Risk on the Products always transfers to the Customer at delivery.

Deliveries shall be made within the stated deadline, except in irresistible circumstances involving delays caused by subcontractors, suppliers or third parties, or in cases of force majeure, in particular unforeseeable events, war, riot, government decisions, fire, flood, epidemic, entry restrictions, embargo, strikes or severe weather. In the case of delay for any reason, the Customer shall not be entitled to claim direct or indirect damages under these Terms, and shall not have to pay any compensation or penalty. All warehousing costs resulting from delayed pickup by the Customer or third parties, shall be invoiced in addition. Partial deliveries are permitted.

In addition to declaring reserves to the carrier as part of a separate contract, the Customer has the obligation to check the received Products within three (3) calendar days from their arrival at the destination, to verify their conformity with the terms of the order and to communicate the results to BOËT STOPSON without delay. Should the Customer fail to check the Products within the stated deadline, they shall be deemed compliant and the Customer excluded from the guarantee.

PAYMENT

Unless otherwise specified or approved by BOËT STOPSON, payment must be made no later than the handover of the Products at the destination. As payment within the stated deadline is an essential obligation without which BOËT STOPSON would not have agreed to sell, any delay in payment beyond the due date or other date agreed by BOËT STOPSON, may entail, at its sole discretion, (I) the application of late payment penalties equal to the BCE rate + ten (10) percent a year, without formal notice, from the first day following the deadline, (II) the application of a €40 charge per invoice, for incurred costs, (III) the application of a fixed compensation of twenty (20) percent of the invoice amount, (IV) the retention of all downpayments as provisional damages, and (V) the authorisation to enter the sites to retrieve the Products or to mandate an agent to do so.

ASSIGNMENT – TRANSFER OF OWNERSHIP

The price of an order shall never include the transfer of intellectual or industrial property rights, unless otherwise agreed in a separate contract. No document relating to an order may be communicated to a third party without the written consent of BOËT STOPSON.

The Customer agrees that the ownership of the Products and Services remains the property of BOËT STOPSON until payment has been received in full of all amounts due, notwithstanding the transfer of risk.

WARRANTY

The warranty is valid for a period of twelve (12) months from the final acceptance of the Supplies and/or Services or eighteen (18) months from delivery. This applies only to materials and equipment delivered by BOËT STOPSON. When Products are acknowledged by BOËT STOPSON to be faulty, the Customer’s only recourse regarding its order, and at the sole discretion of BOËT STOPSON, is (I) repair, (II) modification, or (III) replacement of the Products and Services, without extension of the warranty period.

GOVERNING LAW – DISPUTES

These Terms are governed by French law. When a Customer has its address or is registered in the European Union, it expressly agrees to submit all disputes regarding its order or its contracts concluded with BOËT STOPSON, to the jurisdiction of Lille Court, France. However, if it has its address or is registered outside the EU, it expressly agrees to submit all disputes involving but not limited to training, validity, binding effects, interpretation, execution, breach or termination of its order or contract, including all non-contractual claims, to the Court of Arbitration (CAREN) in Lille, France. The Court of Arbitration shall consist of a single arbiter. The place of arbitration shall be Lille. The arbitration shall be conducted in French. The decision on the dispute, controversy or complaint shall be decided in accordance with the law specified above.