> GENERAL SALES TERMS TO GIVE A FRAMEWORK TO OUR PARTNERSHIP

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Thank you for the interest you have shown in Métal Déployé’s products and services.

To ensure that our collaboration a lasting success, we ask you to read carefully the General Sales Terms set out below.

If you need more information, please contact us again. We will do all we can to help you.

 

METAL DEPLOYE GENERAL TERMS AND CONDITIONS OF SALE

1.  Essential character of the present terms and conditions of sale

With the present contract the purchaser undertakes to acknowledge our general terms and conditions of sale for the whole duration of commercial activity.

The present terms and conditions are for the parties a substitute for the law and take precedence over the customer’s terms and conditions of purchase: no exemption will be opposable to these terms and conditions without METAL DEPLOYE expressly agreeing to this in specific terms and conditions, or in the order’s acknowledgement of receipt.

2. Confirmation, alterations to the order

Orders must be confirmed in writing by filling out an order form duly signed by the purchaser. Orders only become final after they have been agreed and confirmed in writing by METAL DEPLOYE. The same applies to any alterations. We refuse to partially or completely cancel an order that is being carried out or for which the raw materials have been obtained. In other circumstances, any partial or complete cancellation of an order can only be accepted after METAL DEPLOYE’s formal agreement and if the purchaser pays compensation amounting to 10%.

We reserve the right to alter or cancel orders that have been placed and agreed to if the purchaser fails to honour its contractual commitments or if we receive information proving that the purchaser’s solvency has deteriorated.

The same will apply if an essential change to the existing terms and conditions is made when the contract is concluded.

3.  Force majeure

Force majeure and unforeseeable events such as, and not limiting,: earth quakes, cyclones, mobilisation, a state of war, rioting, as well as strikes, even partial, lock-outs in our factories or the public industries and services that supply them or are involved with their running, epidemics, labour shortage, lack of freight trucks, if means of transport of whatever sort are interrupted or slowed down, fire, flooding, manufacturing or transport accident, damage to equipment, lack of raw materials, of energy, etc, give METAL DEPLOYE entitlement to cancel its commitments or to temporarily suspend their execution without any damages. In such circumstances, the deadlines for carrying out the order will be extended for a period of time equivalent to that during which METAL DEPLOYE is unable to carry out its obligations on account of the event.

4.  Quality – Approval of goods

When our products are requested without any special terms and conditions for quality, the purchaser may not demand anything other than standard market quality with normal tolerances for dimensions and weights.

All goods leaving our factory are deemed to comply with the quality requested. Before they are dispatched the purchaser is entitled to check their quality; if the purchaser wishes to exercise this entitlement it must make this known in its order and, in this event, METAL DEPLOYE must invite the purchaser x days before the goods are dispatched, the number x being agreed upon in the order.

5. Prices

Our goods are invoiced at the price being charged on the day when the order is placed. Our prices are stipulated as excluding taxes, various duties and taxes, new duties and taxes; packaging costs are included. Unless specifically agreed, transport costs, any potential customs duty and insurance are to be borne by the consignee.

When our sales are spread out over a period exceeding three months, the prices agreed upon when the order is placed will be revised so as to take into account increases occurring in the cost of materials and/or the guaranteed minimum wage. (50% materials, 50% guaranteed minimum wage).

Unless other conditions are laid down, our manufacturing prices are fixed for work on metals delivered in a usual state of softening, namely that they have resistance to elongation and breaking and a hardness that complies with the declared quality.

Under no circumstances shall our liability extend beyond the workmanship that we invoice for.

6.  Deliveries - Claims

For each order, delivery times are given for information only. Unless we expressly agree when the order is placed, a delay in the execution of the present order shall not result in it being cancelled or in any obligation to pay out damages for the delay.

No matter what happens, delivery within the deadlines can only happen if the customer is up to date with its obligations to METAL DEPLOYE, whatever the reason.

We do not guarantee the means of transport; products and their packaging travel at the purchaser’s risk, even if the carriage is paid.

The transfer of risk onto the products takes place as soon as the goods are dispatched from our premises; it is up to the purchaser, if the need arises, to appeal against the carriers.

If the order comprises several deliveries, a default with one delivery does not alter the reciprocal commitments concerning other deliveries.

No liability is accepted for rust, flood or water damage, ovalization or any sort of damage occurring to the goods after they have been loaded: it is up to the purchaser or the consignee to bring any legal action against the carrier or insurance company.

Any claims concerning dimensions, weights, quantities, apparent quality defects, are only admissible within the eight days following the goods’ arrival at the place of destination mentioned in the contract and as far as the purchaser has expressed reservations to the carriers within the standard or legal time limits.

The customer must allow METAL DEPLOYE every opportunity to make a report of these defects and to put them right. It will refrain from intervening itself or from bringing in a third party for this purpose.

No return of goods will be accepted unless expressly agreed beforehand with METAL DEPLOYE, this agreement does not imply any acknowledgement of liability.

The customer will always bear any expenses and risks when returning goods and these will be refunded to the customer should METAL DEPLOYE acknowledge liability.

Under no circumstances is METAL DEPLOYE liable for the standard of the products following any work involving processing, bending, bulges, etc..., to which the customer would subject them, unless it has handed over at the customer’s request an express warranty that applies to the works anticipated and defined by this latter.

The purchaser must instigate any legal proceedings, for whatever reason, especially for hidden defects, before the period of two years expires from when the defect is discovered. Limitation of liability is only valid between professionals with the same specialization.

METAL DEPLOYE’s liability with regard to goods acknowledged to be  substandard or faulty is limited, even in the event of a hidden defect, either to replacement of the goods in question, or to a refund of their value, excluding compensation for any other direct or indirect damage or additional expenses.

Should removal not take place at the time agreed, the purchaser becomes responsible for any expenses that result from this, in particular handling and storage charges etc…

In any event, METAL DEPLOYE reserves the possibility of carrying out the delivery at the purchaser’s expense and risk.

7. Return of goods

There must be a formal agreement between METAL DEPLOYE and the purchaser for any return of goods. Any product returned without this agreement will be kept available for the purchaser and will not result in a credit note being issued. The expenses and risk for the return are always borne by the purchaser. No return will be accepted after a period of 14 days. Returned goods are accompanied by a return form that is to be fixed on the package and they must be in the condition in which the supplier delivered them.

Any returned goods accepted by METAL DEPLOYE will result in a credit note being issued to the purchaser, after qualitative and quantitative verification of the returned products; if the purchaser returns goods without following the above procedure it will be penalized by losing any deposits it has paid.

Defects and damage caused by natural wear and tear or by an external accident (incorrect assembly, faulty maintenance, abnormal use…) are also excluded, as well as any alteration to the product not provided for or specified by METAL DEPLOYE.

8.  Reservation of ownership

METAL DEPLOYE reserves the right of ownership for goods sold and/or delivered  until full payment is made for all that is supplied and owing according to the terms and conditions of the order or contract, the purchaser taking on at any rate the risks of the goods. On the other hand, the transfer of risk of loss and damage for the goods from METAL DEPLOYE will take place as soon as there is delivery and the purchaser has taken delivery of the said products.

How reservation of ownership will be applied:

The purchaser will keep the products sold, in such a way that they cannot be mistaken for other products and can be identified as being our property; otherwise, if others of our products of the same type are found on the purchaser’s premises, these latter will be deemed to be those that have not yet been paid for and our reservation of ownership will be exercised over them. In all events, especially should the purchaser be liquidated, METAL DEPLOYE may draw up an inventory by whatever means, in particular by using a bailiff, of the products which are the subject of the present clause, without this power in any way releasing the purchaser or the official receiver or any other from its obligations. The purchaser may not place the products in pawn or grant any sort of entitlement to a third party; however, it may, as part of its normal operation, incorporate them into other products, process them, as well as sell and/or deliver them either as they are, or after processing or incorporation; should the products be sold and/or delivered, either as they are, or after processing or incorporation, the purchaser must inform the purchasing third party of this reservation of ownership clause, of the assignment of the claim to our benefit and provide METAL DEPLOYE with all the information and documents it needs to recover the assigned claim.

If the purchaser allows a payment to go partially or completely unpaid, METAL DEPLOYE reserves the right to demand the return of all products delivered and at the purchaser’s premises, at the purchaser’s expense and risk. This return does not amount to the annulment of the sale.

Should products subject to our reservation of ownership be taken back, the purchaser will be credited by METAL DEPLOYE for partial payments that have been made, from which will be deducted the total amount of expenses incurred by taking back the goods (transport, storage, dismantling ...) and the loss arising from the depreciation of the products that may result from the condition in which they were when they were taken back or their drop in price between the contract date and the day when the goods are taken back.

Should the purchaser fail to immediately carry out its obligation to return the goods, it may be obliged to do so by an interim order authorizing METAL DEPLOYE to take back the products subject to its reservation of ownership, at the purchaser’s premises or in any other place, solely at this latter’s expense.

The purchaser’s settlements will first be charged to those of our invoices which match any products that have been used or resold. Products at the purchaser’s premises which match those listed on our dispatch notification or in any other documents will be presumed to be identified as being those that we ourselves had delivered.

Should the purchaser resell the products, the right of recovery will automatically transfer to the  price or part of the price for the products which has not been paid, nor settled at market value, nor offset in the  current account in a transaction between the purchaser and the sub-purchaser.

9.  Payment

Unless otherwise jointly agreed, payments will take place 60 days net from the invoice date or 45 days end of month.

For any first order from a customer METAL DEPLOYE reserves the right to demand payment in advance and by bank transfer for the total amount of the order.

Payment for the goods is to be sent to METAL DEPLOYE’s head office in MONTBARD (French département 21) and all covering papers neither bring about any substitution of or exemption from the choice-of-jurisdiction clause below.

Should payment fail to be made on the contractual due date, the purchaser will automatically owe late payment penalties at a rate 3 times higher than the legal rate of interest. Moreover, should a payment not be made on its due date, METAL DEPLOYE reserves the possibility of suspending the order in question or of cancelling this order as of right, if after formal notification is sent by registered letter with acknowledgement of receipt, no reply to this is received 15 days after the formal notification was sent; this cancellation may be extended, at METAL DEPLOYE’s request, to any other ongoing orders that remain to be carried out.                                                                              

Cancellation leaves intact any entitlement that METAL DEPLOYE has to obtain compensation for the entirety of the loss it has suffered on account of the order and/or other contracts.

Possible claims for the products do not exempt the purchaser from settling the total amount of the invoices when they are due.

METAL DEPLOYE reserves the right, at any time when an order is being carried out, to ask for any payment guarantees that it deems necessary. Should it fail to obtain these, METAL DEPLOYE may cancel the order or part of the order that still has to be carried out.

When deliveries resume after late payment allowance will be made for the time required to restart manufacturing or processing the products ordered.

If the purchaser is responsible for delaying the dispatch of the goods, a release invoice may be drawn up for the available goods, to be paid within the same period of time as if the goods had been dispatched on the date stated in the contract without prejudice to any invoicing for storage costs.

10.  The court with competent jurisdiction

By express agreement, any dispute arising from the orders will be judged by the Commercial Court within the jurisdiction of our head office located in MONTBARD (French département 21) which alone will have competent jurisdiction, whatever the place of delivery may be, even if there is a claim for contribution from a third party or there is more than one defendant.

The present general terms and conditions of sale have been expressly authorized and agreed to by the purchaser, who declares and acknowledges that it has been properly informed of them, and because of this waives the benefit of any other document signed by both parties and, in particular its own general terms and  conditions of purchase.