GENERAL SALES CONDITIONS

1.      APPLICABILITY OF CONDITIONS

1.1.    The hereunder conditions constitute the whole contract between the parties save where varied in writing and signed by the director of the company. The buyer acknowledges that he has no entered into the contract as the result of any other representation made by or on behalf of the company whether or in writing. Buyers terms of purchase can not be enforced except with prior explicit acceptance in writing by director of CIF.

2.      QUOTATIONS & DRAWINGS

2.1.    All estimates and quotations remain valid for thirty days unless otherwise stated at the time of the quotation. Quotations do not constitute any offer by the company and no order shall result in a binding contract until accepted by the company.

2.2.    The acceptance of the company’s quotation must be accompanied by sufficient information to enable the company to proceed forthwith (including without limitation Buyer’s drawings if appropriate) and as appropriate information concerning any specific testing of the goods which may be required by the buyer. Otherwise the company shall be at liberty to amend the prices quoted to cover any increase in cost which has taken place after acceptance.

2.3.    Unless otherwise specified in the company’s quotation, all specifications, drawings, photographs, diagrams and particulars of weight and dimensions submitted with the quotation are approximate only.

3.      DELIVERY

3.1.    Save as otherwise expressly agreed in writing delivery shall be to the destination specified in the buyer’s order or such other place as the parties may agree.

3.2.    The company reserves the right to deliver goods by instalments and in such event each instalment shall be treated as a separate contract provided the deliveries of further instalments may be withheld until the goods comprised in earlier instalments have been paid for in full.

3.3.    Any periods of time quoted or accepted by the company for dispatch delivery or completion of the order are to commence from dispatch of the company’s acceptance of the buyer’s order and receipt of all necessary information and drawings to enable the company to commence the work. Any such periods are to be treated as estimates only, not involving the company in any liability to the buyer in respect of loss suffered as a result of failure to dispatch, deliver or complete within such a period of time, and no delay shall entitle the buyer to cancel the order or refuse to accept delivery at any time.

3.4.    The company shall not be liable to the buyer for any delay or failure to meet its obligation under the contract as a direct result of any force majeure including but not limited to strike, war or act of war, insurrection, riot or civil commotion, act of public enemy, fire, flood or other case caused beyond the control of the company.

3.5     If the customer arranges his own transport (especially in Ex-works), the goods must be collected within 10 days of their being made available. After this period, storage costs may be charged.  It is the customer’s responsibility to dispose of the packaging waste in accordance with the applicable legal regulation, even if the installation services are included, unless a packaging/waste collecting service is expressly agreed.

4.      CLAIMS

4.1.    Notice of any claim relating to shortage or damage to the goods shall be made to the company and the carrier of the goods in writing within 8 days of receipt of the goods or such time period as may be required by the carrier’s conditions is less.

4.2.    Notice of any claim related to loss or non-delivery of goods shall be made to the company and the carrier of the goods in writing within 7 days in receiving the advice note in respect thereof or such other time period as may be required by the carrier’s conditions is less.

4.3.    The company will consider claims only if the above conditions are met and the claim is signed by the customer and accompanied by full particulars giving the invoice and buyer’s order number, and as the case may be, the case number, the condition of the case or packing and the copy of the delivery not in respect of the goods.

4.4.    The company’s liability hereunder in respect of any shortage loss or damage to the goods shall be limited to the proportion of the price attributable to the goods undelivered lost or damaged.

5.      SALES CONDITIONS

5.1.    Unless otherwise stated, the prices in any quotations by the company is based on the current cost of material, labour, duties, taxes, exchange rates, and of conforming to statutory obligations ruling ate the date of such quotation is subject to adjustment.

5.2.    Prices contained in a quotation are subject to revision if the buyer shall have omitted to give instructions in sufficient details, or his requirements are for quantity or delivery schedules or other terms different from those against which the prices are quoted, including without limitation changes in local or national site working practices.

5.3.    Minimum amount of the order is:

• 250.00 € without taxes for France metropolitan area
• 380.00 € without taxes for export sales

                  Otherwise administrative fee of 15.00 € will be invoiced.

5.4.    For first order, payment must be done before the delivery unless otherwise agreed in writing. For further orders a 30 days payment from the date of shipment or date of invoice can be granted if agreed in writing by our company.

5.5.    Where only parts of the goods are dispatched, payment shall be made of the contract price attributable to that part.

5.6.    In the event of any delay or delays in manufacture, dispatch or delivery which are attributable to the buyer’s actions or failure to act, the buyer shall at the discretion of the company either make payment to the company in accordance with the above as if the goods have been delivered at the time at which but for such delay or delays would have taken place or make a partial payment to the company in accordance with the above based upon the proportion of the order completed at the date of and due from the date of which delay was notified.

5.7.    For materials or products imported our prices will be indexed on the current exchange rate with a tolerance of +/- 2.5%. In case the exchange rate varies over this tolerance at the time of the import (custom documents as a proof) price will be revised accordingly.

5.8.    CIF-RETAIL online web-shop has its owns general sales conditions for purchases made on this web-site; this terms are available on the web-site www.cif-retail.fr/en.

5.9.    General terms of rentals applicable to rental activities and General terms of maintenance contracts applicable to maintenance contracts are part of the General sales conditions and can’t be dissociated.

5.10    Customer guarantees our company CIF to purchase the goods and/or services in compliance with the legal provisions and restrictions, especially international restrictions such as dual-use goods. The customer undertakes to observe the same rules with respect to a potential future buyer. In the event of the necessity to obtain a license or other certificates, inspections… for the realization of the sale, the possible cost of the formalities remains with the customer. If formalities are requested after the sale has been completed, the costs associated with them are to be borne by the customer. In the event that the sale is forbidden or impossible or the sale has to be terminated due to compliance with the regulations, the formalities carried out and the costs incurred by the company for the completion of the order shall be borne by customer and CIF shall not be liable or responsible for any compensation.

6.      LATE PAYMENT

6.1.    The company reserves the right to charge interest on late payment of 3 times the base rate quoted by “European bank” for main refinancing plus ten points, from time to time on the daily balance from the due date until payment is made. Any late payment raises in addition a compensation fee of 40.00€.

6.2.    If any payment falls into arrears the company shall have the right to cancel or postpone performance of any contract with the buyer wholly or in part and to be paid immediately for performance of such contract to date.

7.      RISK AND TITLE

7.1.    Risk passes to the buyer on delivery of the goods.

7.2.    Whilst risk in goods supplied to the buyer under the contract shall pass on delivery, legal and beneficial ownership of the goods shall remain with the company until such time as the company has received payment in full for all goods supplied to the buyer or until such time as the goods are sold to the buyer’s customers by way of bona fide sale at full market (whichever shall be the earlier) and until such time the buyer shall keep such goods separate from its property and clearly identified as the property of the company.

7.3.    Notwithstanding terms of payment specified herein or elsewhere payment for all goods supplied to the buyer shall become due immediately upon the commencement of any act or proceeding in which the buyer’s solvency is involved or upon the appointment of a receiver over the whole of any part of the buyer’s assets or undertaking and upon such occurrence the power of sale granted to the buyer shall automatically determine.

7.4.    If payment for any goods is overdue whether in whole or in part and any goods have been delivered to the buyer, the company may without prejudice to any of its other rights enter upon the buyer’s premises to recover the goods and/or resell the goods or such of them as the company in its absolute discretion may designate

7.5.    Until the company is paid in full for all goods supplied, the buyer is and shall remain a fiduciary for the company in respect of the goods and if the buyer sells or allows to be sold the goods, the proceeds of sales shall be held in a separate clearly identifiable and the beneficial interest shall attach to the proceeds of sale and the company shall have the right to trace such proceeds of sale.

7.6.    If any of the goods are incorporated or used in other products before full payment for all goods supplied under the contract has been made, title in such product shall be and remain with the company until full payment has been made or such products have been sold and all of the above provisions of this clause shall extend to such products.

7.7.    If the customer organizes the transport himself (especially in Ex-works), the goods must be picked up within 10 days after the goods have been made available. After this period, the goods are stored at the customer’s risk.

8.      INDUSTRIAL PROPERTY RIGHTS

8.1.    The buyer shall indemnify the company in respect of, any infringement which is due to the company having followed a design or instruction furnished or given by the buyer, or the use of such goods in a manner or for a purpose or in a foreign country not specified by or disclosed to the company, or any infringement which is due of such goods in association or combination with any other goods not supplied by the company AND PROVIDED ALSO that this indemnity is conditional on the buyer giving to the company the earliest possible notice in writing of any claim being made or action threatened or brought against the buyer and on the buyer permitting the company at its own exclusive conduct of any litigation that may ensue and all negotiations for a settlement of claim. The buyer on its parts warrants that any design or instruction furnished or given by it shall not be such as will cause the company to infringe any Letter Patent, Registered Design, Trade or Service Mark, copyright or any other industrial property right of whatsoever nature owners or enjoyed by any third in the execution of the contract.

8.2.    Any design and/or tooling charges charged to the customer does not constitute the transfer of ownership which at all times remains with C.I.F., unless agreed in writing between the parties concerned. ANY CONDITIONS on the customer in contrary to the above are not accepted.

9.      CANCELLATION

9.1.    The buyer may not vary or cancel the contract or any part thereof without the written consent of the company which, if given, shall be deemed to be on the express condition that the buyer shall indemnify the company against all loss, damage claims actions and loss of profit arising out of such cancellation unless otherwise agreed in writing.

9.2.    The company may at its option cancel/suspend all further deliveries under the contract in the event of default by the buyer in making any payments due hereunder or and any other contract between the buyer and the company or shall die or become bankrupt or enter into liquidation or have a receiver appointed to all or any part of its undertaking or assets or shall offer to or enter into arrangement with his or its creditors or any of them or fail to comply with any statutory demand or do or suffer any similar act which evidences insolvency.

10.    LAW

10.1.         The contract shall be deemed to be a contract made in FRANCE and shall be construed according to the law of FRANCE. Any dispute shall be referred to the Tribunal of Commerce of Yvelines in Versailles (F-78).