General Sales Conditions

1. FOREWORD

1.1 The objective of the present General Sales Conditions, (hereafter called the GSC), is to define the conditions under which SERCO SAS (hereafter called the SELLER) will supply the BUYER with the goods and/or services, defined in the quotation to which the BUYER referred while placing its order in writing.

1.2 The present GSC apply to all sales which are concluded in English language in accordance with the paragraph 15.2 below.

1.3 The GSC constitute the only clauses applicable to orders, and generally speaking, to all sales contracts of goods and/or services of any type (studies, trainings, etc.). The goods include the catalogue products, the special and semi-special products, the spare parts, the reserve parts, and the consumables.

1.4 Therefore, unless otherwise specified by the SELLER, all orders include ipso jure the BUYER’s unreserved acceptance of the present GSC and the waiver of any clauses contained in their own general purchase conditions contrary to these present conditions.

1.5 Except in the case of prior agreed exception(s), the parties undertake to consider the documents they exchange in electronic form as original documents binding them fully and completely. In any event, except in the established case of failure or corruption of their computer systems, the parties expressly waive the right to invoke the nullity or unenforceability of their transactions on the grounds that they have been carried out via electronic systems.

2. ORDERS

2.1 Orders only become final when they are transmitted to the SELLER in writing and when they are followed by the SELLER’s written acceptance thereof and/or the SELLER's acknowledgment of order. The same applies to any modification of the order.

2.2 The SELLER reserves the right to request any guarantee that it may consider necessary and to suspend any order, even after acceptance, until it has obtained complete satisfaction concerning this request.

The SELLER reserves the right to stipulate that execution of an order be subject to payment of one or more down payments, for which compliance with the terms of payment is an essential condition. Therefore, any non-compliance with any one of these terms is liable to lead to a delay in executing the order, even its cancellation, without the BUYER being able to exercise any rights whatsoever enforcing completion of the order. Down payments already made will remain the property of the SELLER, which also reserves the right to use all legal resources available for obtaining total payment of all outstanding sums. The BUYER will have no rights of appeal.

2.3 For orders placed by electronic mail, order information records supplied by the SELLER will be considered valid by the parties in the event of any dispute on any of the details contained in the order, which the BUYER accepts unreservedly.

2.4 Orders for standard products: Technical characteristics, dimensions, weights, etc. as defined in the catalogues, products datasheets, advertising documents, etc. are for information purposes only and are not contractual. Will be considered an ipso jure condition of avoidance of contract, any observation made by the SELLER of any technical or other incompatibility in the terms of the order, notably in the description provided for the order in question. In any such situation, the SELLER will have the possibility of cancelling the order or modifying a part of its contents. The SELLER may not be held liable in any way, should any such modifications not have been mentioned by the SELLER in its order acceptance or should the BUYER maintain the terms and specifications of its order.

2.5 Once received by the SELLER, no order can be cancelled by principle. Its full value will be due by the BUYER.

2.6 The SELLER may agree in writing to a request by the BUYER to suspend, postpone or cancel the order. The SELLER keeps the right to charge the BUYER for the costs incurred in the production of the goods and/or the delivery of the services related to the order on the effective date of the BUYER's decision.

2.7 In the event of partial cancellation of an order agreed between the parties, cancellation charges may be charged by the SELLER in accordance with the terms set out in the previous paragraph.

2.8 Orders for machine associated equipment, machines, spare parts, reserve parts and consumables: Technical characteristics, such as dimensions, weights, restrictions to be observed, technical tolerances, etc. must be formally stipulated by the BUYER in its written specifications. The BUYER remains responsible for the information contained in these specifications. The SELLER is only responsible if it confirms in writing the BUYER’s specifications: on the one hand, its understanding and, on the other hand, its approval. Moreover, the SELLER cannot be held in any way liable for any studies and construction work carried out on the basis of specifications that provide compulsory descriptive details of the characteristics of the product to be manufactured and commissioned. The spare and reserve parts and consumables are charged to the BUYER independently from the prices of the machine associated equipment and machines.

2.9 Minimum order amount and order fees: All orders concerning the machine associated equipment, spare parts, reserve parts, or consumables are subject to a minimum order amount of one hundred (100) euros excluding tax. Under that minimum order amount, additional administrative fees amounting to thirty (30) euros excluding tax are charged to the BUYER.

2.10 Cancellations will not be accepted, at any time, for any goods specifically manufactured to the BUYER’s requirements. Orders, once received by the SELLER, cannot be suspended without the SELLER’s written consent. Any suspension or cancellation, accepted by the Seller, will render the BUYER liable to indemnify the SELLER against any associated loss caused directly or indirectly by such suspension or cancellation.

2.11 All returned goods are subject to fifteen (15) % restocking fees.

2.12 According to the articles 1219 et 1220 of the French Civil Code, the SELLER may refuse to perform its obligations if the BUYER does not perform its own obligations and if this non-performance is sufficiently serious or as soon as it becomes evident that its contracting partner will not perform its obligations, after having given notice to perform within a required time limit by a registered letter with acknowledgement of receipt remained wholly or partially unsuccessful.

2.13 Any termination of the contract according to the articles 1224 and followings of the French Civil Code due to a non-performed or imperfectly performed obligation is preceded by a given notice to perform within a required time limit by a registered letter with acknowledgement of receipt remained wholly or partially unsuccessful.

3. PRICES AND TERMS OF PAYMENT

3.1 Prices are given in Euros (€). They are subject to the taxes in force in France at the date of the invoice drawn by the SELLER if the goods are supplied within France. Except in some specific cases, the goods will be exempted of VAT if the BUYER is located outside of France within the European Union and if it has a valid VAT identification number. Except in some specific cases, the goods will be also exempted of VAT if they are delivered from France to a BUYER located abroad and outside of the European Union.

3.2 Prices are EX WORKS INCOTERMS 2020 and packing is not included. They will necessarily be increased by shipment costs if the SELLER is requested to organise the shipment of the goods for the account of the BUYER. “Works” are understood as being at ZA du Meyrol – 2, Rue de l’Artisanat – F-26200 Montélimar.

3.3 The price of sale as agreed upon in the order may be increased, notably, but not exclusively, if:

• The BUYER requests for modifications to the terms of the order, which must be confirmed in an amendment signed with the SELLER;
• The BUYER requests for extra services, which must be confirmed in an amendment signed with the SELLER;
• There is an increase in the cost or rate for raw materials, which must be confirmed in an amendment signed between the BUYER and the SELLER, if necessary according to the following paragraph 3.4;
• Currency devaluations or new legislative or statutory measures lead to an increase in costs, which must be confirmed in an amendment signed between the BUYER and the SELLER, if necessary according to the following paragraph 3.4.

3.4 An order does not imply a renunciation by the SELLER of the provision stated in the article 1195 of the French Civil Code. As such, where a change of circumstances unforeseeable at the time of contract signing to render performance excessively onerous according to the SELLER’s cost price or either when the value of this performance invoiced to the BUYER has excessively decreased, through any economical (example: significant increase of the supplies cost), financial (example: effects of currency fluctuations), juridical (example: changes in national and/or international tax laws and regulations) or other means, the SELLER may ask the BUYER to renegotiate the contract. In the case of refusal by the BUYER or failure of renegotiations when a reasonable period of time has elapsed, the terms concerned of the article 1195 of the French Civil Code will apply.

3.5 Unless agreed otherwise upon by the SELLER and the BUYER, products and services are payable to the SELLER’s registered office at sight when the order is accepted by the SELLER. There will be no discount for advance payment.

3.6 If the BUYER requests a pro-forma invoice in view of obtaining credit or a fund-raising, this document will be issued subordinate to the SELLER being subrogated by the credit company, which must pay the loan attributed to the machine or machines concerned directly to it.

3.7 Payment of a down payment upon the order may in no way be considered as giving the BUYER any rights not to honour its total commitment. Consequently, this payment implies an obligation to pay the entire balance in full, without prejudice to any possible damages.

3.8 Any late payment will be liable ipso jure, and without any prior official notification, to interest on arrears equivalent at three (3) times the legal rate in force on the date of claim and beginning on the date due. Late payment constitutes an event of default and outstanding sums to be paid by the BUYER become due in full immediately.

3.9 According to the French Commercial Code, a fixed indemnification of forty (40) euros due for collection charges, will apply in case of late payment.

3.10 In the event of any non-payment on due dates, all amicable and legal collection charges, including solicitor’s, notary’s, bailiff’s and similar fees, and interests will be at the cost of the BUYER.

4. DELIVERY - TRANSPORT

4.1 Delivery schedules are always indicated for information purposes only and have no obligatory nature. Consequently, any delay that may occur cannot be a cause for requesting an annulment and/or cancellation of the order by the BUYER, neither the basis for any legal proceedings claiming damages for any prejudice whatsoever nor the basis of a performance of the contract by a third party at the SELLER’s expenses and risks.

By virtue of the above, the BUYER shall not be entitled to reject the goods due to delayed delivery.

4.2 Unless otherwise agreed in writing by the SELLER, terms of delivery are EX WORKS Montélimar (France) INCOTERMS 2020 or such other location determined by the SELLER.

The SELLER’s services are recognized by the acceptance report being signed.

4.3 Risks are transferred to the BUYER when the goods are notified as being available at the SELLER’s premises for shipment. The BUYER bears cost and risk if the export clearance and/or if the loading operation are carried out by the SELLER (notably the risk of any loss of or damage to the goods). No matter what system of transport or delivery is used, the goods always travels at the cost and risks of the BUYER. Therefore it is the BUYER’s responsibility to make any reservations it considers necessary and/or to present any claims to carriers in the event of damage, delays (compared with the delivery schedule specified by the carrier), missing parts or for any other reasons, in compliance with the conditions laid down in the articles L. 133-1 and followings of the French Commercial Code.

4.4 Each postponement request about delivery date from the BUYER which leads to a storage of the goods by the SELLER is charged to the BUYER according to its duration in additional day(s).

5. RESERVATION OF TITLE AND INTELLECTUAL PROPERTY

5.1 All the goods sold by the SELLER are covered by the conditions stipulated in the Law n°80-335 of May 12, 1980 and in the articles 2367 and followings of the French Civil Code. As a result, the SELLER maintains ownership of goods sold until their cost has been settled in full. Failure to pay at any due date will lead to an immediate claim of on goods and studies. If the BUYER resells goods sold under reservation of title in the course of its normal business, it must then take all due care to subrogate the SELLER concerning any rights it may hold in respect of the subsequent purchaser.

5.2 These measures do not constitute an obstacle to transferring any risks of loss or deterioration of the goods sold to the BUYER on delivery, as well as any damage that they may cause. In the event of any claims made on the goods by the SELLER or any definitive return of them to the SELLER for any reason, an estimate of repair costs will be made according to the damages, contaminations, missing parts or improper repairs of the Buyer or of any third, which, together with any costs related to returning of goods to the SELLER (including transport costs) and disassembling the goods, will be entirely at the BUYER’s expense. Compensation may be made by the SELLER with amounts already received.

5.3 Studies, layout drawings and documents and information of any kind provided by the SELLER will always remain its exclusive property. They must be returned to it on request and may not be divulged by the BUYER to any third parties without written authorisation from the SELLER.

5.4 All technical documents and information communicated by the SELLER are protected by the French law and the international agreements on intellectual property. A sale or any unavailability of goods during and after the performance of the contract do not grant any intellectual property rights to the BUYER, except if it is stipulated in writing by the SELLER.

5.5 The particular terms and conditions stipulated in writing between the SELLER and the BUYER related to an intellectual property transfer do not allow the BUYER to manufacture the ordered goods by itself or by a third party.

6. WORKER SAFETY

6.1 It is the BUYER’s liability to instruct its employees in how to use the goods supplied by the SELLER, safely. The BUYER must ensure that its employees know how to comply with the safety instructions given, understood them and possess the required skills to operate the goods. The BUYER must also ensure that every machine is used for the purpose and under the conditions specified by the SELLER.

6.2 The BUYER has to take into account the local and state laws and regulations related to safety of the workplace for which it is the sole responsible.

7. NON-SOLICITATION

The BUYER is not allowed to approach or hire a SELLER’s employee for a period of one (1) year after the termination of the contract concluded with the SELLER.

8. CONFIDENTIALITY

8.1 The BUYER agrees to consider all documents and information emanating from the SELLER as being strictly confidential and not to divulge, sell or transfer any such information to any third party for a period of ten (10) years after their date of communication, unless:

• The SELLER has given its prior written agreement; or
• Required by law or any legal or administrative decision not subject to appeal.

8.2 However, information is not considered as being confidential when the BUYER is able to provide evidence that the information concerned:

• Has become public property on account of third party acts in no way attributable to the BUYER;
• Has been lawfully received from a third party without any infringement to the present conditions;
• Has been developed independently by the BUYER beforehand and in all good faith.

The BUYER agrees to keep strictly confidential any information, which it may have received.

9. ANTI-CORRUPTION

The BUYER agrees that it has not tried or obtained, by any direct or indirect gifts, payment, pledge or advantage, an act or a decision from a civil servant or any other government official.

10. WARRANTY

10.1 The SELLER warranty is strictly limited to failures related to goods designed and built by the SELLER. The SELLER warrants its products are free from defects in material and workmanship under normal use, for the designated warranty period mentioned in the paragraph 10.3. Subject to the conditions and limitations set forth below, the SELLER will, at its option, either repair or replace any part of its products that prove defective by reason of improper workmanship or materials. The SELLER defines a duration for repair and replacement which is communicated to the BUYER. The BUYER has not a right to ask a third party to perform the contract at the SELLER’s expenses and risks.

10.2 In the case of specific goods built from specifications drawn up by the BUYER, the SELLER’s liability, provided it expressly confirmed its understanding and its acceptance of these specifications, is exclusively limited to its compliance with these specifications, concerning both studies invoiced and goods manufactured.

10.3 Goods are guaranteed as follows: machines chassis / housing for a period of twelve (12) months after their date of delivery, any other machine part for a period of six (6) months after their date of delivery, parts containing electronic components for three (3) months after their date of delivery, on condition for each warranty that they are used solely for the applications and with the capacities, for which they have been built and that their maintenance has been normally made taking into account of operating conditions and the operator’s manual. These warranties may also be adjusted depending on the conditions to which the goods may be subjected.

10.4 Goods sold are guaranteed against functional defects resulting from defects in materials, manufacture or design as described below. Any functional defect must appear and be recognized by the SELLER within the warranty implementation period, according to the paragraph 10.3, after the delivery date for goods used according to the order, the SELLER's acknowledgment of order or the specifications supplied by the BUYER. Moreover, as far as spare parts or machine associated equipment are concerned, any claims or complaints on defects that have been found must be made eight (8) calendar days at the latest after the date of delivery of the goods concerned, the date appearing on the SELLER delivery note being considered as the valid date of delivery. After this period, no claims will be accepted.

10.5 The BUYER cannot refuse the delivery of goods in case of minor defects which do not render them unsuitable for use. Any return of goods will not be accepted without prior written agreement from the SELLER. Goods which are accepted by the SELLER will give rise to the issue of a credit note that may only be compensated by means of subsequent invoices.

The SELLER reserves the right to control any returned goods and, if appropriate, dispute the causes given by the BUYER that justify its return from the latter’s point of view. Effective application of warranty conditions may be refused in any such case. The BUYER is responsible for providing evidence of non-compliance or of the existence of a defect concerning the goods.

10.6 For the requirements of the present article 10, the warranty is void:

• If raw material, parts or faulty design-work is provided by the BUYER;
• If the goods were operated/stored in abnormal use conditions;
• If the goods were repaired, modified or altered;
• If the goods were subjected to abuse, neglect, electrical fault, improper packaging and storage, accident or acts of nature;
• If the goods were installed improperly;
• If the maintenance of the goods was not ensured properly;
• If the goods were used under abnormal mechanical or environmental conditions;
• If the goods were used with insufficient or excessive electrical supply;
• If the serial numbers of the goods are erased or missing;
• If the parts concerned are consumables;
• If the functional defect results from an intervention carried out on the goods without written authorization from the SELLER;
• If, following delivery in unassembled-form, the goods have not been fitted by the BUYER as per the recommendations supplied in the assembly instructions or have undergone modifications without the SELLER’s written approval;
• If defective operation can be attributed to:

• A case of force majeure;
• The goods’ normal wear;
• A negligence and/or an error in maintenance made by the BUYER or the end-user of the goods;
• A use contrary to instructions supplied by the SELLER (acquisition, commercialisation and use of the SELLER goods implies knowledge and understanding of their characteristics and conditions of use in compliance with safety instructions. The BUYER is responsible for familiarizing itself perfectly with these characteristics, complying with them and informing all users thereof);
• A use of spare parts, reserve parts, consumables not manufactured by the SELLER, or parts that are different from those originally supplied.

10.7 Under the terms of the warranty, the SELLER will repair or replace, at its discretion, any parts recognized as being faulty by its technical services free-of-charge. The SELLER defines a duration for repair and replacement which is communicated to the BUYER. The BUYER has not a right to ask a third party to perform the contract at the SELLER’s expenses and risks. This warranty only covers labour costs, disassembly and re-assembly. The warranty may not be extended under any circumstances whatsoever to cover the consequences of any possible defect. Replacement or repair of parts during the warranty period does not prolong the goods warranty period.

10.8 By express agreement, within the framework of the French law and jurisprudence, implementation of the SELLER’s warranty resulting from any functional defect in the goods is limited to the above conditions. The SELLER makes no other warranty, express or implied.

10.9 The SELLER reserves the right to proceed to modification of the products or update documents, notably in order to keep in conformity with the latest technological developments and legislative or statutory measures, without obligation of prior notice to the BUYER and without any alteration of the warranty conditions as stipulated above.

10.10 When returning a product, the BUYER has to include the original proof of the purchase. Return requests cannot be processed without proof of purchase. The shipment of returned goods to the SELLER is the responsibility of the BUYER.

11. FORCE MAJEURE

11.1 If it is impossible for the SELLER to fulfill one or more of its obligations on account of events that have occurred beyond its control and which are defined as being cases of force majeure according to the article 1218 of the French Civil Code, the SELLER has the right to suspend its execution wholly or partially or to terminate the contract.

11.2 If the prevention is temporary, performance of the contract is suspended and the delivery times will be extended until the term of the force majeure case. If the force majeure delay exceeds sixty (60) calendar days, the SELLER and the BUYER shall consult each other in order to decide on the future of the contract, with no compensation being payable by the SELLER to the BUYER.

11.3 If the prevention is permanent, the contract is terminated only by the SELLER by operation of law, with no compensation being payable by the SELLER to the BUYER.

11.4 The termination of the contract by the SELLER before the delivery of the goods to the BUYER, in a case of force majeure, entails the right for the SELLER to charge the BUYER for all expenses spent until the date of the termination.

11.5 The following cases are deemed, without limitation, to be force majeure events or occurrences: acts of war, mobilization, legal measures taken by public or other authorities preventing or limiting import or export or delivery of merchandise, entry or exit or travels of persons, technical incidents with an impact on production, epidemics, natural disasters (particularly of climatic origin), strikes, sabotage, company's occupation (sit-down strike) or lock-out, roadblocks, shortages of labor, energy or raw materials, delays resulting from the failure of one or more of the SELLER's suppliers, subcontractors or service providers, as well as any other situation that the SELLER could not reasonably foresee or with which it has suddenly been confronted, without it having to prove the effects of the above on performance of the contract.

12. INSURANCE AND LIABILITIES

12.1 The SELLER has taken out a professional civil liability insurance policy with a manifestly solvent insurance company for covering risks generally associated with its activities and at the profession’s normal level. Valid insurance certificates are available for the BUYER on request.

12.2 Within the framework of the French law and jurisprudence, the SELLER’s liability is limited to direct material damage caused to the BUYER resulting from faults that can be attributed directly and exclusively to the SELLER during performance of the contract. The SELLER is not liable to the BUYER for an amount greater than the invoice excluding tax price of the goods concerned and, in any case, for amounts over and above maximum levels of liability as stipulated in the SELLER’s insurance certificates. In all circumstances, the BUYER has to minimize as far as possible its prejudices and their aggravation.

12.3 In accordance with the article 1245-14 paragraph 2 of the French Civil Code relating to liability for defective products, the SELLER's liability is excluded for any damage caused to the BUYER's property intended for professional use.

The SELLER's liability is also excluded for any consequential or indirect material damage and any direct or consequential or indirect immaterial damage resulting or not from any material damage due to the use or inability to use the goods supplied by the SELLER. The prejudices concerned by this exclusion are, but without being limited to: cost of capital, operating loss, loss of profit, commercial or economical prejudice, moral prejudice, loss of chance, loss of expected savings, loss of use, loss of data, damage to brand reputation, etc. Generally speaking, any prejudicial consequences of faults and acts of the BUYER or any third party in relation to the contract are excluded from the SELLER’s liability.

These conditions apply even if the SELLER has been advised of the possibility of such damages and prejudices.

12.4 By express agreement, the BUYER guarantees that its insurers or any third party in contractual relations with it will abandon any appeal against the SELLER or its insurers over and above the aforementioned limits and exclusions.

12.5 The BUYER agrees to strictly comply with the General Data Protection Regulation n°2016/679 of the European Union, for any processing of personal data carried out in the field of its activities.

12.6 The BUYER undertakes to compensate the SELLER for all the damages the SELLER suffers as a result of any act or omission for which the BUYER is liable in the performance of its obligations.

13. PARTIAL NULLITY AND EXCLUSION OF WAIVER

13.1 Even if one or more clauses contained in the GSC are considered invalid, the other clauses will remain in full force and effect and maintain their exclusive and contractual nature.

13.2 No failure of the SELLER to exercise or enforce any of its rights towards the BUYER which are stipulated in the GSC and, if so, in the order's particular terms and conditions, will be considered as a waiver of these rights.

14. ASSIGNMENT OF ORDERS

The order placed in application of the present GSC may not be assigned or transferred by the BUYER without prior written authorisation from the SELLER.

15. APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

15.1 Orders are governed by French law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the contract.

15.2 These GSC and the contractual documents are provided in English. In the case of existing translations in other languages, the English version shall prevail and be binding.

15.3 The SELLER and the BUYER shall try to find an amicable solution to any dispute. If failure, the BUYER and the SELLER will assign express and exclusive jurisdiction to the Commercial Court of Romans, in France, notwithstanding plurality of defendants or introduction of third parties, even in the case of matters of special urgency or any conservatory action.

SERCO SAS March 2024