1 – ESTABLISHMENT OF THE CONTRACT

– The conditions stated hereafter apply to all transactions carried out by SERVI DORYL.

– Placing an order implies acceptance of these conditions by the client.

– The contract is deemed firm when, upon receipt of an order, SERVI DORYL has sent written acceptance of the order and after payment of a deposit equal to 40% of the order amount.

– Prices are given excluding VAT, departing from Langeais, goods not packed.

2 – STUDIES, DRAFTS, PLANS, AND DESCRIPTIVE DOCUMENTS

– The weight, dimensions, capacities, prices, yield, and other information appearing in the catalogues, prospectuses, circulars, advertisements, and price lists are all given on an approximate basis. That information is only considered obligatory if the contract expressly refers to it.

– Plans and technical documents that enable total or partial manufacturing of the equipment handed over to the buyer before or after the contract is entered into remain the sole property of the seller. Without the seller’s authorisation, they may not be used by the buyer, copied, reproduced, transmitted, or communicated to third parties. Those plans and documents are only the property of the buyer if an express clause provides for that, or if they are associated with a contract for a pre‑project study that is distinct from the implementation contract and that does not reserve ownership thereof to the seller.

3 – TRANSPORT, TRANSFER OF RISKS, AND ACCEPTANCE

– The time at which the risks are transferred is determined pursuant to the terms of the contract and the international rules for interpreting the commercial terms (incoterms) of the International Chamber of Commerce in effect at the time of formation of the contract.

– When no indication is given in the contract regarding the terms of sale chosen, the equipment is deemed sold “ex-works” (incoterms: ex‑Works or EXW).

– If the buyer does not take delivery on the date specified in the contract, SERVI DORYL stores the equipment at the buyer’s expense and risk, notwithstanding any contractual clause to the contrary.

– Once the merchandise arrives, the buyer is required to verify the quantities and quality of our deliveries. In case of non-compliance with the order, the buyer must notify the seller within a period of 5 days in the case of apparent defects. In the case of hidden defects, the same period applies following discovery of the defect, which must necessarily fall within the guarantee period otherwise defined.

– In the case of apparent or hidden defects, SERVI DORYL is only required to repair them or, at its choice, simply to replace the products in question without any indemnity; the products replaced shall remain its property.

– SERVI DORYL shall not accept any returned merchandise unless it has given prior authorisation and if the goods do not reach it in good condition.

– The buyer is liable for the expense and risks relating to returns.

4 – PACKAGING

– Unless otherwise stipulated, the prices indicated in the price lists and catalogues, as well as in firm proposals and the contract, are expressed for “unpacked goods”, and packaging charges shall be owed by the buyer; packaging shall not be taken back by the supplier.

– In the absence of special indications from the buyer, the packaging is prepared by SERVI DORYL, which implements the necessary means of protection to avoid damage under normal conditions of transport to the destination stated in the contract.

5 – TIMEFRAME FOR DELIVERY ‑ PARTIAL DELIVERY

– Unless otherwise stipulated, the delivery timeframes start from the latest of the following dates:

* the date on which SERVI DORYL sends the buyer confirmation of acceptance of the order;

* the date on which SERVI DORYL is notified of the grant of a valid import licence, when such a licence is necessary for implementation of the contract;

* the date of receipt of the deposit or a letter of credit by SERVI DORYL;

* the date on which a French bank notifies SERVI DORYL of an irrevocable, confirmed letter of credit, under the terms accepted by this company, if the contract provides for use of that mode of payment;

* the date on which agreement is reached regarding all technical queries for which the solution was reserved until subsequent discussions.

– The timeframes for delivery to factories, stores, or work locations are maintained to the extent possible and are only provided for the purposes of information. Delays cannot justify the application of penalties, other than those that may have been specified beforehand in the contract.

– If special agreements stipulate penalties, those cannot under any circumstances exceed 5% of the workshop or store value, excluding VAT, of equipment subject to delivery delays. A grace period of 2 weeks shall always be applied, and the number of days shall be calculated on the basis of business days only. Payments for supplies cannot be deferred due to penalties.

– SERVI DORYL is automatically released from all commitments relating to delivery timeframes if the information to be provided by the buyer is not received in time, or in cases of force majeure or events for which SERVI DORYL is not liable. SERVI DORYL shall keep the buyer informed on a timely basis.

– If the buyer does not take delivery on the date specified in the contract, it is nonetheless required to comply with the normal payment schedule relating to delivery.

– SERVI DORYL makes every effort to honour confirmed orders within the stated timeframes. However, in case of partial delivery, the amount relating to equipment actually shipped shall be billed pursuant to the conditions and terms of payment.

– In any event, delivery within the established timeframes can only be made if the buyer is up‑to‑date with its obligations towards the seller, regardless of the cause for which the buyer may not be in compliance with its obligations.

6 – PAYMENTS

– Payments are made by transfer to the domicile of SERVI DORYL. Payments are enforceable pursuant to the conditions stated hereafter, unless there are special conditions expressly stated in the purchase order or estimate:

* 40% in cash when the order is placed;

* 30% in cash at least 30 working days before the planned date for the equipment to be made available;

* 30% in cash when the buyer’s equipment is made available by SERVI DORYL

in its premises, either in full or pro rata based on complete units, even if not picked up by the buyer. To that must be added the entire amount for VAT (if applicable) on receipt of the invoice.

– Repairs, servicing, and additional supplies are payable in cash, net and without discount.

– Any payment delays, regardless of the cause, shall automatically and without any formality generate interest on the amounts unpaid to the benefit of SERVI DORYL, at an interest rate equal to that applied by the European Central Bank to its most recent refinancing operation plus 10 percent, without prejudice to other actions cumulatively planned. Contractual interest is compounded once it has been due for an entire year.

– It will not be possible to apply a holdback without prior approval stated in the contract. In any event, the holdback cannot exceed 5% of the amount, excluding VAT, transport, and packaging.

7 – TRANSFER OF OWNERSHIP

– Until payment in full of the selling price, the goods remain the sole property of SERVI DORYL, and transfer of ownership may not take place before this payment has been made. However, upon delivery of the goods, the buyer assumes sole liability for all RISKS, including those relating to unforeseen circumstances of force majeure, and bears sole liability for damage that it causes.

– Under the meaning of this clause, remitting a security that creates an obligation to pay (bank draft or other) does not constitute payment. Non‑payment of any amounts due can result in the goods being reclaimed.

8 – GUARANTEE

– SERVI DORYL undertakes to remedy any operating defects resulting from a flaw in the design, materials, or execution, within the limits of the provisions hereafter:Unless otherwise stipulated, the period of guarantee is one year, with the exception of rubber parts and electrical and electronic equipment, for which it is 6 months.

– The undertaking only applies to apparent defects reported by the buyer to SERVI DORYL during that period.

– The guarantee period runs from the day on which SERVI DORYL informs the buyer that the materials are ready to leave the factory.

– Replacement or repaired parts are guaranteed under the same terms and conditions as the original equipment and for the same period. That provision does not apply to other items, for which the guarantee period is only extended by a period equal to that for which the equipment was out of service due to a defect covered by this article.

– To be able to invoke the guarantee, the buyer must, without delay, give SERVI DORYL written notification of the defects that have appeared. The buyer must provide SERVI DORYL with every assistance in observing the defects, and help SERVI DORYL to remedy them.

– Unless otherwise stipulated, the buyer is liable for the costs and risks of transporting defective, repaired, or replacement parts between the buyer’s workshop or store and the point defined in the conditions of the original sale.

– When the repair must take place at the installation site, arrangements relating to the presence of the seller’s agents will be covered by a special agreement between the parties. In the absence of such an agreement, SERVI DORYL is liable for labour costs for its own staff required for the repair, excluding time spent on preparatory work or manœuvring, or during disassembly or reassembly work made necessary by the conditions of use or installation of the equipment and concerning items not included in the supply in question, as well as excluding travel costs, for which the buyer is liable.

– Defective parts that are replaced are made available to the seller.

– The seller’s obligation does not apply if the defect is due to materials provided by the buyer or to a design imposed by the buyer.

– SERVI DORYL’s obligation only covers defects that appear during normal use, under the conditions of use specified in the contract, during correct use, and in compliance with the cleaning and storage instructions supplied. Unless otherwise stipulated, the maximum normal period of use is set at 8 hours per day.

– The guarantee does not apply to defects whose cause is subsequent to the transfer of risk for the equipment and, in particular, in case of poor maintenance, improper installation by the buyer, modifications without written agreement from SERVI DORYL, incorrect repairs made by the buyer, normal wear and tear, or damage attributable to unforeseen circumstances or force majeure.

– The guarantee only applies to defects that prevent the proper functioning and use of products. It does not cover changes that do not affect the operation and purpose of the products, such as variations in dimensions, colour, or appearance inherent in the properties and use of materials implemented.

– When guarantees are given in respect of industrial or economic results, the consequences of that commitment are covered by a special agreement between the parties. If those results are not achieved within the guarantee period, and in the absence of specified penalties, the amount of those penalties cannot exceed 5% of the value, excluding VAT, on the premises of SERVI DORYL of the equipment or portion of the equipment at fault.

– Regarding customised work, SERVI DORYL, as the manufacturer, exclusively guarantees execution that complies with the dimensions, tolerances, and specifications provided to it. When the manufacturer is liable for providing the materials, if there are defective parts or non-compliant parts, the manufacturer is only required to replace them free of charge without being held liable for damages. When equipment or parts are provided by the customer, in the event of non-compliant implementation not due to a defect inherent in those parts, the manufacturer shall be required to either give credit equal to the value of the manufacturing price of the scrapped parts, or to redo the work using the necessary materials or parts made available by the customer. The manufacturer is only liable for loss of or damage to equipment or parts entrusted to it if a serious breach is noted in relation to the rules of prudence and diligence normally required for work of that type.

9 – DAMAGES

– In case of SERVI DORYL’s liability being extended beyond the limits specified above, the damages that SERVI DORYL may be required to pay cannot exceed the net value of the equipment concerned, excluding VAT, and cannot result in the payment of indemnities for operating losses.

– In case of an accident occurring at any time and for any reason, SERVI DORYL’s liability is strictly limited to its own personnel and supplies; it is expressly agreed that SERVI DORYL shall not be required to pay the buyer any indemnity for harm endured, such as damage to goods other than those covered by the contract or loss of earnings. Subject to its validity, this clause also applies to injury to persons.

10 – ELECTION OF JURISDICTION

– In case of dispute, only French law is applicable (it is expressly stated that the Vienna Convention on the international sale of goods shall not be applicable).

– In case of dispute, the Paris Courts shall have sole competence, regardless of the conditions of sale and the mode of payment agreed, even in case of the involvement of third parties or multiple plaintiffs or defendants.

January 2019