General sales conditions

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GENERAL TERMS AND PRICES

The present "General Sales Conditions" shall apply to our deliveries and services. They supersede those of the Customer’s, unless specified in a written dispensation which is formally accepted. Prices are exclusive of tax and quoted ex-works from our factories in Clermont-Ferrand. No discount or rebate will be granted. The Seller is bound only when an offer with our Company letterhead has been issued for the time specified therein. The supply includes exactly and exclusively the service or equipment specified in the offer. The offer acceptance also implies the agreement of these present conditions. The Customer cannot make any cancellation of order without prior agreement upon compensation allowances.

I- PREAMBLE

Further to the Customer request, ACC Ingénierie & Maintenance Company issues an offer comprising:

• a technical proposal
• a commercial proposal This offer has been designed pursuant to the specifications forwarded by the Customer, see § 1 « Reminder of requirements » in the technical proposal. Once agreed by the Customer, the commercial proposal as well as the associated technical proposal will be considered as the contractual documents which express the full and whole agreement of the parties. The provisions of these contractual documents will cancel and replace all the provisions contained in the previous documents and the general conditions of each party.

II- OBJECT OF PROPOSAL

ACC Ingénierie & Maintenance commits itself to design and to carry out what is outlined in the technical description with the assessed prices in the commercial proposal pursuant to the mentioned specifications and within information held in these same specifications. If it appears during the course of the project and especially during the study period, that important and unpredictable points were missing within the specifications provided by the Customer, a fair adjustment should be carried out and the contract should be amended accordingly. The Customer may at anytime, by written order considered or pointed out as an amendment order, carry out any modification especially in the technical specifications of the present contract. If any modification carried out under this clause causes increase or decrease in costs for ACC Ingénierie & Maintenance or alters the time required to achieve the supply lead time, a fair adjustment should be carried out and the contract should be amended accordingly. Unless otherwise specified, to make it easier and to speed up information exchanges, it has been agreed between ACC Ingénierie & Maintenance and the Customer that faxes and e-mails are considered as contractual documents provided that they clearly mention the name and position of the sender, as well as a valid date. Moreover they have to be addressed to someone who has been appointed as a Project Manager or a Contact at ACC Ingénierie & Maintenance.

III- INFORMATION PROVIDED BY THE CUSTOMER

ACC Ingénierie & Maintenance is ISO 9001 V2008 certified. During the whole supply lead time, procedures associated to this certification require from the Customer its formal validation related to some progress milestones and its formal answers to technical questions from ACC Ingénierie & Maintenance.

IV- DELIVERY AND RISK TRANSFER

Delivery means the physical delivery of all or part of the supply by ACC Ingénierie & Maintenance or its carrier on site or at any other place specified by the Customer. Delivery, transport and handling costs are totally borne by the Customer. In case the delivery costs are included in the commercial proposal, the delivery place and the Incoterm to be applied should be specified upon order by the Customer. The risks related to the equipment which has been sold pass chargeable to the Customer in the day of the delivery, that is:

• either from shipment
• or as soon as the Customer is informed that the equipment is at his disposal
• or in case of planned factory acceptance, eight days after the Customer has been notified that the equipment was available for the acceptance process
• or according to the Incoterm accepted and agreed by the two parties The principle of delivery in the Seller’s factories or warehouses is not subject to any dispensation by the fact of indications such as: delivered free on rail, alongside the platform/quay, at home or total or partial reimbursement of transport expenses. If the Seller should be in charge of transport operations, the Seller would then act in the name on behalf of the Customer. If the shipment is delayed for any reason beyond the Seller control, the equipment may be stored and handled with agreement of the Seller at the cost and risk of the Customer. No change in payment terms and warranty period will result from this situation.
  NO SOLD PRODUCT OR INVOICE CAN BE RETURNED UNLESS OTHERWISE AGREED BETWEEN THE SELLER AND THE CUSTOMER

V- ACCEPTANCE

1- Definition – Acceptance effects :

Acceptance means the act whereby the Customer agrees and acknowledges that the supply delivery is compliant with the technical specifications. Once this acceptance is pronounced and according to the procedure described below, it results on one hand that the price or its balance is payable, on the other hand, the equipment property transfer passes to the Customer. In accordance with the previsions of the Law 80-335 dated 12.5.1980 and Articles 115 to 122 of the Law dated 25.1.1985, ACC I&M retains the entire ownership of the supply and has the right to take it back until the invoiced price is paid in full by the Customer. The Customer will alone bear the damages which may occur between the delivery and the payment.

2 - Acceptance mode :

The two parties agree to design an acceptance procedure pursuant to a control plan they previously accepted. Acceptance, in accordance with article V-1, will be carried out after the on-site acceptance test. A report written by the two parties would be issued afterwards. Acceptance would take place within 2 months at the latest after the factory acceptance test. After this period expiration, acceptance is deemed validated.

VI- DELIVERY TERMS

Delivery times run from the written agreement between the Customer and the Seller on the purchase order and on receipt of the first payment if this one is payable with order. In no event, delays can justify the cancellation of the order and give rise to damages. The Seller is by rights free from commitment related to delivery times :

• If the payment terms specified in the order have not been respected by the Customer
• If information, documents or materials to be provided by the Customer did not arrive on time as expected in the order
• If a case of force majeure (external, unpredictable and irresistible event for the Seller as well as for its suppliers and sub-contractors) has been reported to the Customer upon notice by the Seller in particular in case of fire, flood, power supply failure, raw materials or spare parts, full or partial strikes of any type which might impede the Company from operating normally such as transport strikes, postal services… or finally any other fact beyond the Seller control

VII- PAYMENT TERMS

All our invoices whose means and modes of payment have been concluded by the two parties are payable at our Head Office :

No discount will be given for early payment. In case of payment by bills of exchange, these must be accepted and returned within two weeks from their issuing date. The returning bills costs are always paid by the Customer. The payment terms may not be deferred under any pretext whatsoever, even contentious. The default in payment of a bill on its due date, entails forfeiture of the term of all bills not yet expired, 10 days after a formal notice dispatch to pay remained unsuccessful, without necessary to perform legal formality In case of letter of credit or documentary payments, these should be irrevocable and confirmed by first-class banks. In case of late payment, the money will be applied to the interest rate of 1.5 times the legal interest rate. Penalties are payable without any reminder being necessary. They run from the day following the settlement date on the invoice or, failing that, the thirty-first day following the goods receipt date or performance of the service (Article L.144-6 of the Code trade).

THE DELIVERED GOODS REMAIN OUR PROPERTY UNTIL FULL PAYMENT, BUT WITHOUT PREJUDICE TO THE RIGHT OF THE CUSTOMER TO RESELL THEM DURING ITS NORMAL BUSINESS OPERATIONS. THE CUSTOMER IS REQUIRED TO INFORM US WITHOUT ANY DELAY CLAIMS (CLAIMS, SEIZURES, RETENTIONS, ETC.) ISSUED BY THIRD PARTIES ON GOODS OBJECT OF THE PRESENT RESERVATION OF PROPERTY. IN CASE OF FAILURE DUE DATE OF PAYMENT, ACC INGENIERIE & MAINTENANCE MAY REQUIRE THE RETURN OF GOODS BY REGISTERED LETTER, AT THE CUSTOMER’S CHARGE UNTIL COMPLETE PERFORMANCE OF ITS COMMITMENTS.

VIII- PENALTY CLAUSE

In case of non-payment, a lump sum allowance to 15% of the outstanding will be charged to the Customer.

IX- TRANSPORT, INSURANCE AND CUSTOMS

Unless otherwise specified, the Customer is in charge of all transport, insurance, customs and handling operations which are at its own expenses and risk. It is the Customer responsibility to check shipments upon arrival and if necessary to take proceedings against the carrier even in case of carriage paid. In case of shipment by the Seller and unless otherwise specified, the delivery is carriage forward at the lowest costs, unless the Customer has specific request and in all cases under its full responsibility. Upon the arrival of goods, the Customer is required to ensure their compliance with the placed order. Claims should be made by registered letter with acknowledgment of receipt, at the latest within 10 days from the delivery date.

X- WARRANTY – LIABILITY

1- Contractual warranty :

ACC Ingénierie & Maintenance guarantees the Customer to perform repairs of any defect, defective workmanship affecting the equipment supply, whatever important they are and occurring one year from the equipment receipt or service. The present warranty does not cover defects resulting from:

• usual wear stated in the technical specifications
• modification of supply not formally agreed by ACC Ingénierie & Maintenance
• negligence, lack of overseeing or maintenance
• external cause such as unavoidable reason
• unexpected use and out of technical specifications of the equipment (utilization time, production rates, …) ACC shall not be liable for any technical and financial consequences caused by the non respect of maintenance instruction planed and authorized within the user’s manual. Within the warranty period, direct repair and replacement costs would be totally taken in charge by Ingénierie & Maintenance, except travel and hotel expenses which would be invoiced at the real costs to the Customer. Within the warranty period, parts replacement would be carried out by picking on the Customer stock which will be supplied with new or renovated parts at the same time .In case of insufficient stock, ACC Ingénierie & Maintenance would not be held liable for corresponding procurement deliveries.

2- Limitation of liability :

On no account and for any reason whatsoever, ACC Ingénierie & Maintenance could be held liable for immaterial damages that the Customer could face, such as loss of production, loss of profit or loss of right to use. Moreover, after the contractual warranty period, the different functionalities associated with the equipment supply are deemed having been tested and validated

XI- DELIVERY OF CONTRACTUAL PRODUCT

1- Documentation :

At delivery Ingénierie & Maintenance commits to supply the Customer the whole documentation in French or in another language as specified in the technical proposition. Documents provided by equipment suppliers will be forwarded to the Customer as they are.

2- Instructions and training :

In case of a contractual commissioning, ACC Ingénierie & Maintenance will provide the competent service members all the necessary setting and maintenance instructions all along the commissioning period.

XII- CONFIDENTIALITY

Our proposals are strictly confidential, they could not be reproduced or communicated without prior agreement of ACC Ingénierie & Maintenance.

XIII- COMPETENT JURIDICTION AND APPLICABLE LAW

IN THE ABSENCE OF MUTUAL AGREEMENT, ANY KIND OF DISPUTE RELATED TO OUR SALES, EVEN IN CASE OF WARRANTY CLAIMS OR MULTIPLE DEFENDANTS, REMAINS THE EXCLUSIVE COMPETENCE OF CLERMONT-FERRAND COMMERCIAL COURT APPLYING FRENCH LAW.