GENERAL TERMS OF SALE

 

All the sales of materials, from whatever nature and origin, are made expressly in the conditions specified below, which are essential even if the contracting one has different ones. All the sales are made with reserve of property to the profit of ADES TECHNOLOGIES.

1 - GENERATION OF THE CONTRACT

Any order - study of materials and accessories is final only after acceptance by the Management of ADES TECHNOLOGIES, but it is final with respect to the purchaser as of his signature of the purchase order. Minimum of invoicing: 160 € Net H.T.

Any cancellation of order, for whatever reason, will open the right to ADES TECHNOLOGIES, or to continue to perform the market, or to require damages to cover its expenditure and its shortfall. For the case where a modification of the model would intervene between the day of the order and that of the delivery, the purchaser will be able to cancel his order within eight days starting from received information. Every product in conformity with the order of the customer could neither be returned nor exchanged without the agreement of ADES TECHNOLOGIES, and will be related to a depreciation.

2 – PRICES

The prices of the materials, accessories and/or supplies are those practiced the day of the order, in the condition that this one intervened within one month starting from the offer. If not, except express contrary convention, the prices applied will be those of the day of the delivery.

If the object of the order is a market to be carried out over several months, the market could be together with a price variation clause which will be specified on the offer. The prices are established excluding VAT, departure workshops, port charges and packing in addition. The materials, accessories and/or supplies are always stipulated payable with the head office of ADES TECHNOLOGIES.

3 - TERMS OF PAYMENT

(Except written exemption)

If it concerns a market (installation, materials), an instalment of 30% must be transferred with the order, the rest by accepted domiciled bill at 60 days net date of invoice. In accordance with the Law LME n° 2008-776 of August 4th, 2008, our terms of payment are 60 days net date of invoice. Any non-payment or non respect of due date fixed on the invoice, will give place to the payment of post maturity interest calculated by application of an interest rate equal to 3 times the legal interest rate. These interests will run from the due date until the payment. Any started calendar month is entirely due concerning the interest. The expenses of return of unpaid, handing-over in bank and file remain in charge of the debtor. The non-payment at due date involves moreover: Immediate current liability of the totality of the debts.

The current liability as penalty clause for an allowance equal to 15% of the amount of the debts, as well as the refunding of all possible legal and extra legal expenses.

In the event of agreement of extension before the due date envisaged, the sums will bear interest on the same basis as that stated higher.

The acceptance of new order only accompanied by its payment.

4 - TRANSPORT

The sold materials and accessories always travel to the risks and dangers of the purchaser who, in the event of loss or of deterioration, will have to make all the useful reserves on the delivery order, which implies for him that he checks the delivered goods.

5 - DELIVERY TIME

All the times indicated are as an indication, except if they are stipulated of rigor. The cases of “force majeure”, accidents, strikes included, suspend the delivery periods. Any partially delivered order will be invoiced item per item, in the month of the delivery, and will not give place to an extension of due date related to the delivery of the rest.

It could not be applied penalties higher than 0,5% per week of delay, as from the 3rd week following that definite like, with however, a running total of 5% of the value of the parts concerned.

6 – LATE PAYMENT

Any non-payment or non-respect of the due date fixed on the invoice, will give place to the payment of post maturity interest calculated by application of an interest rate equal to 3 times the legal interest rate. These interests will run from the due date until the payment. Any started calendar month is entirely due concerning the interest. The expenses of return of unpaid, handing-over in bank and file remain in charge of the debtor. The non-payment at due date involves moreover:

Immediate current liability of the totality of the debts.

The current liability as penalty clause for an allowance equal to 15% of the amount of the debts, as well as the refunding of all possible legal and extra legal expenses.

In the event of agreement of extension before the due date envisaged, the sums will bear interest on the same basis as that stated higher.

The acceptance of new order only accompanied by its payment.

All charges of debt collection, of courts, fees of bailiff and lawyers are the responsibility of the purchaser. When the credit of the purchaser worsens (delay of payment/cancellation credit insurance) ADES reserves the right to cancel whole or part of a market.

7- GUARANTEE

The guarantee of ADES TECHNOLOGIES against any defect of manufacture or matter is SIX months, from the delivery, for a normal use, corresponding to the possibilities of the delivered material, the guarantee being limited to the replacement of the defective pieces. Is regarded as abnormal a use of more than nine hours per business day: in this case, the guarantee is reduced to THREE months. The guarantee does not apply if the delivered materials or accessories were subject of interventions by thirds, whatever its nature. So that this guarantee is applied, ADES TECHNOLOGIES must be informed by registered letter with notice of receipt of the noted failure, one week at the latest after the delivery. No return, or any intervention could be made without express agreement. The defective pieces must be carefully preserved at the provision of ADES TECHNOLOGIES. If this guarantee is not disputed it will be contractual.

8 - RESERVE OF PROPERTY

ADES TECHNOLOGIES expressly reserves the property of the materials delivered until the integral payment of their price, the materials being those indicated in the invoice on the recto. In the absence of payment by the purchaser, of only one fraction of the price at the agreed due dates and, remained unfruitful, fifteen days after formal notice by registered letter with notice of receipt, the present sale will be solved automatically as seems good to ADES TECHNOLOGIES. In the event of dissension on the methods of the restitution of the material, this one could be obtained by sanction returned by Mr. President of the Commercial court of Saint-Etienne to which the parts allocate expressly responsibility, the same decision appointing an expert to evaluate the value of the material restored at the day of the restitution. In the event of bankruptcy proceedings or of liquidation of goods of the purchaser, pursuant to the law in force, the claim of these materials could be exercised within four months starting from publishing proceedings.

The purchaser commits himself informing his proper customers or third persons of the existence of the clause of reserve of property in our favor. The goods, materials and accessories remain the property of ADES TECHNOLOGIES until the integral payment of their price, but the purchaser becomes responsible about it from the material handing-over made, the risks being transmitted to him. As simple tolerance, ADES TECHNOLOGIES authorizes from now, the purchaser to resell the material object of the reserve of property, in the express condition that the part of the selling price due to ADES TECHNOLOGIES, as of the resale, is given security on the resale price to the profit of ADES TECHNOLOGIES in accordance with the article2071 of the Civil code, the purchaser becoming simple holder of the price.

9 – STUDIES

The plans and documents accompanying any proposal of installation remain the exclusive property of ADES TECHNOLOGIES; they can neither be used, neither recopied, neither reproduced, nor thrown without being destroyed. If the made proposal is not accepted for an unspecified reason, the corresponding study will be paid by the customer.

10 - LITIGATIONS

In the event of dispute, of express convention, only the Courts of the Head office of ADES TECHNOLOGIES will be qualified, even if there is plurality of defendants, call for guarantee or intervention.

11 - CANCELLATION OF ORDER

No cancellation of order will be accepted. For the exceptional case where the salesman would accept a cancellation of order, the purchaser should then pour an allowance to the salesman fixed by him and covering the integrity of his damage.