Terms and conditions of sale

Article 1 - Application and enforceability of the terms and conditions of sale

1.1 These terms and conditions of sale apply to all sales of products made by OCTE and take precedence over any document issued by the Client and in particular over any general terms and conditions of purchase.

1.2 By placing an order, the Client accepts OCTE general terms and conditions of sale without reservation or limitation.

1.3 Information provided in any other OCTE documents including catalogues, electronic media, brochures and advertising materials, is provided by OCTE solely for information purposes and is subject to modification at any time without notice. OCTE reserves the right to modify the technical characteristics of its products.

1.4 Any modification to or exemption from these terms and conditions of sale granted by an agent, distributor or employee of OCTE shall not be binding on OCTE unless accepted in writing by OCTE Management.

1.5 Failure by OCTE to enforce any of its rights under these terms and conditions of sale may not be interpreted as a waiver of its right to subsequently enforce any of these terms and conditions.

Article 2 - Offers and quotations

2.1 Our quotations remain in force for 60 days from their transmission to the Client for sales in France, abroad and in the DOM TOM.

2.2 Plans, documents and technical studies are the property of OCTE and cannot be used or disclosed to third parties without the written consent of OCTE. If the Client does not accept the offer, he must return all these documents to OCTE.

2.3 Any modification to our offer requested by the Client may modify the price and delivery time.

Article 3 - Order - modification cancellation

3.1 Order must be placed in writing. They become final when the Client receives from OCTE a “Confirmation of Receipt”. From this date, the order cannot be modified or cancelled without the written consent of OCTE. If the order is modified, OCTE indicates the new price, the time and means of delivery. If the order is cancelled, OCTE may claim an indemnity taking into account the studies already performed and the fabrication of the products.

3.2 Products may only be returned in exceptional circumstances and upon the written consent of OCTE. Products can only be retuned for an exchange within 15 days from their delivery and only if new and in their original packaging. The mere receipt by OCTE of products returned by the Client does not imply that OCTE accepts to take back the products unless OCTE has agreed to this return in writing. Specific products cannot be exchanged or returned.

3.3 The technical characteristics of OCTE standard products are provided for information purposes and appear on our catalogue and Web site: www.octe.eu. OCTE may modify its products at any time and without prior notice as they consider appropriate.

3.4 The acceptance of any order by OCTE may be conditional upon cash payment, guarantees of payment or the consultation of accounting documents allowing OCTE to verify the Client’s creditworthiness.

Article 4 - Price - Conditions of sale

4.1 The OCTE products are sold at the catalogue price applicable on the day of the order expressed in Euros and excluding taxes, packaging and transportation costs. A standard registration fee is charged in addition to the price.

4.2 Our products are sold “ex-works” (EXW – INCOTERMS 2010) for France or DOM TOM and “free carrier” (FCA – INCOTERMS 2010) for export. The respective obligations of the Parties in terms of licenses, authorizations, transport and delivery are defined by the corresponding terms of the ICC INCOTERMS 2010, unless otherwise provided by these general terms and conditions of sale or agreed between the Parties.

Article 5 - Terms and conditions of payment

5.1 Our invoices are payable by bank transfer to Asnières-sur-Seine upon receipt of invoice or with OCTE’s consent within 30 days of the end of the month without any discount. No complaint or dispute allows the Client to defer the payment of an invoice

5.2. Any amount unpaid on the due date appearing on the invoice shall automatically, without a letter of notice, incur a penalty of three times the legal interest rate. This penalty shall be payable by right and automatically debited form the Client’s account. In addition, the sums owed by the Client for other deliveries or for any other reason shall become immediately payable and OCTE shall be entitled to cancel all pending orders, without prejudice to any other action or remedy.

5.3 Any deterioration of Client’s credit and/or non-compliance with the terms of payment may lead OCTE to request guarantees or payment in cash prior to fulfilling orders received.

Article 6 - Reservation of ownership

6.1 THE TRANSFER OF OWNERSHIP OF OUR PRODUCTS SHALL ONLY BE EFFECTIVE AFTER THEIR COMPLETE PAYMENT BY THE CLIENT, IN PRINCIPAL AND INTEREST EVEN IN CASE OF A DELAYED PAYMENT AGREED BY OCTE. IN CASE OF A DEFAULT OF PAYMENT OF THE PRICE OF THE PRODUCTS, IN PART OR IN ALL, OCTE SHALL HAVE THE RIGHT UNTIL COMPLETE PAYMENT TO RECOVER POSSESSION OF THE PRODUCTS EVEN IF THE RECOVERY INVOLVES THE REMOVAL OR DISMANTLING OF THE PRODUCT; ANY DEPOSIT PAID BY THE CLIENT SHALL BE RETAINED BY OCTE AS AN INDEMNITY, WITHOUT PREJUDICE TO THE CANCELLATION OF ALL PENDING ORDER AND OTHER ACTIONS. ANY PROVISION OF THE TERMS AND CONDITIONS OF PURCHASE TO THE CONTRARY IS DEEMED NULL AND VOID.

6.2 The provisions of this clause shall not affect the transfer to the Client of the risks attached to the products upon delivery.

6.3 Until complete payment of the price, the Client shall keep the products delivered separate from other products and shall not assemble, transform or sell them. If the Client fails to do so, OCTE may demand a refund or take back the products still in stock, without prejudice to a claim in payment and/or indemnification.

6.4 The Client shall inform OCTE without delay of any seizure or other action by a third party, in order to allow OCTE to object and defend its rights.

Article 7 - Delivery - Transfer of risks

7.1 For the delivery of products in France (EXW – INCOTERMS 2010), the Client shall contract at his own expenses for the carriage and insurance of the products to the place of delivery. The Client shall take delivery of the products at OCTE factory or any other agreed place, within 10 (ten) days from the receipt of the notice of release. From the date of delivery or, if the Client has not taken delivery of the products, from the due date of delivery, the Client shall bear all risks of loss or damage. If the Client has not taken delivery in due time, OCTE shall have the right to dispose freely of the products and/or invoice the Client for handling and storing charges for an amount equal to a minimum of 1% of the total amount of the relevant order for each week of delay, without prejudice to other indemnities or remedies justified by the delay.

7.2 For the delivery of products in the DOM TOM or abroad (FCA – INCOTERMS 2010), the Client shall (i) obtain at his own risk and expense any export license and (ii) carry out all customs formalities necessary for the export of the products (iii) contract for carriage and insurance of the products and (iv) shall take delivery of the products at the agreed place by the carrier or another person acting on his behalf of the products loaded on the means of transport provided. If the Client has not taken delivery within the agreed time OCTE shall be entitled to freely dispose of the products and/or to invoice the Client for handling and storing charges for an amount equal to a minimum of 1% of the total amount of the relevant order for each week of delay, without prejudice to other indemnities or remedies justified by the delay.

7.3 Delivery lead times are only indicative. Late delivery does not entitle the Client to damages or deductions or delay in payment nor

Article 8 - Complaints for apparent defects or non-conformity

8.1 Complaints about apparent defects or the non-conformity of the product delivered to the order or to the delivery note must be submitted by the Client to OCTE by registered letter with acknowledgement of receipt within eight (8) full days of the date of delivery of the products to France and within ten (10) days of the delivery of the products to the DOM TOM and abroad.

8.2 The Client shall be responsible for providing evidence of the alleged defects or anomalies. The Client must allow and facilitate the verification of these defects by OCTE and their resolution. The Client will refrain from intervening and/or having a third-party intervene for that purpose. The Client shall not return any product without the written consent of OCTE.

8.3 The Client shall return any defective or non-conforming product at his own risks and costs. Should the Client’s claim be justified, OCTE shall reimburse the return costs and shall deliver the replacing products at its costs, EXW (INCOTERMS 2010) for products to France and FCA (INCOTERMS 2010) for products to DOM TOM or abroad.

8.4 If OCTE finds that the products are defective or non conforming under the conditions stated above, the Client can have the products replaced for free but may not obtain the cancellation of the pending order or any indemnity or damages.

8.5 No claim may allow the Client to retain the payment of products.

Article 9 - Warranty

9.1 OCTE products are guaranteed against any defect in materials or manufacturing for a period of 1 year from the date of the invoice. For some products, OCTE may consent to the Client an additional 24 or 36 months guarantee. Corrective actions undertaken by OCTE under the warranty, including replacement, repair or modification of the products, do not extend the warranty period.

9.2 Under this warranty, the sole obligation of OCTE shall be the possible replacement or the repair of the product or the element recognized as defective by OCTE. The warranty may not, under any circumstances, give rise to payment of any indemnity or reimbursement.

9.3 The Client shall return any defective product at his own risks and costs. Should the Client’s claim be justified, OCTE shall reimburse the return costs and shall deliver the replacing products at its costs, EXW (INCOTERMS 2010) for products to France and FCA (INCOTERMS 2010) for products to DOM TOM or abroad.

9.4 The Client may not invoke the warranty unless he has informed OCTE of the defect affecting the product within 20 days of the discovery of any such defect and proves the date of this discovery. The warranty only covers hidden defects, which make the product unfit for use and which the Client could not identify before using the product. The warranty does not cover apparent defects. Nor does it cover defects and deterioration caused by normal wear and tear of the product or by an external accidental event, by the Client’s negligence or lack or surveillance or by a use which is not consistent with its purpose, function or technical characteristics and/or with the instruction issued by OCTE or by an improper installation or set up, a modification or a repair of the product carried out by the Client. The warranty does not cover products, which have been modified, repaired or opened without the consent of OCTE. Specific products (non-catalogue) are excluded from this warranty and are subject to a specific agreement between the Client and OCTE.

9.5 The responsibility of OCTE in the case of faulty products excludes any liability for the repair of damage caused to property and goods used for business purposes.

Article 10 - Force majeure

OCTE is released from their contractual obligations in all cases of force majeure. Strikes of the staff of OCTE or usual carriers, flood, fire, storm, epidemic, production stoppage as a result of accidental breakdown, interruption of the supply of power or raw materials and interruption of means of transportation shall be regarded, inter alia, as cases of force majeure.

Article 11 - Avoidance clause

If the Client does not comply with their contractual obligations, specifically if they fail to pay all or part of the price on the agreed due date, OCTE may cancel the order and all other pending orders. Cancellation shall take effect forty-eight (48) hours after the dispatch by registered letter with acknowledgment of receipt of an injunction to pay, unless payment is received in the meantime. The Client shall promptly return to OCTE all products, which have not been paid for.

Article 12 - Intellectual property - Confidentiality

12.1 All information disclosed by OCTE to the Client, including commercial data, prototypes, samples, studies and documents of any nature on any medium shall remain the property of OCTE.

12.2 The Client shall not divulge any of the information received from OCTE and shall return this information to OCTE upon written request.

Article 13 - Law applicable - Competent court - Election of domicile

These general terms and conditions of sale shall be governed by French law and, additionally, by the Convention of Vienna on Contracts for the international sales of goods. Any dispute arising from the general terms and conditions of sale or relating to them shall be subject to the jurisdiction of the Courts of Chartres, France, which the Client expressly accepts.