General Terms and Conditions of sale of Procodis France

I. The present general terms and conditions govern the sales of goods contracted with Procodis France. Unless stated otherwise, these conditions shall apply to each sale or written agreement between the parties. They prevail over the buyer’s general conditions of Purchase.

II. Any order accepted and confirmed by Procodis France, by whatever means, can’t be retracted by the purchaser, unless Procodis France receives compensation for the loss of this order.

III. a) In accordance with Law N°80-335 12 May 1980, the goods shall remain the full property of Procodis France until full payment of the order has been made. They can be resold to a sub-purchaser only under the above-mentioned expressed conditions. Eight days after a final notice by registered letter with acknowledgement of receipt that remained unsuccessful, in case of payment default of a fraction of the price by the purchaser at the scheduled deadline, Procodis France, reserves the right to demand immediate payment of the amount owed by the buyer or to invoke the reservation of ownership to obtain the return of the goods with a simple summary order injunction.
b) In the event of the reorganization in bankruptcy or liquidation of the purchaser, Procodis France intends to legitimate on the provisions of the Law n° 85 – 95 of the 25 January 1985.

IV. a) All the Procodis France goods, also those that are sold carriage paid, are carried at the customer’s risk. It shall be the duty of the buyer to lodge any claims against the carrier in the event of failure, delays or damages that occurred during transit, in accordance with Title VI, section III and IV of Commercial Code.
b) The delivery times stated for our supplies and work are indicative. A delay in delivery (less than 6 months) does not entail the cancellation of an order, payment of damages or any price discount.
c) Any force majeure events, such as, strike, fire or other cause beyond the reasonable control of Procodis France making its contractual obligations impossible, shall temporarily suspend them. The delivery date is postponed. The buyer may not refuse a partial delivery of the goods in case of force majeure circumstances.

V. a) Immediately upon receipt of the goods, the receiving party must proceed to its control and express its reserves to the carrier, if necessary.
b) He/She should also address written complaints to Procodis France by registered letter with acknowledgement of receipt, no later than 8 days after receipt of the goods. In the absence thereof, goods are deemed to be irrevocably in conformity with the contract.
c) No goods should be sent back without a prior agreement of Procodis France.

VI. a) The prices stated by Procodis France, in the commercial offers and acknowledgement receipts, are determined according to economic and monetary conditions in place on the date of the offer. In the event of substantial change of these conditions, the final amount charges shall be at the prices which apply on the day of delivery.
b) The prices stated by Procodis France are given for the quantities ordered and Procodis France reserves the right to amend the unit charges quoted in case quantity changes would occur.
c) Any incidental costs which might affect the order either directly or indirectly, such as an increase in transport costs, taxes and duties, arising after the acceptance of the order shall lead to a corresponding increase to the agreed price, even if this is a fixed price.
d) Payments are to be made net, without any discount under the conditions laid down in the offer of order confirmation by Procodis France, except provisions related to Law n° 92-1442 of 31 December 1992. In case of payment in advance, at least within 10 days of the invoice date, the discount rate applied is 0,5% per month.
e) Payment conditions cannot be modified, under any circumstances, even in case of buyer complaints.
f) Any outstanding amount due for payment by the buyer, by operation of law from the date thereof, shall bear interests at the rate of x13,5 per month, without making this clause affecting the due date of the debt and without prejudice of any other right of Procodis France, including the implementation of the retention of title clause and the suspension of shipments. Furthermore, Procodis France may regard the sale as cancelled without prejudice to damages, after a simple notification by registered letter with receipt of delivery has remained without result.
g) A lack of referral within the following 8 days after acceptance is considered as a payment default and fall due to a cash payment, without prejudice of any protest.
h) In case of any change in the legal situation of the buyer through merger, the sale or contribution to a company of its business assets or equipment, a modification of its shareholding in the share capital, a change in its legal form or any other, the due sums are then due as a one off payment.

VII. All our products are well examined and packed with care. Packaging material and boxes cannot be returned.

VIII. In case of failure from the buyer to comply with one of its obligations, Procodis France may decide to suspend the sale and all the current sales. In addition, Procodis France may notify to the purchaser the cancellation of the sale, eight days after a formal notice remained unsuccessful. The buyer shall refund to Procodis France the costs incurred by its contractual failure.

IX. a) Procodis France guarantees its products to be free of defects in material and manufacturing for a period of 6 months from the date of invoice. Replacement will be made without charge from Procodis France ex warehouse, provided that the damaged products are delivered carriage paid to our warehouse for an examination that will allow Procodis France to investigate the origin of the accident and its nature.
b) The warranty provided in this section is strictly exhaustive and consists to a free replacement of the product deemed defective by Procodis France. Under no circumstances it can be extended to any other part or to refund mounting and dismounting costs. It does not include the replacement of damaged products following part or mechanism failure, surrounding the product.
c) In any case, Procodis France shall be liable for any external Procodis France product factors, such as external accident, defective maintenance, overweight, incorrect fitting, foreign matter or inappropriate use of the product.

X. In the absence of friendly settlement, the Nanterre Commercial Court shall have sole jurisdiction to judge the disputes relating to interpretation and application of the contract.