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GENERAL TERMS AND CONDITIONS OF SALE

Article 1 – Scope

These General Terms and Conditions of Sale (GTC) apply to all services and/or sales carried out by AGELYO, a limited liability company (SARL) with share capital of €5,000, registered with the Lyon Trade and Companies Register under no. 829 064 427, whose registered office is at 27 rue Maurice Flandin – 69003 Lyon.

Any order implies unreserved acceptance of these GTC.

These GTC prevail over any other document of the customer, unless otherwise agreed in writing.

Article 2 – Services

The company provides the services and/or sales described in the quotes, commercial proposals, contracts or purchase orders accepted by the customer.

Photographs, documentation, catalogues and descriptions are given for information only and have no contractual value.

Article 3 – Orders

Any order becomes firm and final after:

  • written acceptance of the quote, proforma or purchase order;

  • or signature of a contract;

  • or issue of a purchase order or proforma accepted by the seller.

Any change requested by the customer may result in an adjustment of lead times and prices.

Article 4 – Deposit and cancellation

Any order expressly accepted by the Customer is considered firm and final.

Every order gives rise to payment of a deposit. This constitutes a firm commitment by the parties and may under no circumstances be refunded to the Customer in the event of cancellation of the order, in whole or in part, whatever the cause, except with the Seller's prior written agreement.

Cancellation of the order by the Customer does not release the Customer, where applicable, from its obligation to compensate the loss suffered by the Seller where this exceeds the amount of the deposit paid, in accordance with applicable law.

Article 5 – Prices

Prices are expressed in euros excluding tax (excl. VAT). VAT is applied at the legal rate in force. Quotes are valid for thirty (30) days unless otherwise stated.

Article 6 – Payment terms

Payment may be made by bank transfer or any other means accepted by the company according to the specific provisions set out on the quote, without discount.

Article 7 – Late payment

In accordance with articles L.441-10 et seq. of the French Commercial Code:

  • any sum not paid by its due date will automatically bear late-payment interest calculated at the European Central Bank refinancing rate plus 10 points, without prior formal notice;

  • a fixed indemnity of €40 for recovery costs will be due automatically;

  • where the recovery costs incurred exceed this indemnity, additional compensation may be requested on presentation of supporting documents.

The seller may suspend performance of the services until full payment.

Article 8 – Lead times

Lead times are given for information only. They are extended in particular in the event of:

  • delay by the customer in providing information;

  • modification of the order;

  • force majeure.

No reasonable delay may give rise to cancellation of the order or payment of damages, unless otherwise agreed.

Article 9 – Customer obligations

The customer undertakes to:

  • provide all the information necessary for performance of the services;

  • collaborate actively with the service provider;

  • respect the agreed deadlines for approvals.

Any delay attributable to the customer may result in postponement of lead times.

Article 10 – Non-circumvention clause

The Customer undertakes not to circumvent the Seller in the performance of the services or the supply of the products covered by the order.

Accordingly, the Customer shall in particular refrain, without the Seller's prior written agreement, from dealing directly or indirectly with suppliers, subcontractors, partners, manufacturers, service providers or any other party introduced to it or of whom it became aware in the course of its business relations with the Seller, with the aim of carrying out similar operations or avoiding the Seller's involvement.

This undertaking applies throughout the business relationship and for a period of twelve (12) months from its end, whatever the cause.

In the event of breach of this clause, the Customer shall owe the Seller, as a penalty clause, a fixed indemnity equal to 30% of the amount excluding tax of the operations carried out in breach of this clause, without prejudice to the Seller's right to seek full compensation for the loss suffered if it is greater.

Article 11 – Liability

The company has an obligation of means, unless otherwise provided by law. Its liability is limited to proven direct damage.

In any event, the amount of damages that may be charged to it is limited to the amount excluding tax of the order concerned.

The company cannot be held liable for indirect damage such as loss of operations, loss of turnover, loss of data or loss of customers.

Article 12 – Transfer of ownership and risk

  1. For products delivered in mainland France: the products sold become the property of the Customer upon receipt at the agreed site before unloading. From that moment, the Customer bears all risks relating to the products, in particular the risks of loss, theft, deterioration or destruction.

  2. For products delivered for export (outside mainland France): the products sold become the property of the Customer upon loading at the production plant. Independently, the transfer of risk is linked to the Incoterm:

EXW: When the goods are made available at the seller's premises.

FCA: When the designated carrier takes charge of the goods.

FOB: When the goods are loaded on board the vessel at the port of shipment.

CIF: Risks are transferred upon loading on the vessel, even if the seller pays freight and insurance to the port of arrival.

DAP: Upon making the goods available at the agreed place of destination.

DDP: Upon delivery at the agreed place, after completion of import formalities.

In both cases, the transfer of ownership is independent of payment of the price. Consequently, non-payment does not affect ownership of the products transferred to the Customer. The Seller nevertheless retains all recovery actions provided by law and the contract to obtain payment of the sums due, increased, where applicable, by the late-payment penalties and indemnities applicable.

Article 13 – Confidentiality

Each party undertakes to keep confidential the technical, commercial, financial or strategic information obtained in the context of the contractual relationship.

This obligation remains in force for five years after the end of the business relationship.

Article 14 – Intellectual property

The sale of services or products does not entail transfer of intellectual property rights. Any reproduction or use is prohibited without authorisation. Unless otherwise stipulated in a contract or quote, all technical documents, drawings, CAD files, photographs and know-how remain the exclusive property of the company. No right of reproduction or exploitation is transferred without written agreement.

Article 15 – Force majeure

Neither party may be held liable for a failure resulting from an event having the characteristics of force majeure within the meaning of Article 1218 of the French Civil Code.

Performance of the contract is suspended for the duration of this event.

Article 16 – Termination

In the event of serious breach by one of the parties of its obligations, the contract may be terminated automatically after a formal notice that has remained without effect for thirty (30) days.

Services already performed remain due.

Article 17 – Applicable law and jurisdiction

These GTC are governed by French law. Any dispute relating to their interpretation or performance shall fall under the exclusive jurisdiction of the Commercial Court of Lyon.

Article 18 – Acceptance

The customer acknowledges having read these General Terms and Conditions of Sale before placing any order and accepts them without reservation.

GTC 23/04/2020

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