General Terms and Conditions of Sale

1. General provisions

These general terms and conditions of sale are applicable, save for any specific agreement, to sales carried out both for export and in France by the company SCHAEFER + PETERS. The dispatch or submission of the order by the customer implies its full and unreserved acceptance of these general terms and conditions of sale, to the exclusion of all other documents such as prospectuses and catalogues issued by the company SCHAEFER + PETERS, which are provided for information purposes only. No specific condition modifying these general terms and conditions of sale may be accepted by any intermediary, canvasser, or employee whatsoever of the com-
pany, save for the formal written acceptance of the latter. Any contrary condition laid down by the customer shall therefore, in the absence of express acceptance,
be unenforceable against the company SCHAEFER + PETERS regardless of when it may have been brought to its attention. The fact that the company SCHAEFER + PETERS does not at a given time avail itself of any of the clauses of these general terms and conditions of sale may not be interpreted as a waiver of the right to avail itself at a later date of any of the said clauses.
 

2. Price

The products are supplied at the price in force at the time the order is placed and are given subject to fluctuations in the prices of raw materials and currencies that may occur between the placing of the order and its delivery. The prices indicated in all quotations are expressed in Euros. Any tax, levy, duty or other charge payable under French regulations, those of an importing country or of a country of transit, shall be borne by the customer
 

3. Delivery and transport

As a matter of principle, delivery may only take place if the customer is up to date with its obligations towards the company SCHAEFER + PETERS. It shall be borne by the buyer.
In the absence of special instructions from the customer, the company SCHAEFER + PETERS shall use any means it deems appropriate for the shipment of the products, as well as any various inter-mediaries and/or carriers, who are deemed to be approved in advance by the customer, who accordingly undertakes to bear the costs.
When they are carried out by the company SCHAEFER + PETERS or at its request, transport and packaging operations are performed on behalf of and at the risk of the consignee, to whom it falls to inspect the products upon arrival and to exercise, where appropriate, its remedies against the carrier. In particular, in the event of damage or shortage, the customer must complete the formalities provided for in articles 103 et seq. of the Commercial Code. As the products travel at the customer's risk and peril, no recourse may be exercised against the company SCHAEFER + PETERS for delay, damage or any other loss suffered by the goods during transport operations, even if the acts necessary to preserve the remedies against the carrier have been carried out in the legal forms. Without prejudice to the measures to be taken vis-à-vis the carrier, complaints regarding apparent defects or the non-conformity of the delivered product with the ordered product or with the
dispatch note must be made in writing within the three days following receipt of the products. The customer must give the company SCHAEFER + PETERS every facility to ascertain these defects and to remedy them. It shall refrain from intervening itself or from having a third party intervene for this purpose. All equipment is deemed to be taken and accepted on the premises of the company SCHAEFER + PETERS. The transfer of risk on the equipment takes place upon dispatch from the seller's warehouses. It follows in particular that the products travel at the risk and peril of the consignee, even in the case of carriage-paid dispatch. Delivery times are indicated as accurately as possible but depend on supply constraints and on the order in which orders are received. The company
SCHAEFER + PETERS declines in advance all liability in the event that a delay should occur in the delivery of all or part of the equipment for a cause not attributable to it. Exceeding delivery times may not give rise to damages, to withholding, nor to cancellation of orders in progress.
The company SCHAEFER + PETERS may make partial deliveries of an order.

4. Invoicing and payment

The company SCHAFER&PETERS reserves the right to require, for any first order from a customer, payment in advance and by cheque. Subject to the paragraph above, payment is made within 45 jours, end of month, on the 10th. Cash payment of the products upon delivery shall entitle the customer to a discount of 2%. In the case of deferred or term payment, payment under this contract is constituted not by the mere remittance of a bill of exchange or of a cheque, implying an obligation to pay,
but by their settlement on the agreed due date. In the event of late payment, the company SCHAEFER + PETERS may suspend all orders in progress and refuse all interventions on any machines, even under the warranty provided for in article 8; without prejudice to any other course of action. Any sum not paid on the date stated on the invoice, where that date is equal to or later than the period provided for in these general terms and conditions of sale, shall give rise
automatically and without prior formal notice to the payment of a penalty calculated on the basis of the legal interest rate increased by one half. This interest shall run from the day of the due date to the day of payment. In accordance with articles 441-6 c. com. and D. 441-5 c. com., any late payment automatically entails, in addition to the late-payment penalties, an obligation for the debtor to pay a fixed indemnity of 40 € for recovery costs.
FAILURE TO PAY ALL OR PART OF ANY ONE OF THE INSTALMENTS, ANY SUM DUE BY REASON OF THIS ORDER OR OF OTHER ORDERS ALREADY DELIVERED OR IN THE COURSE OF DELIVERY, THE NON-PAYMENT OF A BILL OR THE FAILURE TO RETURN WITHIN 48 HOURS A DRAFT SENT
FOR ACCEPTANCE, SHALL RENDER THE DEBT IMMEDIATELY PAYABLE, WITHOUT FORMAL NOTICE;

The customer shall refrain from exercising any right of retention or from invoking any set-off against the claims that the customer might possibly assert against the company SCHAEFER + PETERS. The customer expressly waives the right to avail itself of the provisions of article 1290 du Code Civil. The company SCHAEFER + PETERS reserves the right to cancel automatically the rebates, discounts, refunds and other advantages that may have been granted in the event of payment difficulties, without this prejudicing the validity of the contracts. Any deterioration in the customer's credit standing may justify requiring guarantees or cash payment by draft payable at sight, before execution of the orders received.
 

5. Retention of title 

IT IS EXPRESSLY AGREED THAT THE TRANSFER OF OWNERSHIP OF THE EQUIPMENT SOLD IS SUBJECT TO FULL PAYMENT OF THE PRICE IN PRINCIPAL,
INTEREST AND ALL INCIDENTAL COSTS BY THE BUYER, IN ACCORDANCE WITH THE LOI DU 12 MAI 1980 AND WITH ARTICLES 115 TO 122 OF LOI N°85-98 OF 25 JANUARY
1985; IN THE EVENT OF NON-PAYMENT OF AN INSTALMENT OR OF A SINGLE FRACTION OF THE PRICE, THE SALE SHALL BE RESCINDED AUTOMATICALLY, IF THE SELLER SO WISHES, 48
HOURS AFTER A FORMAL NOTICE BY REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT HAS REMAINED UNSUCCESSFUL. IF THE EQUIPMENT SUBJECT TO THE RETENTION
OF TITLE HAS BEEN SOLD BY THE CUSTOMER, THE CLAIM OF THE COMPANY SCHAEFER + PETERS SHALL BE AUTOMATICALLY TRANSFERRED TO THE CLAIM FOR THE PRICE OF THE PRODUCTS SOLD. THE CUSTOMER SHALL THEREUPON ASSIGN ALL CLAIMS ARISING FROM THE RESALE OF THE UNPAID PRODUCTS SUBJECT TO RETENTION OF TITLE.

The seller may unilaterally have an inventory drawn up of the unpaid products held by the buyer. Notwithstanding the retention of title, all risks relating to the equipment delivered shall be borne by the customer from the time the products are handed over to the carrier or to the direct customer. Until the price has been paid in full, the buyer must individualise the products delivered under this contract and not mix them with other products of the same nature originating from other suppliers. The products in stock are presumed to be those that are unpaid. In the event of a seizure-repossession, or of any other intervention by a third party on the products,
the buyer must inform the seller without delay so as to enable the latter to oppose it and to preserve its rights. The down payments shall remain acquired by the seller and shall be applied successively to the difference in the market value of the goods taken back, then to the other claims not settled to the seller. The balance shall be allocated as an indemnity. The difference between the value of the equipment taken back when new and its market value may always be claimed by the seller.
 

6. Warranty

The liability of SCHAEFER + PETERS is strictly limited to the pure and simple replacement of the parts recognised as defective by joint examination after their return to its warehouses, whatever the nature of the defect found, including in the case of a hidden defect, and this to the exclusion of all damages. In any event, no warranty shall be granted in the event of modification of the equipment after its delivery. No claim for non-conformity or apparent defect, whatever the reason, shall be accepted after fifteen (15) days from the delivery of the goods, and any unauthorised return shall be refused.
 

7. Force Majeure

The company SCHAEFER + PETERS shall be released from any contractual obligation to perform or to deliver, without payment of any indemnity of any kind, in the event of force majeure resulting in particular from the events set out below, even if they do not present an unforeseeable, irresistible or insurmountable character: a strike within it or at its suppliers, the total or partial destruction, for any cause whatsoever, of its premises and installations, a governmental decision, French or foreign, the impossibility of being supplied, and more generally any fortuitous event of human or natural origin preventing or reducing the possibilities of performance of the services or contractual obligations of the company SCHAEFER + PETERS.

8. Automatic rescission

IN THE EVENT OF NON-PERFORMANCE OF THE CUSTOMER'S OBLIGATIONS, AND IN ACCORDANCE WITH ARTICLE 1657 DU CODE CIVIL, THIS CONTRACT SHALL BE RESCINDED AUTOMATICALLY WITHOUT SUMMONS, AND THIS WITHOUT PREJUDICE TO ANY DAMAGES THAT MAY BE CLAIMED FROM THE CUSTOMER.

9. Attribution of jurisdiction 

ANY DISPUTE RELATING TO THE INTERPRETATION OR THE PERFORMANCE OF THESE PRESENTS AND OF THEIR CONSEQUENCES SHALL BE SUBJECT TO FRENCH LAW AND SHALL FALL WITHIN THE JURISDICTION OF THE COMMERCIAL COURT OF VERSAILLES, EVEN IN THE CASE OF A PLURALITY OF DEFENDANTS, OF AN ACTION ON A WARRANTY OR OF INCIDENTAL CLAIMS.
COMMERCIAL BILLS OR THE ACCEPTANCE OF PAYMENTS, EVEN IF DOMICILED ELSEWHERE, SHALL EFFECT NEITHER NOVATION NOR DEROGATION FROM THIS CLAUSE.