GENERAL SALES CONDITIONS

GENERAL


These General Conditions of Sale shall govern relations between MAINtag SAS (hereinafter "Seller") and all purchasers (hereinafter "Client") of goods or services manufactured or supplied by Seller. These Terms and Conditions shall apply to any offer or any contract - in which it is qualified, in particular but not limited to sales contract, purchase contract, contract of enterprise, contract for provision of services – relating to the sale of Products, equipment, tools of any kind (hereinafter "Products") by Seller, and any studies or any services offered or provided by Seller.

In what follows, the purchase contracts will be treated as orders.

These Terms and Conditions constitute the basis of the relationship between Seller and Client and exclude the general or special conditions of Client and, if appropriate, supersede them, regardless of the date on which the terms of Client have been brought to the knowledge of Seller.

Any derogation to these Terms and Conditions shall apply only if it has been formally notified to Seller and formally accepted by Seller. The derogation(s) thus notified or accepted shall be treated as Special Conditions of Sale. Special Conditions of Sale shall prevail over General Conditions of Sale.


OFFER


An offer is a business proposal issued by Seller. It is valid only if it is established on the letterhead of Seller and expressly signed or validated by a legally authorized representative of Seller. It is valid for the period specified in the offer.

Unless otherwise specified, the offer is valid for 30 days from the date of issuance of the offer, unless otherwise stated in writing on letterhead of the company of Seller.

It becomes automatically null and void at the expiration of its validity, any tacit extension of the offer being excluded. It will become an order after acceptance by Client.

If Client's acceptance is received beyond the expiry date of the offer, Seller reserves the right to refuse the order. It may possibly make a new offer.

Acceptance of Seller's offer is confirmed by the Client by sending a document specifying the acceptance of the offer. The date of receipt by Seller of Client’s acceptance is the date of entry into force of the order.

By accepting the offer of Seller, Client declares to have received, understand and accept these Terms and Conditions of Seller, and the Special Conditions of Seller if any.

PRICE


The validity of a price is limited to the validity of the corresponding offer.

The price is in the currency of the offer, excluding taxes, exclusive of transfer duty of any kind, as the case may be ex-factory (EXW Incoterms 2000), standard commercial packaging and factory inspection fees included.

If special packaging or specific conditions of receipt are requested by Client, even after its acceptance of the offer, then the corresponding additional costs will be charged to Client.

The price catalogue of Seller determines that the price of some Products is fixed subject to the quantities ordered or special cadences. Waiver requests of Client on the quantities or delivery cadences will become effective only after the express written consent of Seller, which shall be subject to acceptance by Client of the modification of the price conditions.

When market conditions normally require the application of VAT, but Client is exempt from this tax, Client must provide written evidence attached to the order. In case of non submission of such proof of tax exemption, VAT will be charged and shall in no case justify a failure to pay sums due to Seller.

The payment of the price shall be made pursuant to the provisions as provided in the offer and failing such provisions, by the provisions in the General Conditions of Sale.


FULFILLMENT OF THE ORDER


Seller shall fulfill its obligations as provided in the order.

However, in cases where Client has provided insufficient or inaccurate information affecting the implementation of the order, Seller shall be entitled to suspend the fulfillment of the order. Seller will inform Client of the impact on order due to insufficient or inaccurate information provided by Client and the parties will agree on changes to the specifications, pricing or scheduling resulting. Failing to agree, Seller may pronounce ipso jure the termination of the order and Client shall be liable for compensation based on the sale price and proportionate to the advancement of the work.

Any order with a total global amount less than 400 € (net of tax), and with an amount, per line, less than 50 € (net of tax) will be subject to a lump-sum increase of the global price and/or of the price of each order line up to these limits of 400 € and 50 € (net of tax), to cover the costs of management of the order.

Any modification of an order at the request of Client shall be subject to the express written consent of Seller, which may make its consent subordinate to a change of price or delivery conditions.

In case of acceptance by Seller of the proposed amendment by Client, the latter shall submit to Seller a proposed amendment to its initial order, which will become effective on the date of issuance of the agreement of Seller.

Taking into account the business activity of Seller which may, within the framework of the order, use know-how or confidential techniques, any transfer of an order by Client, whether as a specific transfer or during a merger or a partial or total sale of a branch of activity, will only be possible after the written agreement of Seller, which may make the agreement subject to the guarantee by the transferor of the transferee’s obligations or other special requirements. The transferee will be bound by the terms accepted by the Client ceding the order for all of the terms thereof.

In case of refusal of the transfer by the Seller, the Customer will nevertheless be held responsible for the payment of the full price of the order without possibility to require the fulfillment of the order for its part possibly not executed on the date of transfer.


FULFILLMENT DEADLINE


The deadline proposed by Seller to fulfill the order begins after the entry into force of the order and if appropriate, after payment of the deposit if such deposit was included in the order.

It has an indicative value only. Seller's sole obligation is to inform Client of any delays and the probable date of delivery. Seller may make partial deliveries, depending on the availability of products or services ordered.

The Seller shall not be liable:
- if it is unable to perform its obligations under reasonable conditions, as it had planned at the conclusion of the contract, in particular due to unexpected technical complications.
- if the delays in the execution of its obligations are attributable to Client, such as, but not limited to, lack of information necessary to complete the order, failure to deliver the plans, drawings, specifications, technical data, tools promised by Client or its behalf, failure to obtain required technical, commercial, administrative, financial, etc. authorizations, failure to pay when due all amounts owed by Client to Seller or a third party.
- In case of force majeure such as, for example, labor disputes, strikes, insurrections, civil or foreign wars, mobilization, requisition, embargo, government action, not obtaining the export license, prohibition of transfer of currency, fire, flood, non-performance of suppliers or subcontractors, lack of transportation or communication, restriction of the use of energy.

In all other cases, Seller's liability shall not exceed the value of the order (net of tax).


EVOLUTION OF PRODUCTS


Seller reserves the unilateral right to technically improve Products and to deliver them in the latest standard, if the interchangeability of Product is respected. These modifications can be applied to a new Product to be delivered or returned for repair.

DELIVERY


A / Conditions


Any new or repaired product is tested before shipping according to Seller's specifications, of which Client acknowledges that it was aware and accepted them.

Any delay in taking delivery by Client is subject, to the benefit of Seller, to an indemnification of 0.4% of the price of Product in question, for each week of delay, staring the first day of the week period. In case of not removing Product within thirty days after its availability, Seller may, after informing Client, dispose of the product. Seller may also, if it sees fit, pronounce ipso jure the resolution of the order of Product, without prejudice of the amounts due for the start of the fulfillment of the order.

B / Limits of liability, risks, costs


Products are available ex-factory (EXW Incoterms 2000).

Liability, costs and risks associated with transportation are the responsibility of Client. In case of problem during transport, Client can turn only to the carrier.

C / Transfer of Ownership


Property concerned by the order, material or immaterial such as the studies benefit from a title retention clause and will remain the property of Seller until payment in full of their price, delay penalties for late payment or late removal included, but Client will, however, become responsible for them as they become available. Client undertakes, therefore, to subscribe, now, with the company of its choice, an insurance guaranteeing the risks of loss, theft or destruction of the designated Products for their replacement commercial value. Seller shall be designated as the beneficiary of the amounts paid by the insurance in the event of damage. Client undertakes to provide to Seller, upon mere request, proof of the agreed upon purchase of insurance.

In addition, upon availability of the product, Customer will pay all duties, fees or taxes associated with the use, holding or possession, of Product and will reimburse upon simple request of the Seller all duties, fees or taxes based on the ownership of Product.


PAYMENT OF ORDER


Invoices are payable at the headquarters of the company of Seller or the place of payment stated on the invoice and in accordance with the provisions contractually agreed upon on the order acknowledgment sent by Seller or any special conditions approved by the Seller.

No discount is granted for early payment.

Any payment costs are borne by the Client.

Failure to pay an invoice by the due date makes the payment of all other bills payable immediately. For late payment of any of the due dates, amounts due shall bear interest at a rate equal to 1.5 times the legal commercial interest rate without prior notice and without prejudice to any other rights Seller reserves.

As long as Client has not fully met its obligations, particularly payment of an order, Seller may and without notice suspend ipso jure the performance of its obligations, to refuse new orders, pronounce ipso jure the termination of pending orders not yet delivered.

CONFIDENTIALITY CLAUSE


Each party agrees not to disclose or communicate, or use directly or indirectly, unless it has been authorized in advance in writing by the other party or that it was legally obliged, the data, information, methods and know-how as well as any document of any kind whatsoever of which it has knowledge. They will use information received only for the fulfillment of the contract. These confidentiality obligations continue as long as the information remains confidential, including beyond the date of termination of this contract.


INTELLECTUAL AND INDUSTRIAL PROPERTY


Unless prior written approval, orders do not imply any transfer of any nature whatsoever, partial or total, temporary or permanent, of any intellectual and industrial property rights in the products and services developed or incorporated in Products which remain the sole property of Seller. The purchase of Products, studies or services by Client does not in any way give it any right of reproduction of all or any portion of Products or exploitation of intellectual or industrial property rights therein.

In particular, Seller retains ownership especially, without the list being exhaustive, of the rights attached to all plans, studies, software development and other manufacturing documents, tools, existing or pending patents necessary for the manufacture, use and maintenance of Products

The seller remains also the owner of the know-how developed or used in connection with the execution of this contract and free to use it for any other purpose.

Work is carried out on behalf of Client, and none of the work carried out can be modified, reproduced or copied in any way for any marketing or distribution outside of the uses specified in the order. They cannot be transferred to a third party for any reason whatsoever or in any form whatsoever.


GUARANTEES AND LIMITATION OF LIABILITY


Seller is bound to an obligation of means. Consequently, it undertakes to implement reasonable measures to achieve a result as reliable as possible. With the exception of public policy, Seller's liability for any cause whatsoever is to redress the direct and foreseeable prejudice suffered by Client and may not exceed the amount of the price of Product at the origin of the claim against Seller.

Seller shall not be liable in the event of unauthorized, non-compliant, non-licensed or non-planned use of Product, of any modification or repair of Product under conditions which are unauthorized, non-compliant, unapproved or not provided by Seller or in the case of integration of Product. In particular, the Seller cannot guarantee the proper functioning of RFID tags in other environments than in the open air.

Seller shall in no event be liable for any direct or consequential damages such as loss of use or data loss incurred by Client or by a third party.

These exclusions of responsibilities are listed only as examples and are not exhaustive. The provider's liability shall not be liable for an amount greater than the amount received for the completion of work, and in any event capped at € 10,000.

Client guarantees for its part that it has all the necessary rights in all elements that it may transmit to Seller in order to prepare the offer and/or to fulfill the order, such as, in particular, texts, images, logos, graphics, photographs, audio or video films, files, software, databases, patent, without this list being exhaustive, which Client has instructed the provider to integrate into the computer software or to use it for its design, and this for all uses by the providers of these items under this contract and its annexes. In case of dispute, before a court or otherwise, involving Seller on the basis of information provided by the Client for any purpose whatsoever and on any basis whatsoever, the Client undertakes to guarantee Seller of all expenses incurred by this litigation, including defense costs.


CUSTOMER SERVICE


Seller guarantees its products for one (1) year against manufacturing defects, from the date of delivery and within fifteen (15) days after discovery of the defect. Before returning any material, a RMA number must be formally requested with the MAINtag Customer Service (helpdesk@maintag.fr). The RMA allows tracking the follow-up interventions and must be clearly indicated on the package and on the return voucher. No returns will be accepted without an RMA number.

For non-warranty repairs, the customer accepts ipso jure the billing of a minimum lump sum for analyzing for defects amounting to € 50 VAT, to which will be added where applicable freight charges for the return of the materials.


HIRING PROHIBITION


Client undertakes not to hire any personnel of Seller within 3 years from the date of receipt of the final order, unless otherwise agreed in writing by both parties.


DISPUTES


Any dispute relating to an order received by Seller shall be judged by the competent court of Seller's headquarters or in Paris at Seller's option, even in the event of multiple defenders or claim in guarantee. No acceptance in payment of checks, drafts or any financial instrument whatsoever domiciled in another location will neither overrides nor novates this jurisdiction clause. The applicable law is French law. The language of interpretation of these Terms and Conditions, and any Special Conditions, and all communication between Seller and Client will be French.