General conditions of sale

GENERAL CONDITIONS OF SALE OF PRODUCTS AND SERVICES
Applicable from January 1st, 2025
This document is a contract governing the conditions of sale and services offered by the company CODIMATRA registered under number 334 343 829.RCS AGEN and whose contact details appear on its website as well as on the order form, the quotation and/or repair order drawn up on behalf of the Customer. It is identified in this document as the “Corporation”.
The Client expressly declares to act as a professional, that is to say for purposes falling within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of a third party. It is identified in this document as the “Client”.
The Client and the Company are jointly named in this document as the “Parties”.

COMMON CONDITIONS:

ARTICLE 1: PURPOSE AND SCOPE
These General Conditions of Sale of Products and Services (GTCS) apply, without restriction or reservation, to all:

sale or order of product (new machinery and parts and second-hand machinery and parts as well as second-hand parts, i.e., assembly of parts) made with the Company,
sale of services, and in particular any repair or maintenance services, carried out by the Company.
These GTCS are brought to the attention of the Customer by the Company by means of display on its premises, on its intervention vehicles, on its website, during an account opening and/ or any communication request from the Customer.

By signing the purchase order, repair order or quote issued by the Company, the Customer acknowledges having read and accepted without reservation these GTCS.
The Company reserves the right to modify these GTCS at any time, the applicable GTCS are those in force on the date of the signature by the Customer of the purchase order, repair order or quote issued by the Company.
By communicating his email address to the Company, the Customer expressly accepts that the Company communicates to him electronically the updated CGVPS. Unless otherwise specified, the updated GTCS come into force on the day of their communication by the Company to the Client.
These GCVPS prevail over any other document issued by the Customer, and in particular over any general or special conditions such as specific purchase conditions, unless the Company has expressly agreed otherwise.
Any document other than these GSVPS, in particular catalogues, prospectuses, advertisements, is only informative and indicative, not contractual.
The nullity of one of the clauses of these GCVPS will not lead to the nullity of the other clauses.
The fact that the Parties or one of the Parties does not avail itself at a given time of any of the clauses of these GSVPS cannot constitute a waiver to avail itself of it later.

ARTICLE 2: PRICES
The rates applicable between the Parties are those in force at the time of acceptance of the order, repair order or quotation by the Customer, subject to the application – for the sale of products – of the provisions provided for in articles “QUOTE”, “ORDER” and “IMPREVISION” hereinafter, and – for services – the provisions provided for in the following articles “SPECIFICATIONS” and “ADDITIONAL WORK”.

The prices of the services are displayed in accordance with the applicable laws and regulations.
Subject to the application of the legislation in force, the rates communicated by the Company may be revised at any time by the latter. Any rate change will be automatically applicable on the date indicated by the Company on the new rate.
Prices are quoted in euros and are always exclusive of taxes. They do not include insurance, delivery, transport, assembly and other options that remain at the expense of the Customer, unless the Company has expressly agreed otherwise. They will be increased by French VAT and/or any other taxes that would become payable, at the rate applicable at the time they become due. If one or more taxes or contributions, in particular environmental, were to be created or modified, this change may be reflected in the price.
The costs of recycling and waste disposal of certain services, including maintenance and repair of equipment, will be charged at cost. Unless otherwise stipulated, for services carried out outside the workshop, it is the Customer’s responsibility to dispose of the waste.

ARTICLE 3: SPECIFICATIONS
3.1 For the sale of products:
products that are not subject to pricing are subject to a quote valid for a period of one (1) month from its shipment to France and fifteen (15) days for export. The price mentioned on the quote is determined in relation to the quality and quantity of the products and the modifications made on them. Any change of any of these data for a reason not attributable to the Company will result in a change in the indicated price.
For the sale of second-hand parts and components, instructions are also included in the quotation and invoiced:

(a) deposit for the support (such as for bridge, gearbox, motor, reducer, hydraulic pumps etc) manufactured by us to make the shipment of the ordered part. Said deposit is refunded to the customer as soon as the support is returned to the Company within 30 days of the delivery of the ordered part. The sales fees charged include the return transport of said support.
Without return within 30 days of delivery of the ordered part, the deposit will remain permanently acquired to CODIMATRA.
(b) record for the return of the defective part by the Company: It may be provided that the replaced defective part by the Buyer by a part ordered from the Company is returned to the Company. The sale price of the part sold by the Company then takes into account this recovery and a deposit corresponding to the valuation of this part appears on the quote and is invoiced to the Buyer. It will be refunded after receipt of said document taken back by the Company within a maximum period of two months. However, after examination by the Company, if it appears that the part needs repairs other than wear parts, it may retain the amount of repairs on the deposit. Similarly, if it turns out that the part is not economically repairable (namely its repair would cost more than the deposit charged), then the deposit will remain acquired to the Company.
Photographs justifying non-wearing parts will be sent to the Buyer.

3.2 For the sale of services:
At the request of the Customer or in the case of major or complex breakdowns, a detailed repair estimate can be established.
The costs of cleaning, dismantling, reassembly for the preparation of the estimate and the estimate itself are billable and payable in cash according to the rates applied by the Company.

If the Customer entrusts the work to the Company, its cost will be deducted from the payment of the corresponding repair invoice.
CODIMATRA_SAS with capital of 1,000,000 € registered office: CASTELCULIER (47240), ZI. Jean Malèze, registered number 334 343 829 RCS AGEN.
2023_CGVPS_CODIMATRA
This estimate constitutes a firm commitment by the Company on the price of spare parts and the supply of labour.
Unless otherwise specified, the quote is valid thirty (30) days from the date of publication.
The estimate becomes repair order when it is validated by the signature of the Customer and provided that the latter has paid the deposit possibly claimed by the Company.

ARTICLE 4: PAYMENT
Unless otherwise stipulated, invoices are payable at the registered office of the Company, cash and without discount, on the date of issue of the invoice, that is to say on the day when the ordered product is made available to the Customer (according to the agreed delivery terms) or on the day of completion of the service ordered.
The Client shall refrain from clearing any claim it may have against the Company, unless the latter has expressly agreed in advance.
Any exceptional payment period may not exceed 60 days from the date of issue of the invoice.
The payment will only be considered as made after actual collection of the price.
Any sum paid by the Customer when ordering or signing the repair order constitutes a deposit.
Any order and any repair order is accepted in consideration of the legal, financial and economic situation of the Customer at the time of the order or signature of the repair order.

If the Company considers it necessary, and in particular if the Customer’s financial situation deteriorates between the date of the order and the date of delivery or between the date of acceptance of the repair order and the date of completion of the work, the Company may, at its option, require (i) cash payment prior to delivery or completion of the work, (ii) the provision by the Customer of warranties to the Company, or (iii) terminate the order or repair order at the Customer’s sole expense.
The Company will also have the option, before the acceptance of any order or repair order, as in the course of execution, to require the Customer to provide all documents and in particular accounting allowing him to assess his solvency.
Notwithstanding any agreement, and even in the event of agreed payment periods, the balance of the price still due shall become immediately due:

In the event of a breach, of any nature whatsoever, by the Client of any of the clauses of these GTCS and/or the contract concluded between the Company and the Client;
In the event of seizure, even partial, of the Client’s property, receivables, bank accounts and others;
In the event of the Client’s death, judicial or amicable liquidation, or dissolution of his company;
In case of any change in the direction of the company or the legal entity of the Client.
ARTICLE 5: DELAY OR DEFAULT OF PAYMENT
Any amount not paid by the due date appearing on the invoice shall automatically result from the following day, the application of an increase of penalties of delay of a rate of 1.5% per month of delay.
A flat-rate indemnity for collection costs of € 40 will also be due, automatically and without prior notification, for each unpaid invoice. If the recovery costs actually incurred are higher than this compensation, the Company will be entitled to receive additional compensation on presentation of the justification.

These sums will be payable on request of the Company and will be automatically charged on all discounts, rebates or discounts due by the Company.
In the event of default or late payment, the Company may cumulatively:

unilaterally terminate the order or repair order forty-eight hours after a formal notice remained unsuccessful,
terminate or suspend any other order, delivery and/or services in progress,
oppose to the Client his right of retention on the entrusted material (Article 1948 and 2286 of the Civil Code),
impose new terms of payment on the Customer for invoices due or not due, and in particular impose their immediate payment making them immediately payable, without prejudice to any other action.
In case of implementation of the aforementioned measures, the Customer will not be entitled to any compensation for any reason whatsoever.
Under no circumstances may payments be suspended or set off without the prior written consent of the Company.
Any partial payment will be charged first on the non-privileged part of the debt, then on the sums whose due date is the oldest.

ARTICLE 6: GUARANTEE
6. 1 LEGAL WARRANTY The buyer benefits from the legal warranty against hidden defects resulting from a design or manufacturing defect affecting the delivered products and rendering them unfit for use (article 1641 of the Civil Code). The Seller is not bound by apparent defects and which the buyer could convince himself (article 1642 of the Civil Code). To be valid, any action under this guarantee must be initiated within the limitation periods and in particular the limitation period of common law (Article L110-4 of the French Commercial Code).

THE BUYER OF THE SAME SPECIALTY AS THE SELLER, THAT IS, HAVING A SIMILAR TECHNICAL COMPETENCE, ACKNOWLEDGES TO RENOUNCE EXPRESSLY AND IRREVOCABLY, WITHOUT A SPECIFIC MENTION ON THE ORDER FORM IS NECESSARY TO RECALL, TO BE PROVIDED WITH THE LEGAL GUARANTEE OF HIDDEN DEFECTS TOWARDS THE SELLER.


If this is provided for by the manufacturer, the new product may benefit from a contractual guarantee whose duration and conditions are specified by the manufacturer, conditions which the buyer declares to have read. The only obligation incumbent on the Seller under the warranty is the replacement or repair of the product or parts recognized as defective by the manufacturer; without other service or compensation. The operations under this guarantee are not at the expense of the buyer insofar as the builder assumes the costs incurred by the Seller. HOWEVER, THE DIFFERENCE BETWEEN THE AMOUNT REIMBURSED BY THE BUILDER AND THE COSTS ACTUALLY INCURRED WILL BE BORNE BY THE BUYER (FOR EXAMPLE: TRAVEL COSTS, PROVISION OF REPLACEMENT EQUIPMENT, ETC.). The application of the warranty is subject to strict compliance with the manufacturer’s requirements and in particular those contained in the warranty booklet and/or the maintenance manual. Without this list being exhaustive, the warranty is excluded if the malfunction comes from: (1) the intervention of a third party without prior authorization; in case of (2) normal wear, (3) negligence of the user or (4) maintenance defect. The buyer will not be entitled to any compensation in case of immobilization of the equipment due to the application of the guarantee.

6.3 CONTRACTUAL GUARANTEE FOR USED PRODUCTS
Unless otherwise stated on the order form, used spare parts, components and/or machines are sold in the condition in which they are located and without warranty of any kind. The Company carries out elementary checks in order to inform the Buyer in a decisive way about the apparent general condition of the property in question. For parts and components, the controls are limited to visual inspection, emptying and washing. Thus the Company may be able to indicate, for example, apparent traces of play, shock, leak, crack, crack, crack, oxidation or corrosion, but does not perform any test, disassembly or exploration to verify its internal condition and/or proper functioning.

6.3.1 WARRANTY ON PARTS AND ORGANS:
Level 1 Warranty: The Company does not warrant that the parts or components come from equipment that was operating but that the parts or components were visually checked after disassembly, and where possible, leak tests have been carried out on the brake system and/or crankcase, without any refurbishment by the Company. The Seller therefore guarantees that they are at the time of sale in a state suitable for the use to which they are normally intended, it being understood that this state of use must be assessed in the light of the wear and tear which has occurred and revealed in particular by the hours of past use and/or the age of the parts and/or the machine from which they come. The Buyer has 15 days to assemble the part and report any malfunction. After this period, no guarantee will be given.
If after disassembly in the Company’s workshops, it appears that the level of warranty cannot be guaranteed because the reuse part requires repairs, a new estimate will be made including the level 2 warranty and the associated contractual warranty.

Level 2 Warranty: Parts or components have been checked and repaired, including wear elements requiring it have been changed. This work allows the Company to grant a contractual warranty of six (6) months and 12 months for transmission components and parts (namely: gearboxes, transfer gearbox, bridge). The Buyer declares to have read the conditions and the contractual guarantee policy of the Company, a copy of which has been given to him.

6.3.2 USED MACHINERY WARRANTY:
The equipment has been checked and some parts and/ or organs possibly replaced. The Company will specify on the purchase order the parts and/ or main parts replaced and if they are new or used elements and the warranty if applicable. The Buyer declares to have read the conditions and the contractual guarantee policy of the Company, a copy of which has been given to him.

ARTICLE 7: RESPONSIBILITY
IN NO CASE SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT OR IMPREVISIBLE DAMAGES RESULTING FROM THE CONTRACT, NAMELY, ANY FINANCIAL OR COMMERCIAL PREJUDICE, LOSS OF BENEFIT, OPERATION, ORDER, LUCK OR CUSTOMERS, AS WELL AS ANY ACTION DIRECTED AGAINST THE CLIENT BY A THIRD PARTY, WITHOUT THIS LIST BEING EXHAUSTIVE.
Furthermore, the Company is in no way liable for damages resulting from a non-performance or poor performance by the Customer of one of its obligations or a misuse of the product in relation to the manufacturer’s recommendations.

IN ANY EVENT, IF THE LIABILITY OF THE COMPANY WAS INCURRED BY THE CUSTOMER IN RESPECT OF THE ORDER OR THE REPAIR ORDER FOR THE DAMAGE SUFFERED, HIS RIGHT TO REPARATION WOULD BE LIMITED, ALL CAUSES COMBINED 30% OF THE PRICE EXCLUDING TAXES PAID BY THE CUSTOMER TO THE COMPANY UNDER THIS ORDER OR THIS REPAIR ORDER ON THE BASIS OF WHICH THE LIABILITY OF THE COMPANY WOULD BE INCURRED.
In the event of damage caused by a defect in the safety of the product, the Customer must first seek the responsibility of the identifiable manufacturer based on the information mentioned on the product packaging or public data available.
The responsibility of either Party may not be called into question in the event of an event of force majeure that prevented it from performing its obligations under the contract.

ARTICLE 8: RESERVATION OF OWNERSHIP
THE TRANSFER OF OWNERSHIP OF THE PRODUCTS OF THE COMPANY TO THE CUSTOMER WILL BE MADE ONLY AFTER FULL PAYMENT OF THEIR PRICE, IN PRINCIPAL AND ACCESSORIES, EVEN IN CASE OF GRANTING OF DELAY OF PAYMENT.
THE COMPANY IN PARTICULAR RETAINS THE PROPERTY OF THE DETACHED PARTS INCORPORATED IN THE MATERIALS WHICH HAVE BEEN REPAIRED BY IT.
NON-PAYMENT, EVEN PARTIAL, AUTHORIZES THE COMPANY OR ANY THIRD PARTY MANDATED BY THE LATTER, NOTWITHSTANDING ANY CONTRARY CLAUSE, TO TAKE POSSESSION OF THE PRODUCTS AT THE CUSTOMER, AFTER FORMAL NOTICE.
THE RIGHT OF CLAIM IS EXERCISED EVEN IN THE CASE OF COLLECTIVE PROCEDURE OF THE CLIENT.
IN CASE OF IMPLEMENTATION OF THIS CLAUSE, THE DEPOSITS PAID TO THE COMPANY WILL REMAIN ACQUIRED AND THE RETURN OF THE PRODUCT WILL BE MADE AT THE CUSTOMER’S EXPENSE AND RISK.
ON THE OTHER HAND, THE TRANSFER OF RISKS TAKES PLACE AFTER THE DIRECT DELIVERY OF THE PRODUCT TO THE CUSTOMER OR HIS REPRESENTATIVE OR ITS LOADING BY THE CARRIER.

THE CUSTOMER THEREFORE UNDERTAKES TO INSURE, AT ITS EXPENSE, THE PRODUCTS AGAINST THE RISK OF LOSS, THEFT, DETERIORATION OR DESTRUCTION, TO THE BENEFIT OF THE COMPANY, UNTIL THE COMPLETE TRANSFER OF OWNERSHIP AND TO JUSTIFY THE LATTER AT THE TIME OF DELIVERY. ANY SETTLEMENT OF INDEMNITY WILL BE MADE IN THE HANDS OF THE COMPANY, BY EXPRESS SUBROGATION.
BEFORE FULL PAYMENT OF THE PRICE, THE CUSTOMER SHALL REFRAIN FROM RESELLING THE BOOKS PRODUCTS, PLEDGING THEM AND TRANSFERRING THE PROPERTY AS A GUARANTEE.
IN THE EVENT OF RESALE OF THE PRODUCT UNDER THIS RETENTION OF TITLE CLAUSE, THE PARTIES EXPRESSLY AGREE THAT SAID CLAUSE WILL AUTOMATICALLY REFER TO THE PRICE RECEIVED OR TO BE RECEIVED FROM SAID RESALE.
FAILURE TO COMPLY WITH THESE REQUIREMENTS BY A CUSTOMER WILL RESULT IN THE CANCELLATION OF THE TERM FOR THE REMAINING AMOUNTS DUE, THE PAYMENT OF A LUMP SUM EQUAL TO 15% OF THE AMOUNT OF THESE AMOUNTS.
IN ADDITION, THE COMPANY MAY EXERCISE ITS RIGHTS UNDER THIS RETENTION OF TITLE CLAUSE, FOR ANY OF ITS ASSETS, OVER ALL OF ITS PRODUCTS IN THE CUSTOMER’S POSSESSION, THE LATTER BEING CONVENTIONALLY PRESUMED TO BE THOSE UNPAID, AND THE COMPANY MAY TAKE BACK OR CLAIM THEM AS COMPENSATION FOR ALL ITS UNPAID INVOICES, WITHOUT PREJUDICE TO ITS RIGHT TO RESOLVE CURRENT SALES.
THE COMPANY MAY UNILATERALLY, AFTER SENDING A FORMAL NOTICE, DRAW UP OR HAVE DRAWN UP AN INVENTORY OF ITS PRODUCTS IN THE POSSESSION OF THE CUSTOMER, WHO UNDERTAKES, FROM NOW AND ALREADY, TO LEAVE FREE ACCESS TO ITS PREMISES FOR THIS PURPOSE, ENSURING THAT THE IDENTIFICATION OF THE COMPANY’S PRODUCTS IS ALWAYS POSSIBLE.
IN CASE OF INTERVENTION OF THE CLIENT’S CREDITORS, IN PARTICULAR IN CASE OF SEIZURE OF THE PRODUCT OR IN CASE OF OPENING OF A COLLECTIVE PROCEDURE, THE LATTER MUST IMMEDIATELY INFORM THE COMPANY, BY LRAR.

THE CUSTOMER SHALL BEAR THE COSTS RESULTING FROM THE MEASURES TAKEN TO STOP THIS INTERVENTION AND, IN PARTICULAR, THOSE ASSIGNED TO A THIRD PARTY OPPOSITION.

ARTICLE 9: FORCE MAJEURE
The Parties cannot be held liable if the non-performance or delay in the performance of any of their obligations results from a case of force majeure within the meaning of Article 1218 of the Civil Code.
Are considered in particular as force majeure discharging the Parties of their obligations: bad weather, frost, fire, storm, flood, epidemic, war, riot, roadblocks, strikes by all or part of the personnel of the Company or its usual carriers, accidents, supply difficulties, without this list being exhaustive.
The Party observing the force majeure event must immediately inform the other Party of its inability to perform its obligation and justify it to the latter. The suspension of obligations may not in any case be a cause of liability for non-performance of an obligation in question, nor induce the payment of damages or late penalties.
If the force majeure is temporary and does not exceed a period of 30 days, as soon as the cause of the suspension of reciprocal obligations disappears, the Parties will make every effort to resume the normal performance of their contractual obligations as soon as possible. To this end, the prevented Party shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act.
If the force majeure is final or exceeds a period of 30 days, the Parties may automatically terminate the contract.

ARTICLE 10: PERSONAL DATA
The data controller (hereinafter «RT») within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, is the Company whose contact details appear on the purchase order or repair order. The Customer acknowledges that for the data processing needs inherent to its commercial activity, the processing of orders and repair orders, the constitution of Customer files and the establishment of invoices, the Company may be required to collect, use, disclose, transfer and/or retain the Customer’s personal data. These data are mandatory for the realization of these indicated treatments, otherwise, the Company will not be able to ensure the requests of the Customer.
The processing of the order or repair order is necessary for the performance of contractual obligations to the Customer, or pre-contractual measures taken at the request of the Customer by the Company. The constitution of Customer files is a processing based on the legitimate interest of the Company to know its Customers and ensure the best possible commercial follow-up. The processing related to the preparation of invoices is based on the execution of a legal obligation.
This data, only when it proves strictly necessary, can be communicated to one of the entities of the Dubreuil Group, group to which the RT belongs, or to possible partners of the RT to carry out commercial, marketing, logistical missions, quality, administrative, audit, IT maintenance, financial, statistics, audience measurement, advertising agencies, advertising campaigns and/or product ratings. The entities of the Dubreuil Group and any partners with whom the RT works process only the necessary data and for the sole purpose that has been subcontracted.

The RT undertakes that the data processed by Dubreuil Group entities and third-party companies will be treated with the utmost confidentiality.
The TA will retain the data for the duration of the business relationship and no later than three (3) years after the last contact. Beyond this period, the data will be archived on an interim basis. Indeed, for administrative reasons, particularly in matters of litigation, commercial, civil or even fiscal, or in the context of compliance with a legal obligation, the RT will archive the data strictly necessary for their purposes. This data will no longer be accessible by the operational services of the TA. After these deadlines, the data will be anonymized for statistical purposes. In accordance with the regulations in force, the Customer acknowledges having been informed that he has a right of permanent access, rectification, erasure, opposition, limitation and post-mortem control with regard to information concerning him, that it can exercise by writing to the RT or by sending an email to the following address: rgpd@codimatra.com
For more information, the Customer declares that he has been informed that he can refer to the personal data protection policy accessible on the Seller’s website: https://www.codimatra.fr/donnees-personnelles or in an agency.
If the Customer whose data has been collected considers it necessary, he may lodge a complaint with the CNIL, supervisory authority.

ARTICLE 11: INTELLECTUAL PROPERTY
The domain names, trademarks, as well as the entire content of the Company’s documentation (logos, texts, animations, photographs, videos, illustrations, diagrams, etc.) belong exclusively to the Company and or its licensors or users, only persons authorized to use the associated intellectual property rights.
The creation of hypertext links to the Company’s website can only be done with the prior written permission of the Company, which may revoke it at any time.

ARTICLE 12: PREVENTION OF CORRUPTION
In accordance with the law n°2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernization of economic life, the Company has an obligation to ensure that its business partners comply with anti-corruption standards. Consequently, the Company and the Client, if the latter is subject to such an obligation, undertake to take the necessary preventive measures against corruption, in particular by drawing up and implementing internal directives and procedures. As such, the Client undertakes to respect the Company’s Code of Good Business Conduct available at the following address:
http://fr.calameo.com/read/0032379413f964d922ab8?authid=BAxJxxH071IT
Any violation of this clause by one of the Parties will be considered as a proven breach and may result in the immediate and automatic termination of the contract, without prejudice to the law for the Company, and/or its parent company, pursue compensation for its entire damage before the competent courts.

ARTICLE 13: ASSIGNMENT
The order or repair order constituting the contract subscribed by the Customer is personal to him. Consequently, it may under no circumstances assign or transmit it for consideration or free of charge, in any form whatsoever, without the prior written consent of the Company.
The Company is free to assign to anyone the rights and obligations it holds of the contract, including the claim held towards the Client. Are assimilated to a sale, the operations of sale, merger, division, partial contribution of assets including all or part of the contract, capital changes resulting in a change of control of the legal person of the Company and, in general, any operation aimed at changing the contract of property.

ARTICLE 14: ASSIGNMENT OF JURISDICTION
ANY DISPUTE RELATING TO THE FORMATION OR EXECUTION OF THE CONTRACT WILL BE SUBMITTED TO THE COURTS OF THE PLACE WHERE THE REGISTERED OFFICE OF THE COMPANY, UNLESS THE COMPANY PREFERS TO REFER TO ANY OTHER COMPETENT JURISDICTION. This clause applies even in the case of summary proceedings, incidental claims or multiple defendants or claims for security, and regardless of the method and methods of payment. In addition, in case of legal action or any other action in recovery of debts by the Company, the costs of summons, justice, as well as the fees of lawyer and bailiff, and all the ancillary costs will be borne by the Client, as well as the costs related to or resulting from the non-compliance by the Customer with the terms of payment or delivery.

ARTICLE 15: LANGUAGE
These GTCS and all contractual information are written in French.
In the event that they are translated into one or more foreign languages, only the French text would prevail in case of dispute.

ARTICLE 16: APPLICABLE LAW
Any matter relating to these GTCS and the sales they govern will be exclusively governed by French law, to the exclusion of any other right, including the exclusion of the United Nations Convention of 11 April 1980 on the international sale of goods (Vienna Convention).

CONDITIONS FOR THE SALE OF PRODUCTS:
ARTICLE 1: PRODUCTS
The products offered for sale are NEW or SECOND-HAND MACHINES, NEW PARTS and SECOND-HAND PARTS (assembly of parts) taken from machines from deconstruction without guarantee of the functioning of the equipment from which they may come in the state.
The products comply with the relevant regulations on the safety and health of persons, the fairness of commercial transactions and the protection of the buyer at the time of placing on the market. The products comply with the requirements of French law in force at the time of their placing on the market.
The specifications relating to the product and in particular, its quality, its power, its capacities, its measures, its yields are those indicated by the manufacturer or the importer and do not engage any guarantee on the part of the Seller. Thus, the Seller cannot under any circumstances be committed by any changes that the manufacturer would consider useful to make to its products, without it having the obligation to apply these changes to the products previously delivered or ordered)
For second-hand products, the indications provided by the Seller come from the technical documentation developed by the manufacturers at the time of its marketing.

Given the age and/or condition of the product sold, these indications, in particular relating to its power or performance, may therefore be approximate, without commitment from the Seller as to the capabilities of the second-hand product to comply with them. For this reason, no liability can be incurred by the Seller.
The Buyer may not request the resolution of the sale or seek the responsibility of the Seller, in case of changes in the specificities or initial technical characteristics, intervening between the placing of the order and the delivery, which would result from the application of national or Community regulations or recommendations from the manufacturer.
The Seller undertakes to inform the Buyer of these changes as soon as possible.
The photos, videos and/or promotional texts, appearing on any medium (brochure, website, etc.), presented to the Buyer prior to his order have only an informative, indicative and non-contractual value and cannot engage the responsibility of the Seller.
Prior to the order, the Buyer must ensure the conformity of the products he wishes to acquire in relation to the use he wishes to make of them, the Seller remaining at his disposal to answer any question on this subject.

ARTICLE 2: ORDER
2.1 Acceptance of the Order: orders taken by the representatives of the Company are valid only if, after a period of 10 days, they have not been denounced in writing by the Company, in particular due to an unavailability of the requested products, the clearly unbalanced nature of the order or in case of proven financial difficulty of the Customer, and this without consideration of the possible payment of a deposit.
2.2 Recovery: Any recovery of material mentioned on the purchase order irrevocably commits the Customer to sell said material to the Company, without any right of withdrawal for the Customer.

By express agreement, the trade-in constitutes a partial payment in kind. In case of non-performance by the Client of its commitment to assign the material, the Company may resort to its forced execution under the conditions of article 1221 of the Civil Code, without prejudice to the application of a penal clause fixed at 20% of the amount of the recovery intended to cover the damages suffered by the Company.
The Client undertakes to provide the Company with all the documents necessary for the transfer of the equipment taken back and to make all the necessary steps with the administration and/ or the financial institutions concerned, in particular to release the equipment from any pledge or security.
Except special conditions mentioned during the order, the equipment taken back remains in the custody of the Customer until the day of delivery of the ordered equipment and the delivery by the Customer to the Company of an invoice for transfer of the equipment taken back.
Pending delivery of the ordered material, when the Customer temporarily retains custody of the returned material, he is required (i) to ensure, at his expense, the normal maintenance and repairs and must be able to justify them to the Company by providing the invoices and (ii) to insure the equipment against all the usual risks inherent to its activity (theft, fire, degradation, accident, etc.) at least for its agreed trade-in value until the material is actually transferred to the Company.
In case of cancellation or termination of the order, for any reason whatsoever, the resumption being a commitment to sell firm and irrevocable for the Customer, the Customer will be refunded the amount of the return of the equipment contractually fixed on the return form or on the order form.

However, it is expressly agreed between the Parties that the Company retains the right to cancel the recovery and return the material to the Customer. In this case, the Customer undertakes to recover the equipment and to reimburse the Company, on presentation of an invoice, all costs incurred by the latter for the sale of the equipment that was to be taken back.
2.3 Modification: to be enforceable, any request from the Customer to modify the composition or volume of an order must be previously accepted in writing signed by the Company. In this case, the Company retains the right to terminate the order within 10 days of the date of this writing.
2.4 Cancellation: any order sent to the Company is irrevocable for the Customer, unless the Company explicitly agrees in writing to cancel it. In all cases of cancellation of the order by the Customer, the deposits will be automatically acquired by the Company as compensation and may not give rise to any refund. IN THE ABSENCE OF A DEPOSIT, THE CUSTOMER WILL AUTOMATICALLY BE LIABLE FOR AN INDEMNITY EQUAL TO 10% OF THE TOTAL AMOUNT IN EUROS EXCLUDING TAXES OF THE ORDER.

ARTICLE 3: IMPREVISION
These GCVPS expressly exclude the legal regime of unpredictability provided for in article 1195 of the Civil Code for all transactions of sale of products of the Company to the Client.
The Parties therefore each waive the provisions of Article 1195 of the Civil Code and undertake to assume their obligations, even if the contractual balance is upset by circumstances that were unpredictable at the time of the conclusion of the sale, even if their execution would prove excessively expensive and bear all the economic and financial consequences.

The price indicated on the purchase order binds the Parties, unless, between the date of the order and the date of delivery, the factory or import price is modified by the supplier of the Company. IN THIS CASE, THE NEW PRICE WILL BE AUTOMATICALLY APPLIED, WHICH THE CUSTOMER ALREADY ACCEPTS, WITHOUT HE CAN CLAIM THE CANCELLATION OF HIS ORDER.
If the change is greater than fifteen percent (15%):
- When the sale relates to a standard product: the Customer will have the right to cancel his order by written notification within ten (10) days of the date on which the modification has been brought to his knowledge by the Company.
- When the sale concerns a personalized product, that is to say, having been the subject of special adaptations to meet very precise technical and/ or aesthetic requirements, the Customer will not be able to cancel his order, but the Company is already committed to bear the price change for the part that exceeds 15%.

ARTICLE 4: FINANCING
The financing of products by a financing organization must be mentioned on the order form. The Customer shall cause prejudice to the Company if he fails to inform it at the time of the establishment of the purchase order.
If the Company makes this request for financing on behalf of the Customer, in the absence of a favourable response from the said financing organisation within 30 days of placing the order, the Company reserves the right to cancel the sale. The deposits paid will be returned to the Client.
If the Customer intends to avail himself of a financing refusal to cancel a purchase order, his request can only be accepted by the Company if he justifies having personally taken steps with, at least, two (2) different funding agencies and by producing funding rejection certificates from those agencies.

Failing to produce these documents, the Company will be entitled to retain, as a indemnity, the deposit possibly paid by the Customer at the time of the order, or, in the absence of a deposit, to receive a cancellation fee equal to 10% of the amount excluding tax of the order in question.
Under no circumstances will the products be delivered before a financing agreement is communicated in writing to the Company.

ARTICLE 5: EXPORT
In the event of an order to a country other than mainland France and unless otherwise stipulated on the order form, the Incoterm 2010 Exworks (EXW) is automatically applied.
The Customer is deemed to be the importer of the product or products concerned. As such, it will be required to verify and comply with local laws/regulations in force, and confirm that the product is not prohibited for sale in the country of import.
The Company cannot be held liable for non-compliance of the product with the legislation of the country of import.
Except for special provisions, the price indicated to the Customer does not include customs duties, import duties, or other local taxes that will be borne and are the sole responsibility of the Customer.
The Company may request payment prior to shipment of the products by SWIFT transfer or by irrevocable and confirmed documentary credit opened by a French bank at 30 days net from the date of the invoice, subject to acceptance of the credit.
Shipping, special packaging and documentary credits are the responsibility of the Customer.

VAT: In principle, products sold and shipped outside the EU are exempt from VAT. The invoice for this operation must therefore be set before tax. In the event that the Customer provides the transport by itself or through a carrier, the Customer is obliged to provide the Company with proof of the reality of the export, that is, proof of exit from the EU. However, if the Company considers it necessary and in particular if the Customer is unable to provide sufficient proof and/ or guarantees, the Company will be entitled to charge the sale including VAT, at the expense of the Customer to obtain the refund of VAT on proof.

ARTICLE 6: DELIVERY
6.1 TERMS: delivery times are given for information and guidance only.
Delays in delivery compared to the indicative delivery times initially provided can not give rise to any penalty or compensation, nor justify the cancellation of the order. However, if 3 months after the indicative date of delivery the product has not been delivered, for any other reason than a case of force majeure, the order may be canceled by the Customer who may obtain restitution of his deposit to the exclusion of any other compensation or damage-interest.
Delivery is made in accordance with the order:

either on the premises of the Company: by the direct delivery of the product to the Customer or his agent, or by simple notice of availability.
either by a carrier commissioned by the Company or the Customer. The customer will ensure to allow a unloading in good conditions; otherwise, the carrier mandated by the Company may assert its right of withdrawal, at the expense of the customer, in particular if the security conditions do not seem sufficient.
Unless otherwise stipulated, the transport operations are at the expense, risks and perils of the Customer.

Consequently, the liability of the Company may under no circumstances be held liable for events in transit, such as destruction, damage, loss or theft, without this list being exhaustive.
When the delivery is made available, the Company will inform the Customer by a simple notice. The Customer undertakes to take delivery of the product within fifteen (15) days of receipt of the notice. After this period, the storage costs of the product will be invoiced to the Customer according to the following formula, without prejudice to any action that the Company intends to take: hourly rate excluding "Standard Labour" in force at the Company x number of days of custody.
In any event, delivery can only take place if the Customer is up to date with its obligations towards the Company, whatever the cause.

6.2 RECEPTION/ RESERVATIONS: UPON RECEIPT OF DELIVERY, THE CUSTOMER IS REQUIRED TO CHECK THE NUMBER AND APPARENT CONDITION OF THE PRODUCTS. IF THE PRODUCTS DO NOT COMPLY IN QUANTITY AND/OR QUALITY, the Customer must make all necessary reservations on the waybill and/or any transport tracking document issued by the Company and confirm them by LRAR to the carrier within three (3) days (Article L133-3 of the French Commercial Code). A copy of this ATR must be sent simultaneously to the Company. Reservations must be written, meaningful and complete. Otherwise, the products will be considered as accepted without reservation by the Customer, in quantity and quality.
The complaint made by the Customer does not suspend the payment by the Customer of the products concerned.
It will be up to the Client to provide any justification as to the reality of the defects or anomalies noted. He must leave the Company any facility to make the finding of these defects and to remedy them. He shall refrain from intervening himself or from involving a third party for that purpose.

Any return of product must be subject to a formal prior agreement between the Company and the Customer. The return costs will only be borne by the Company in the event that an apparent defect or non-compliance is actually noted by the latter. The risks of the return are always borne by the Customer.
Any person designated by the Buyer to receive the equipment (e.g. employee) is deemed to be entitled to receive it and to sign all documents relating to the delivery.

6.3 RETURN
Any return of product must be subject to a formal agreement between the Company and the Customer. The return costs will only be borne by the Company in the event that an apparent defect, or non-compliance, is actually noticed by the latter. The risks of the return are always borne by the Customer. Only the carrier chosen by the Company is entitled to return the products concerned.
In the event of apparent defect or non-conformity of the delivered products, duly noted by the Company under the conditions provided above, the Customer may only request the replacement of the non-conforming items or the establishment of a credit note, excluding any compensation or damages. The complaint made by the Customer does not suspend the payment by the Customer of the products concerned.
The liability of the Company can in no case be called into question for facts in transit, destruction, damage, loss or theft, even if it has chosen the carrier.



CONDITIONS FOR THE SALE OF SERVICES:
ARTICLE 1: REPARATION ORDER
Any provision of services gives rise to the establishment of a repair order (or also called «work order») by the Company.
At least the following information appears on the repair order: the date, the details of the Company and the Customer, the operations to be carried out, the signature of the Customer who validates the repair order.

The list of operations to be carried out is established on the basis of the information communicated by the Customer and before disassembly and detailed examination of the material by the Company.
In exceptional cases, particularly due to urgency, the repair may be carried out outside the Company’s workshops. In this case, a good or report of intervention is signed by the Client or his representative at the place of intervention.
If during the intervention, on the date and time agreed between the Parties, the equipment is not made available to the Company, a waiting fee may be charged to the Customer according to the rates in force.

ARTICLE 2: ADDITIONAL WORK
If, in relation to the signed repair order, additional work is necessary, the Company undertakes to systematically inform the Customer.
However, if the amount of this additional work does not exceed 10% of the price excluding tax indicated on the repair order, the Customer agrees now to give his consent for the execution of this additional work.
Apart from the case referred to above, the additional work must be the subject of information and prior written agreement of the Customer.
As long as the agreement of the Customer is not obtained, the Company is authorized to suspend the execution of the work; the expected period of execution will then be extended by as much.
If the Customer refuses the additional work recommended by the Company, the Company will automatically be released from any responsibility, in particular if this refusal to perform said work risks altering the equipment and/ or its safety in use.

ARTICLE 3: SECURITY
When the intervention is carried out outside its workshops, the Company’s staff, in consultation with the Client, carries out the risk analysis (including the analysis of the work situation), in order to take all necessary measures to ensure the safety of the personnel involved and first aid.

In the event that the Company’s staff considers that the security conditions are not met, it may exercise its right of withdrawal. Where applicable, the Company shall be entitled to charge the costs of such withdrawal, including travel expenses.

ARTICLE 4: TIME LIMIT
The turnaround times are given as an indication and do not take into account any additional work that the Company could not reasonably foresee, additional repairs requested by the Customer, unforeseeable delays due to a shortage of spare parts, problems in the delivery of spare parts, or events beyond the control of the Company as defined in the article «Force Majeure». The Company undertakes to make its best efforts to meet this deadline and to keep the Customer informed, but, in any case, failure to comply with a deadline announced by the Company cannot give rise to any compensation.

ARTICLE 5: INSURANCE
The Company is not subject to any dispute, whatever the subject, that may arise between an insurance company and the Customer who ordered repairs on its equipment. Consequently, the Client remains solely and directly responsible for the full payment of the work, regardless of whether the cost of the service is fully or partially covered by the insurer.

ARTICLE 6: CUSTODY FEES
According to the practices of the profession, the provision of the equipment is notified to the Customer by any means, most often verbally.
In the event of no withdrawal, the sending of the invoice constitutes the notification of the availability of the repaired equipment.
If within eight (8) days from the date of sending the invoice, the material has not been withdrawn, a registered letter with acknowledgement of receipt will be sent to the Customer.

In the absence of removal of the material five (5) days after the date of first presentation of the registered letter, a custody fee will automatically be charged to the Client from the date of formal notice.
These fees are calculated weekly and correspond to one hour of the "Standard Labour" tariff in effect in the Company.
In addition, the Company reserves the right to request, at the end of the legal deadlines, through the courts and at the exclusive expense of the Customer, the public auction of the equipment in custody and not removed (Law of 31 December 1903 on the sale of certain abandoned objects).

ARTICLE 7: REMOVAL OF MATERIAL
At the time of the removal of the material, the Customer is required to check its condition and to make any relevant reservation to the Company, in particular on its apparent condition. In the absence of a reserve, the equipment is deemed to be removed in good condition.
Parts whose replacement has been settled by the Customer may be made available to the latter on a simple request in writing at the time of ordering the work, with the exception of those replaced in standard exchange or transmitted to a centre of expertise of the manufacturer on the occasion of a warranty claim.
The Company may freely dispose of unclaimed parts, without incurring any liability to anyone and may pass on the disposal costs to the Customer.

ARTICLE 8: EQUIPMENT LOAN
During the performance of the service, the Company may make available to the Customer a replacement equipment if the latter so requests, provided that the Company has such equipment.
The Company is under no obligation to provide loan material to the Customer, regardless of the cause or duration of its intervention.
At the discretion of the Company, the loan of equipment may be free of charge or charged to the Customer according to the rental scale in force in the Company.

If applicable, the Company will draw up a rental contract with the Client. Otherwise, the general conditions of the loan are as follows:

8.1 GENERAL CONDITIONS OF EQUIPMENT LENDING:
At the time of taking possession, a contradictory state of the loaned material will be established between the Parties.
In the absence of any mention to the contrary on the contradictory state report, the equipment, its accessories, and everything that allows its normal use, are deemed to be in good working order.

For damage to loaned material, the damage is assessed as follows:

for repairable equipment: depending on the amount of repairs;
for non-repairable or stolen equipment: from the replacement value at the date of the loss (reference to the supplier catalogue price), less an age coefficient of 10%/year and without this age exceeding 50%.
8.3 IN THE EVENT OF A CLAIM:
In the event of a partial loss on the loaned equipment, the Customer will have the equipment restored at its expense in a workshop approved by the Company. In the event that the amount of the indemnity paid by the insurance company does not cover the entire loss, the resulting difference shall be borne by the Client, in particular the deductible; similarly, any loss that has not been covered by the insurance company, or that has not been declared, remains the exclusive responsibility of the Customer. In addition to the obligation to declare a loss to the insurance company, the Customer must inform the Company within the same time by registered letter with acknowledgement of receipt, send a detailed statement, and will have to do whatever is necessary to enable the expertise. In case of theft, he must attach to his declaration the receipt of filing a complaint with the competent police authorities.

8.4 RETURN OF EQUIPMENT PROVIDED:
The Customer has the obligation to return the equipment loaned on the 1st working day following the delivery of the equipment initially entrusted to the Company.
The Customer expressly acknowledges that he has no right of retention on the loaned material, in particular on the grounds of a possible dispute that he would have to assert on a service provided by the Company.
Any delay in the refund will result in the payment of a lump sum of 100 euros per day of delay, without prejudice to any other compensation and penalty for delay that may be due due due to the late refund.
The Customer declares and is deemed to have all the information concerning the precautions and safety rules related to the use of the equipment.
The Customer undertakes to use the equipment in accordance with the regulations in force, the instructions for use and to respect the safety rules and the recommendations of the maintenance book.
The Client may not assign or sublet the equipment lent.

At the end of the loan, whatever the reason, the Customer is obliged to return the material in good condition.
Any irregularity or excessive use of the material will be charged to the Customer according to the scale in force in the Company.
During the loan, the material remains the exclusive property of the Company, but the taking of possession of the material transfers the legal custody of the material to the Customer.
Consequently, the Customer is solely responsible for any damage caused to the material or caused by the material, whatever the cause or nature. He will personally answer, both to the Company and to third parties, for damage caused or suffered by the equipment lent, during the term of the loan.

8.2 MATERIEL LOAN INSURANCE CONDITIONS:
The Client undertakes to take out or cause to be taken out, for the whole term of the loan, with a company notoriously solvent, an insurance policy for the rented equipment, covering the following risks:

civil liability for damage caused to third parties by loaned equipment (including motor vehicle liability insurance for equipment that meets the definition of terrestrial motor vehicles within the meaning of Article L. 110-1 of the Highway Code, covering damage caused to third parties by loaned equipment when it is involved in a traffic accident).
damage to equipment lent, following any accidents as well as fire, theft, glass breakage, up to the compensation value as provided below.
The insurance policy covering the aforementioned risks must include an express clause delegating indemnities to the benefit of the Company, which benefits from the status of additional insured as well as a clause formally confirming that the Client and its insurers waive any recourse they would be entitled to exercise against the Company and its insurers following a loss. The Client shall ensure that the insurance company is notified of the rights of the Company and the basis of its legal ownership of the material. The Client must provide the Company with a certificate issued by his insurer and upon receipt of the final policy, he will send a copy to the Company. The insurance company must undertake not to suspend or terminate the guarantee of the equipment lent without prior notice to the Company by registered letter with acknowledgement of receipt.
Any limitations, exclusions and deductibles of compensation resulting from the insurance contract subscribed by the Client are unenforceable to the Company with regard to the commitments of the contract between the Parties.
For damage to loaned material, the damage is assessed as follows:

for repairable equipment: depending on the amount of repairs;
for non-repairable or stolen equipment: from the replacement value at the date of the loss (reference to the supplier catalogue price),
The Customer expressly acknowledges that he has no right of retention on the loaned material, in particular on the grounds of a possible dispute that he would have to assert on a service provided by the Company.
Any delay in the refund will result in the payment of a lump sum of 100 euros per day of delay, without prejudice to any other compensation and penalty for delay that may be due due due to the late refund.
At the time of return, a contradictory statement of the loaned material will be established between the Parties.
The Material must be returned cleaned and refuelled if necessary. Otherwise, these services will be billed at the rate in force in the Company.