General terms and conditions of sale and services

ARTICLE 1 - ACCEPTANCE - ENFORCEABILITY - CONTRACT FORMATION

These General Sales and Service Conditions (hereinafter the "General Conditions") define the conditions under which MATISEC, SAS with capital of €1,052,025, headquartered at 2 rue Blaise Pascal, 38090 Vaulx-Milieu, registered with the Vienne Trade and Companies Register under number 788 377 810 (hereinafter the "Company"), sells its products and provides its services (repair, maintenance, training) to any professional customer (hereinafter the "Customer"). The present General Terms and Conditions apply ipso jure to all sales and/or services provided by the Company to any Customer. They are systematically sent or handed to each Customer to enable them to place an order. Customers declare that they are fully aware of them. In accordance with article L.441-1 of the French Commercial Code, these General Terms and Conditions constitute the sole basis for commercial negotiations between the parties. Consequently, the sale of products and/or the provision of services by the Company to the Customer is governed exclusively by these General Terms and Conditions, as supplemented by any special terms and conditions drawn up and agreed between the parties, to the exclusion of (i) any document sent or issued by the Customer (general terms and conditions of purchase, order forms, etc.) and (ii) notices, prospectuses, catalogs and documentation issued by the Company, which are provided for information purposes only and are for guidance only. Any delivery of products to the Customer must be preceded by an order from the Customer, which may take the form of a purchase order or an accepted quotation, with quotations having a validity period of thirty (30) calendar days from the date of issue. The sales and/or services contract (hereinafter referred to as the "Contract") is formed by the issue of the order acknowledgement issued by the Company or, in the case of a quotation, the quotation issued by the Company, duly signed by the Customer without modification. Once the Contract is formed, no cancellation or amendment will be accepted and the price will be due, subject to article 7 of the General Terms and Conditions. The Customer accepts that the Company may subsequently and reasonably modify the present General Conditions, after informing the Customer in advance, and that their relationship will always be governed by the latest General Conditions in force on the day of the order. The General Terms and Conditions can be accessed by the Customer at any time on the Company's website via the following link: https://www.matisec.fr/contact/cgv. 

ARTICLE 2 - PLACING AN ORDER

A customer account with the Company is required in order to place an order. If the Customer does not have a customer account with the Company, he/she may request to open an account. Requests to open an account are processed within forty-eight (48) hours (working days) of the Customer providing all the necessary information. Once the account opening request has been validated, the account is created and the Customer can place an order according to the current process. The Customer is required to provide all the information requested to enable the order to be processed. The Company may not be held liable in the event that the information provided by the Customer proves to be false, inaccurate or incomplete. Products and services are offered within the limits of available stocks and the Company's capacity. In the event of unavailability, the Company undertakes to inform the Customer by any means at its convenience. 

ARTICLE 3 - PRICES

3.1 - Price invoicing

Invoicing is based on the Company's current price list on the date of the order, less any applicable discounts or rebates. Unless otherwise specified in the Contract, the Company's prices are quoted in euros, exclusive of VAT, transport costs for products and travel costs for the Company's personnel for the provision of services. 

3.2 - Price renegotiation

Under the conditions hereinafter defined, and notwithstanding article 1195 of the French Civil Code, the Parties expressly agree to renegotiate the financial conditions of the Contract, at the written request of the Company, in the event of an increase equal to or greater than five percent (5%) in the price of raw materials and/or components used in the manufacture and/or composition of a Company product, such increase constituting, by express agreement between the Parties, a change in circumstances unforeseeable at the time the Contract was entered into, rendering its performance excessively onerous for the Company. The Company and the Customer undertake to renegotiate in good faith the financial conditions of the Contract within a period not exceeding thirty (30) calendar days from the date of the Company's written request for renegotiation. The obligations of the Company and the Customer, for the products concerned, will be suspended for the duration of the renegotiation. The new price set at the time of renegotiation will be the subject of an amendment to the Contract. Failing agreement at the end of the said thirty (30) day period, the Contract may be terminated, ipso jure and without compensation, by either of the Parties, by registered letter with acknowledgement of receipt, subject to compliance with a notice period of one (1) month, during which the Contract will continue to apply under the initial conditions. The Parties agree that it will not be possible to apply to the courts for a revision of the Contract. 

ARTICLE 4 - SHIPPING AND DELIVERY TIMES (PRODUCTS)

4.1 - Shipping

Unless otherwise specified in the Contract, product delivery terms are governed by the EX WORKS Incoterm (Incoterms CCI 2020). Accordingly, the Customer undertakes to collect the products from the Company's factories, by its own means or through a carrier of its choice, within a reasonable time, and will assume all costs relating to transport, insurance, loading and unloading of the products. Products travel at the Customer's risk, regardless of the shipping method used. 

4.2 - Delivery times

Unless special conditions are expressly accepted by the Company, delivery times are given as an indication only and are in no way guaranteed. They do not take into account appointments required by certain customers, and provisionally accepted by the Company, for the delivery of products. However, MATISEC will do its best to deliver the products on the agreed date. In the case of sales subject to the EX WORKS incoterm, products are deemed to have been delivered on the date on which they are made available at the Company's premises. In all other cases, the delivery times announced by the Company to the Customer are calculated on the basis of the date of dispatch, and therefore do not take into account the transport time between the date on which the products leave the Company's factory and the date on which they reach the Customer's premises.

4.3 - Refusal - incident - apparent defects and non-conformity

In the event of refusal to accept delivery or failure to collect the products ordered by the Customer, the Company may automatically terminate the Contract with immediate effect, eight (8) calendar days after formal notice has been served by registered letter with acknowledgement of receipt, which has remained without effect. The Company will retain the deposit paid as compensation, without prejudice to any other damages it may claim in any case. In the case of products manufactured specially for the customer, the latter will be liable to pay the full sales price and ancillary costs by way of damages. The Company cannot be held liable for any transport incident. Thus, if the Company assumes responsibility for transport to the place indicated by the customer, it will not be liable for any loss or damage incurred. 

the Contract, it is solely in the capacity of the Customer's agent. Delivery charges are therefore billed in full to the Customer. The Customer undertakes to inspect the products as soon as they are delivered or taken possession of, as the case may be, and, in the event of any defects or alterations noted, to make precise written reservations on the delivery slip, in the presence of the driver, when the delivered goods are unloaded, and to confirm these reservations to the carrier by registered letter with acknowledgement of receipt, with a copy to the Company, within three (3) calendar days of delivery, or in the case of international sales, within the period stipulated by the applicable international conventions. All other claims by the Customer, concerning apparent defects or non-conformity of the products ordered in relation to the order (in particular quantity or incorrect references), in order to be valid, must be made in writing to the Company within eight (8) calendar days of delivery of the Products. After this period, the Products delivered will be deemed to conform to the terms of the order, and the Company will not be able to take into account any complaint concerning apparent defects or the conformity of the Products delivered. 

ARTICLE 5 - PERFORMANCE OF SERVICES

Services are provided in accordance with the applicable legal and regulatory provisions and the terms and conditions set out in the Contract. It is understood that the Company's obligation to provide services is an obligation of means. The dates on which the services are to be provided shall be agreed in writing between the Company and the Customer. Unless otherwise stipulated in the Contract, these deadlines are indicative. Prior to the commencement of the provision of services by the Company, the Customer undertakes to inform the Company in writing of the rules applicable to the provision of services. 

cables on its site in terms of health, safety and the environment, as well as those relating to any particular risks or constraints associated with the customer's site or the products to be supplied (hazardous substances, etc.). The Company undertakes to comply with the rules communicated by the Customer prior to the provision of any services. For all services of an amount equal to or greater than the amount set by regulation, the Company undertakes to provide the Customer, at its written request, on the date of conclusion of the Contract and then every six (6) months, with the documents listed in article D.8222-5 of the French Labour Code. Once the services have been completed, the Company and the Customer will sign a worksheet or an acceptance report. In the absence of any reservations expressed by the Customer on the works sheet or the acceptance report, the services will be deemed to be compliant. In the event of non-conformity of the services attributable solely to the Company, the Company undertakes to bring the services into conformity in accordance with the terms of the contract. 

in accordance with Article 6.2. 

ARTICLE 6 - WARRANTY - LIABILITY

6.1 - Commercial warranty applicable to products

The commercial warranty granted by the Company to the Customer is applicable against any manufacturing defect duly noted by our technical services or material defect affecting the products delivered and rendering them unfit for use, and which would be attributable solely to the Company, under the conditions detailed below. This commercial warranty is granted : 

- (i) for products manufactured by the Company: for a period of twelve (12) months from the date of delivery; 

- (ii) for trading products: for the period specified by the manufacturer;  

- (iii) products which, repaired or replaced by the Company during the term of the commercial warranty referred to in (i) or (ii) above, are affected by a defect attributable solely to the Company, for a further period of twelve (12) months from the date of the Company's intervention on the Customer's premises or twelve (12) months from the date of delivery of the repaired or replacement product (in the absence of the Company's intervention on the Customer's premises). 

- (iv) products which, outside the warranty period referred to in points (i) or (ii) above, have been repaired or maintained by the Company for a fee, and are affected by a defect attributable solely to the Company, for a period of twelve (12) months from the date of the Company's intervention on the Customer's premises, or twelve (12) months from the date of delivery of the repaired or replacement product (in the absence of the Company's intervention on the Customer's premises). 

The commercial warranty is limited, at the Company's discretion, to the simple repair or replacement of defective parts, excluding labor and shipping costs, to the exclusion of any indemnity or damages. To return a product under warranty, the Customer must complete the form provided by the Company at the following link: Request for Return Authorization (RA) / Quality Claim | MATISEC, enclosing the required documents, in particular a non-contamination form. In the event of the customer returning a contaminated product, the product will be returned by the Company to the customer at the customer's expense. In the event of an uncleaned product being returned by the Customer, the Company reserves the right to charge a cleaning fee. The warranty is expressly 

warranty is excluded if the products have been subject to misuse, faulty maintenance, transformation, deterioration resulting from abnormal storage and/or conservation conditions at the customer's premises, an accident of any kind whatsoever occurring after delivery of the products and not attributable to the Company alone, or in any other case of exclusion of warranty set out in the warranty conditions relating to the product. Repairs, modifications or regulatory checks must be carried out by personnel trained and approved by our training department. In the event of resale of a Company product by the Customer, no extension of warranty, whether express or implied, is granted by the Company to the Customer, who is thus solely responsible for the reimbursement or replacement of parts which may become due under the commercial warranty which he may owe to his own customers.

6.2 - Liability

The Company's liability is limited to direct damage suffered by the Customer as a result of a: 

- defective or non-conforming product under the conditions of this Article 6, 

- service that does not comply with applicable laws and regulations and/or the Contract. 

Under no circumstances shall the Company be held liable to the Customer for any indirect damage, in particular operating loss, loss of clientele, loss of sales, damage to brand image or damage suffered by third parties. In all cases, subject to the legal provisions of public order, the Company's total liability is limited to (i) bringing into conformity or replacing the defective product or the non-conforming product or service and, in the absence of the possibility of bringing into conformity or replacing the product or service, (ii) the amount paid by the Customer for the purchase of the product or service concerned. 

ARTICLE 7 - RETURNING NEW PRODUCTS

Except in the case of the commercial warranty referred to in Article 6 hereof, the Contract may not be terminated (cancellation of order) and the products ordered and delivered may not be returned by the Customer without the prior written acceptance of the Company. Such termination of the Contract will entail the application of the indemnity referred to in Article 15 below. A product may only be validly returned by the Customer if it has not been used and is packaged in its original packaging. Over-wrapping is recommended. This return will be made at the Customer's expense and will be subject to inspection in our stores, upon receipt, to verify that there has been no deterioration of the product and to validate that the returned product is indeed in its original packaging. Only new, uncontaminated products will be accepted for return by the Company. Any contaminated product will be returned by the Company to the Customer, and the price of the product will remain payable by the Customer. 

ARTICLE 8 - BILLING - PAYMENT

8.1 - Billing

Unless otherwise specified in the Customer order accepted by the Company or in the quotation accepted by the Customer, invoices issued by the Company are payable within thirty (30) days net from the date of invoice, by bank transfer. It should be noted that the period negotiated in the special terms and conditions may under no circumstances legally exceed sixty (60) days from the date of issue of the invoice (except in the case of special legal rules, particularly those applicable to French overseas departments and territories). Minimum invoicing: all orders are invoiced at a minimum amount of one hundred (100) euros exclusive of tax. Any order of less than one hundred (100) euros exclusive of tax will be invoiced at a flat rate of one hundred (100) euros exclusive of tax. 

8.2 - Regulations

Our invoices are payable to our head office or to our factoring company under the special conditions agreed between the customer and our company. Whatever the method of payment and place of delivery, no discount for early payment will be accepted. Bills of exchange must be returned accepted within forty-eight (48) hours. In the event of late payment, the Customer shall be liable to the Company by operation of law: 

- late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus (10) percentage points; and 

- a fixed indemnity for collection costs of forty (40) euros. This indemnity may be increased if the collection costs incurred exceed the amount of this fixed indemnity. 

Late payment of a single invoice will entitle us to demand immediate payment of all subsequent invoices, even those not yet due, after simple formal notice. The payment deadline will be considered exceeded: 

- In the event of non-return before the due date of the accepted bill of exchange, if payment has been provided for by this means; - In the event of payment in instalments if one or more instalments are not paid until after the normal date of one of the payments. 

ARTICLE 9 - RETENTION OF TITLE

By express agreement, the Company reserves ownership of the products sold until full payment of the price, in principal and accessories, in accordance with articles 2367 et seq. of the French Civil Code and article L.624-16 of the French Commercial Code. Failing full payment, the Company may repossess the products, of which it remains the owner, and may, where appropriate, terminate the Contract by simple registered letter with acknowledgement of receipt sent to the Customer, notwithstanding any damages which it reserves the right to claim as a result of the prejudice suffered. From the date of delivery of the products, the products are, until the transfer of ownership, under the custody of the Customer, who must bear the risks that the products may suffer or cause. In the event of resale of the product, the Customer undertakes to pay immediately the part of the price still due. The Customer may not pledge or assign the products as security until the price has been paid in full. In the event of successive orders or partial payment, the products in the Customer's stock will be presumed to be those not yet paid for. 

ARTICLE 10 - FORCE MAJEURE

The Company shall not be liable for any breach of contract if such breach is the direct or indirect result of an event of force majeure, such as, in particular: the occurrence of any natural disaster, fire, epidemics, administrative police measures, strikes, whether at the Company's premises or at those of its service providers or suppliers, imperative injunction by the public authorities (import or export bans, etc.), or disruption of supplies for reasons not attributable to the Company. In the event of force majeure, performance of the Contract shall be suspended immediately. Should the case of force majeure continue for more than sixty (60) calendar days, the Contract may be terminated at the initiative of either party, without either party being entitled to claim damages.

ARTICLE 11 - INTELLECTUAL PROPERTY

All documents, in particular technical documents, provided to the Customer may be protected by intellectual property rights and remain the exclusive property of the Company or the third-party supplier. The Customer undertakes not to infringe these intellectual property rights. These documents may not be reproduced or communicated by the Customer to a third party without the express prior authorization of the Company. The Customer is granted a personal, non-exclusive and non-transferable right to use these documents, limited to use of the Products within the Customer's company, within the limits of the provisions of the Contract. The documents and visuals shown in the technical documents are not contractual. The trademarks mentioned are the property of their respective owners. They are used solely to identify products. The Company reserves the right to modify the external appearance of its products at any time, depending on the availability of supplies. 

ARTICLE 12 - TOLERANCE

The fact that the Company does not avail itself at a given time of any of the provisions of these general terms and conditions may in no way be interpreted as a waiver on its part to avail itself of them at a later date, in particular the fact of not claiming late payment. 

ARTICLE 13 - PROOF

In the event of a dispute, the parties agree to consider the fax and e-mail as an original written document valid as perfect proof, and waive the right to contest this means of proof, unless they wish to dispute its authenticity. 

ARTICLE 14 - CONTRACT DURATION - TERMINATION IN THE EVENT OF DEFAULT

In the case of successively executed Contracts, the Contract is concluded for the duration specified in the Contract. In the event of non-performance by one of the parties of any of its obligations, the other party may terminate the Contract, ipso jure and with immediate effect, in the event that the party at fault does not put an end to its default within thirty (30) calendar days following the date of receipt of a formal notice sent by the party not at fault, by registered letter with acknowledgement of receipt, specifying the non-performance in question as well as the intention of the said party to terminate the Contract. 

ARTICLE 15 - COMPENSATION IN THE EVENT OF ORDER CANCELLATION (RESCISSION) OR EARLY TERMINATION OF THE CONTRACT

In the event of resolution of the Contract (cancellation of order) or early termination of the Contract at the Customer's initiative, for convenience, the Customer shall owe the Company, ipso jure and without prior formal notice, a termination indemnity of a fixed amount of twenty-five percent (25%) of the amount of the Contract excluding taxes, without prejudice to any other damages. This indemnity must be paid within fifteen (15) calendar days from the date of notification of the cancellation or termination of the Contract. 

ARTICLE 16 - APPLICABLE LAW - JURISDICTION

In the event of dispute, and after an attempt at amicable conciliation has failed, any dispute relating to any operations covered by these terms and conditions shall be submitted to the sole jurisdiction of the Commercial Court of Vienne (38), even in the event of summary proceedings, incidental claims, third-party appeals or multiple defendants. The Contract and the General Terms and Conditions are governed by French law, to the express exclusion of the Vienna Convention on the International Sale of Goods.