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Sales conditions Techné

These general terms of business codify standard industry practice for standard parts, components and subsets in the areas represented by ARTEMA: bearings, linear guides, hydraulic or oleo-hydraulic, pneumatic and mechanical transmission and mechatronics components. They govern the relationship between Techné and the Customer. They have been filed with the Practice Office (Bureau des Usages) of the Registry of the Paris Commercial Court on 13 February 2023 under N°D2023016639.

I. General provisions

These general terms may be governed by sales law when they apply to the supply of standard equipment or equipment whose characteristics have been determined in advance by Techné and by the law of job contracts when they apply to the manufacturing of equipment in line with terms of reference or the provision of a service.

Pursuant to Article L441-1 of the French Commercial Code (Code de Commerce), the Techné’s general terms constitute “the basis of the commercial negotiation”. Techné cannot waive them in advance. The publication of Techné’s general terms on Techné’s website constitutes, based on standard practice, the usual manner in which general industry terms are provided.

Any exception to any one of these general terms must be expressly accepted by Techné in writing. Such an exception only applies for the contract or order for which it was accepted.

If Techné fails to require performance at any given time of any one of the clauses of the general terms, this shall not be construed as a waiver of its right to require performance at a later date.

If any one of the clauses of these general terms is invalid, this shall not affect the validity of the other clauses. For the purposes hereof, “in writing” means any paper document and any written document sent electronically or by fax.

II. Contract documents and orders

Contract documents

The prices, information and characteristics set out in catalogues, memos, leaflets, specification sheets or other documents are provided for information purposes only and may not, under any circumstances, be construed as binding proposals. Moreover, Techné reserves the right to modify or improve standard equipment as it deems fit, at any time and without prior notice. In such a case, the Customer may not claim any loss whatsoever. By default, all catalogue products are considered standard.

Orders

a) Orders. All orders must be placed in writing. The contract is only concluded when Techné expressly accepts the order. Orders may be accepted by any means of written communication. Orders handed over to Techné’s agents or representatives or taken by them are only binding on Techné once it has accepted them in writing.

b) Order cancellation or modification. Orders are irrevocably binding on the Customer. Accordingly, the Customer may not cancel the order without Techné’s prior express consent. In such a case, the Customer shall indemnify Techné from and against all direct or indirect consequences arising therefrom, in particular the costs incurred for specific equipment and studies, labour costs, work in progress, stocks and supplies. In all cases, Techné shall not refund any down payments already made. Order modifications and additions, in particular as regards delivery times, quantities or the equipment, shall be submitted to Techné for its express consent. Techné shall inform the Customer of the terms and conditions thereof and the consequences on the commercial terms and conditions.

Order modifications requested by the Customer are subject to Techné’s express written acceptance, which shall take into account the consequences in terms of cost and delivery times.

c) Blanket orders. Blanket orders are orders in which the Customer does not make a firm commitment as regards the quantity of equipment required or the schedule of services or deliveries and must be followed by blanket releases. They are placed for a limited agreed period which, unless otherwise stated, shall be for a period of one (1) year. The price and other terms and conditions shall be defined on the basis of the Customer’s purchasing forecasts. If the Customer fails to respect the purchasing forecasts, in the relevant schedule, Techné may modify the said terms and conditions and demand compensation from the Customer for the supplies and other costs.

III. Technical description of the equipment

Projects, studies, documents

a) Intellectual property. The projects, studies, sketches, plans, quotes, photographs, illustrations, printouts and documents of any kind handed over or sent by Techné shall remain the exclusive property of Techné at all times. The Customer acknowledges Techné’s industrial and intellectual property in all of Techné’s documents and equipment. They must be returned to Techné immediately on request. They may not be disclosed or produced without its prior written permission. Any reproduction or display of all or part of one or more of the said elements, using any process whatsoever, without Techné’s written permission, shall constitute a breach of contract and may also constitute an act of infringement or unfair competition. Any transfer or assignment of intellectual property rights must be recorded in a separate contract entered into between Techné and the Customer.

If studies are conducted at the Customer’s request or on the basis of documents supplied by the Customer, and the Customer fails to place an order for equipment thereafter, the costs incurred for the said studies shall be invoiced to the Customer and the documents must be returned. Techné’s brands and name are protected by law. Any person using Techné’s brands or name on any medium whatsoever without Techné’s prior written consent may be prosecuted by Techné.

b) Tooling. Studies, formulations, projects, prototypes, samples and related documents, produced by Techné and given to the Client, remain the property of Techné. They may not be used, reproduced or communicated to third parties without written authorization from Techné. They may not be the subject of a patent or model registration, to the exclusion of Techné.

A contribution to the tooling costs will be invoiced to the customer, the costs of design and development remaining the responsibility of Techné. Tooling may not be used without the express authorisation of the Client for the benefit of another company.

Unless there is a duly recorded failure to do so, the Customer shall refrain from reclaiming the tools for a period of five years. If this is not the case, the Customer undertakes to pay, by way of compensation, an indemnity for design and development costs. This compensation is based on the cost of the tooling and is set at 50 % of its value. This compensation is payable if the execution of the tooling is not followed by the planned order within a period of six months. In addition, in the event of special manufacture requiring the acquisition of specific equipment, additional compensation will be payable, representing the acquisition price of this equipment and proportional to the time remaining until the expiry of the two year period.

The tools remain in Techné's workshops, where they are maintained to the minimum wear and tear. Modification or restoration costs remain the Client's responsibility.

Payment for tooling: except under special conditions, 100% upon delivery of the first parts and no later than two months after delivery.

If no order for a tool is recorded for a period of five years, Techné reserves the right to dispose of this tool without justification and, if necessary, to destroy it. Similarly, in the event of renewal of a tool at the end of its life, Techné reserves the right to dispose of this tool without justification and, if necessary, to destroy it.

c) Confidentiality. The parties mutually agree to comply with a general confidentiality obligation covering the information (documents in any form whatsoever: discussion papers, plans, electronic data interchanges) shared in connection with the preparation or performance of the contract.

As a general rule, the Customer acknowledges that any and all confidential information whatsoever relating to Techné has been disclosed to it solely for the purposes of the contract and solely so that it may make its decision. However, the confidentiality obligation does not cover information that was already in the public domain when the contract was concluded and information already known to the Customer on a legal basis.

d) Studies - Customer as the assembler or designer. Assembler Customers shall always conduct set-up, compatibility and assembly studies. The Customer or the project manager is responsible for the operating characteristics of a set. Techné undertakes to provide it with the information in its possession required for the studies.

The Customer is responsible for ensuring compliance with the rules in force, in particular the noise, health and safety rules, even if special equipment is provided at the assembler’s request (whether or not accompanied by documents).

In all cases, Techné only warrants that the equipment conforms to the specifications agreed in the order acceptance or in an express letter of acceptance.

However, Techné may, at the Customer’s express request, agree to be responsible for certain set-up, compatibility or assembly studies. The said services shall be invoiced to the Customer and Techné shall only be liable therefor if its failure to comply with best industry practice constitutes a form of gross negligence.

Likewise, any study accepted and conducted at the Customer’s request for the production of special equipment shall be invoiced to the Customer.

Service life - Output

Any service life information given may only be treated as theoretical calculations of the service life of the supplies. They may not be construed as a legal commitment by Techné incurring its liability or under a warranty.

Any output information given must be treated as the result of calculations and not as a performance level quantified and validated by tests. Accordingly, the said information is provided for information purposes only and expressed in relative terms only. The output is approximate and calculated on the basis of the theoretical properties of the equipment and its components and may not be used as a basis for compensation or non-performance penalties or to refuse to accept the equipment.

Content and scope of the supplies - Modifications

a) General scope of the supplies. The proposed supplies must conform in all respects to the equipment specified in the proposal (catalogue or quote). The contract is strictly limited to the supplies expressly stated in the proposal.

The Customer shall pay for all packaging in all cases and it will not be taken back by Techné, unless otherwise agreed. If no other arrangements are made, Techné shall prepare the packaging in the Customer’s best interests.

b) Modifications. The documents, plans and diagrams of the equipment provided to the Customer, in particular those appended to proposals, are supplied for information purposes only. Techné may modify the equipment provided that it meets the expressed needs, as stated in the order. The (assembly) plans and diagrams, if any, enclosed with any documents or proposals are merely rough outline solutions and Techné may not be held liable therefor.

IV. Price

Content of the price

Techné shall remain bound by the content of its price proposal for thirty (30) days. Thereafter, any orders placed shall be governed by Techné’s price lists or schedules of charges in force on the date of the order or, in the event of an order for specific equipment, on the basis of a new proposal. The period of validity of the quotation may be reduced in the event of major fluctuations in the market. The new commitment is stipulated on the quotation.

The prices:

Price modifications

If an event beyond its control occurs jeopardising the equilibrium of the contract, Techné may modify its prices in accordance with pre-determined terms agreed by the parties in the special terms and conditions (in particular in the event of fluctuations in commodity prices, significant variations in sea, air or road freight rates, changes in customs duties, exchange rate fluctuations or amendments to legislation). If the Customer makes amendments to the contract, the agreed prices may be modified to reflect such amendments.

Conditions applicable for the opening of an account

Whenever an account is opened, the Customer may be required to make a down payment or to pay in full when the order is placed. Techné reserves the right to refuse to open an account until the Customer has provided it with accounting records and financial and legal documents as well as, where applicable, guarantees, along with a reservation of title clause or the provision of guarantees.

V. Payment

Payment terms

Invoices must be paid within thirty (30) days of the invoice date, with no discount.
Pursuant to the Article L441-10 of the French Commercial Code (Code de Commerce), the time agreed may not exceed forty-five (45) days end of month or sixty (60) days as of the invoice date. The implementation of the said Act shall not prevent the application of any shorter times for payment agreed.

Payment shall be made at Techné’s registered office, and unless otherwise agreed, the net amount should be paid, with no discount. Techné reserves the right to assign its accounts receivable to a third party.

If a draft is provided, the original debt shall survive with all the relevant

Penalties

a) Contractual penalties. Pursuant to Article L441-10 of the French Commercial Code, in the event of late payment or a failure to accept and return a bill within fifteen (15) days of the date on which it is sent to the Customer, Techné may, at its own discretion,

b) Debt collection fee. Pursuant to the Article L441-10 of the French Commercial Code, in the event of late payment, a fixed debt collection fee of forty (40) euros shall become due and payable, by operation of law and on top of the late payment interest, as of the first day following the due date stated on the invoice. The amount of the fee is determined in Article D441-5 of the French Commercial Code.

Pursuant to the above-mentioned Article L441-10, if the debt collection costs incurred exceed the amount of the said fixed fee, Techné is also entitled to demand additional compensation on production of proof.

c) Debit notes. The Customer expressly agrees not to automatically debit from Techné’s account or automatically invoice Techné for any sums that have not been expressly acknowledged by Techné as payable by it. Any sum automatically debited shall constitute an outstanding amount and the foregoing provisions on late payment shall apply to the said amount and the Customer may be liable under the provisions of Article L442-1° of the French Commercial Code.

Changes to the Customer’s position

In the event that the Customer’s credit rating deteriorates, as recorded by a financial institution and evidenced by a significantly late payment or if the Customer’s financial position is materially different from the data provided, the goods will only be delivered against immediate payment in full.

In the event that the Customer sells, transfers, pledges or makes a capital contribution of its business or a significant part of its assets or its equipment, as in the case of non-compliance with payment deadlines, Techné reserves the following rights, with no requirement to give formal notice:

If Techné exercises one of these rights, this shall not prevent the implementation of the retention of title clause or the exercise, by Techné, of its right to claim liquidated damages by way of a penalty.

Retention of title

Title to the supplied equipment shall not pass to the Customer until it has actually paid the price in full, covering both the principal amount and any incidental charges.

If the Customer fails to pay any instalment on time, Techné may reclaim possession of the equipment.

Nevertheless, the risk of loss of or damage to the equipment shall pass to the Customer upon delivery along with liability for any damage that may be caused by the equipment.

Unless otherwise expressly agreed, if Techné asks the Customer to contribute to the cost of producing tools, title to the said tools shall not pass to the Customer as a result thereof.

VI. Delivery

Delivery terms

Goods are deemed to have been delivered when they are ready for collection at Techné’s premises, notwithstanding any of the following indications: free on rail, free alongside ship, carriage-paid or reimbursement of all or part of transport costs. Risk in the goods passes to the Customer when notice is given that the goods are ready for collection.

By accepting the goods, the Customer acknowledges the conformity and apparent or detectable defects unless it issues reservations in writing to the transporter and Techné within forty-eight (48) hours.

Techné allows itself a tolerance of +/-5% on the quantities delivered. The exact quantity delivered will be invoiced.

Delivery times

Delivery times take effect on the date on which Techné definitively accepts the order, provided that the payment has been made if so agreed. Also, delivery times shall not take effect until, where applicable, Techné has received all information or acceptance of the pilot study, if any, required to commence performance of the contract.

The delivery and completion times provided to the Customer are defined on the basis of the timetable drawn up by the parties in the terms of reference.

If changes are made to the timetable owing to an act or omission of the Customer, Techné may demand an extra fee for the changes and corresponding reorganisation. A new timetable shall be prepared and the Customer may not charge Techné any penalty in the event of a delay following its breach.

If the shipping of the goods is delayed, for any reason whatsoever beyond Techné’s control, Techné may arrange for the packaging, transportation and storage of the equipment - and where applicable, its dismantling and reassembly - at the Customer’s expense and risk, fifteen (15) days after formal notice to no effect. In such a case, Techné disclaims all liability therefor. These provisions do not in any way modify the Customer’s obligations concerning payment of the supply.

Late deliveries

An order may not be cancelled owing to a delay. If Techné fails to meet the delivery times agreed by the parties: where special agreements provide for penalties, the said penalties may not, under any circumstances, exceed 0.5% per full week late, capped at 5% of the workshop or warehouse value of the late equipment.

Late delivery penalties may only be applied if the Customer has shown that the delay was caused exclusively by an act or omission of Techné and that it caused a genuine loss to be sustained. They may not be applied unless the Customer informs Techné thereof in writing, at the time the order is placed, and confirms, at the scheduled time of delivery, its intention to apply the said penalties. The said penalties constitute liquidated damages and release Techné from all liability and no other form of compensation shall be payable.

Payment of the supplies may not be postponed or modified owing to the penalties.

Techné shall be released, by operation of law, from any commitment relating to delivery times if the Customer fails to comply with the payment terms or a force majeure event occurs, as defined below.

VII. Taking back goods

Techné may not, under any circumstances, be required to take back the equipment. If Techné does agree to take back equipment, it will be taken back as a commercial gesture, for standard equipment, and not for specific equipment produced on request or on the basis of terms of reference. Goods will only be taken back with Techné’s prior written consent and the goods must be unused and in their original packaging. Goods may only be taken back within fifteen (15) days of the date of delivery. The goods must be returned carriage and packaging paid and the delivery slip number must be provided. Techné may decide to reduce the value of the goods refunded.

VIII. Warranty and liability

Warranty and liability exclusions

The contractual warranty and Techné’s liability are excluded in the following cases:

Contractual warranty

a) Defects and equipment covered. Under the warranty, Techné is required to correct any

malfunction caused by a defect in the design, materials or production (including assembly if it is also responsible for it) within the limits of the provisions set out below. The warranty only covers original equipment bearing Techné’s brand or marketed by Techné.

b) Warranty period and effective date. Unless otherwise agreed, the warranty only applies to defects that appear within six (6) months of the date of delivery. If the equipment is used by several teams, the said period is reduced to three (3) months.

Replacement and repaired parts are covered by the warranty on the same terms and conditions as apply for the original equipment and for a further identical period. However, in the event that a part or component of a set or a sub-set is changed, this shall not extend the warranty period for the set or sub-set, under any circumstances whatsoever.

c) Customer’s obligations. To make a claim under the warranty, the Customer must inform Techné of the defects alleged in the equipment, in writing and within no more than forty-eight (48) hours of the occurrence of the said defects, supply all available evidence of the existence of the said defects and give Techné every opportunity to verify the existence of the said defects and correct them.

The Customer must, at its own expense and under its own responsibility, check or have checked the conformity of the products with the terms of the order.

d) Claims under the warranty. If a claim is made under the warranty, Techné is solely required to replace the parts that it has acknowledged as defective or, at its election, to repair the said parts in its workshops.

Techné reserves the right to modify the equipment in order to fulfil its obligations, where necessary. The Customer shall give Techné every opportunity to verify the existence of the said defects and correct them.

If Techné considers that repairs need to be carried out on site, the terms and conditions governing the repairs under the warranty shall be agreed and, in all cases, the Customer shall bear the cost of the preliminary and research work or dismantling or reassembly work rendered necessary owing to the circumstances in which the said equipment is used or set up and the elements that were not included in the relevant supply.

Where, after an assessment has been carried out or repairs have been performed in Techné’s workshops or at the place where it is installed, it is established that Techné was not liable and that the detected defect is not attributable to Techné and cannot be claimed under the warranty, Techné shall be entitled to demand payment of compensation for all costs incurred, including the cost of the response team, transport and the replacement or repair of the relevant parts.

No compensation may be claimed, for any reason whatsoever, such as for the cost of the labour required for dismantling and reassembly, costs incurred due to equipment downtime or operating costs, transport, accommodation or travelling costs or for incidents that may occur.

Liability

a) Definition. Techné’s liability is strictly limited to its compliance, or the compliance of its subcontractors, with the expressly agreed contractual specifications. Techné shall produce the equipment or provide the service requested by the Customer in accordance with best industry practice.

b) Limits. Techné’s civil liability, for all claims other than personal injury or gross negligence claims, is limited to the amount of the supplies received on the date of performance.

Techné is not required to compensate the harmful consequences of breaches or defaults by the Customer or third parties in relation to the performance of the contract or damage caused by the Customer’s use of technical documents, information or data issued by the Customer or imposed by the Customer.

Techné shall not, under any circumstances, be required to compensate direct and/or indirect nonmaterial damage such as operating losses, loss of profits, loss of chance, disruption to its business or loss of earnings etc.

c) Implementation. Techné may only be held liable if the Customer has first established the existence of the damage, the existence of wrongful conduct by Techné and the fact that the damage was caused by the said wrongful conduct. In the absence of a decision issued by a court of law having force of law, the said elements may only be established by a settlement, previously negotiated and agreed between the parties, in accordance with the statutory requirements.

d) Waiver of recourse. The Customer agrees to waive all rights of recourse against Techné and Techné’s insurers and to procure that its insurers and third parties in a contractual relationship with it also waive all such rights, beyond the limits and exclusions determined in these general terms.

Force majeure

Neither party may be held liable for any delay or default in performing one of its obligations under the contract if the said delay or default was directly or indirectly caused by a force majeure event. For the purposes hereof, “force majeure” shall be interpreted more broadly than the meaning given to it by the French courts, and shall include, for example:

Each party shall notify the other party, as quickly as possible and by letter sent by registered post with acknowledgement of receipt, of the occurrence of a force majeure event of which it becomes aware and which it believes could affect the performance of the contract.

IX. Import and export control

Certain pieces of equipment may contain technology or software falling within the scope of the export control laws of the USA and the EU as well as the laws of the countries in which the equipment is delivered or used - in particular regulations on defence or dual-use goods, under which export or import licences may be required.

The Customer shall be personally responsible for all rules governing the export of parts integrated in its equipment and may not assert a force majeure event or other exonerating reason if there is a ban on importing the said equipment or the components thereof.

The Customer shall inform Techné in advance of the existence of any such regulations applicable to its supplies or services imposing obligations on Techné.

The equipment may not be sold, rented or transferred to restricted users or countries or users or countries that would use them for mass destruction or to commit genocide.

Techné shall not be liable for any delays or other consequences arising from the application of the saidregulat ons. Contractual deadlines shall be extended by the time required to obtain the permissions. In any case, the invoice must be paid in accordance with the terms defined herein or in the special terms and conditions.

X. Disputes

The parties undertake to attempt to settle their disputes amicably before referring the matter to the relevant court.

If an amicable settlement cannot be reached, any dispute relating to the formation, interpretation or performance of the contract shall be subject to the exclusive jurisdiction of the courts of the place of the Techné’s registered office, even in the event of third party claims for indemnity or impleader or cases involving multiple defendants and regardless of the agreed places of payment or delivery.

The contract and any subsequent ancillary matters shall be governed exclusively by French law. If the contract involves an international element, the Vienna Convention of 11 April 1980 on the international sale of goods shall also apply.

Any document issued by the Customer in a language other than French shall not be treated as a binding document, unless Techné expressly agrees to treat it as a binding document. In the event of conflicting interpretations between a French version and a foreign language version of a document, the French version shall prevail.