Terms of Sales

I. FORMATION OF THE CONTRACT

1. Acceptance: Any written order from a PURCHASER, even placed under the terms and conditions of the SELLER will be deemed firm and final and may not be canceled by the PURCHASER only with the express consent of the SELLER.
2. Product description: All the descriptive characteristics, weights and measures, appearing in the catalogs, tariffs or other advertising means of the SELLER, are due to the technical nature of the equipment, deemed to be scalable. Only the characteristics defined and specified on the order bind the SELLER.
3. Modification to products: The SELLER reserves the right to improve and modify at any time and without notice, the technical characteristics of its products, as defined in the order.

He. DELIVERY

1. Definition: All sales are deemed to be made FRANCO from port.
2. Delivery time : Delivery times are always approximate. They are not obligatory, unless otherwise stipulated. The delivery time does not begin to run until the seller has received all the necessary technical information and the parties have fully agreed on all the characteristics of the equipment and accessories to be built. If the delivery time is mandatory, it must be calculated from the date of order or, if payment by letter of credit is accepted, from the date on which the seller's bank notified the opening of a letter of credit, in accordance with the stipulated conditions.

Even when delivery times are stipulated as being strict, the seller will not be held liable for damages that may arise from the delay caused by any circumstance for which he is not responsible, including delays due to the prohibition of delivery which may be decreed by the public authorities, a case of force majeure, late delivery of raw materials, fire, total or partial strikes, business closures, etc.

Any delay in delivery caused by circumstances of this nature, cannot, under any circumstances, justify the cancellation of the order by the BUYER, nor give rise to the granting of damages.

Furthermore, the SELLER cannot be held responsible for delays caused by the transport of the products.

III. PRICE

1. Definition: Unless otherwise stipulated, prices are always understood to be net value excluding FRANCO taxes, packaging costs, insurance, taxes and any charges due to import or export not included.
2. Price fixing: The prices invoiced to the BUYER will always be those at the official rate in force on the day of delivery.

IV. SHIPMENTS

1. Storage costs: Any delayed shipment at BUYER's request or due to late payment, or insufficient shipping instructions, will incur storage charges. These costs will be invoiced at the rate of 1 TP1T per month, calculated on the gross amount of the invoice including tax (deduction made of installments), from the first day of the month following the notification of availability of the equipment at the SELLER's Factories.
2. Means and cost of transport: In the absence of specific instructions from the BUYER as to the choice of means of transport, the SELLER will undertake to send the products by such shipping method as it deems most appropriate. The BUYER must bear the insurance and storage costs as defined in paragraph IV1) above.
3. Acceptance: The PURCHASER must accept all goods in the state in which they are without worrying about possible damage or deficiencies, despite their rights defined below in article VII.

However, the BUYER will be obliged to formulate written reservations on the carrier's consignment note and address these written disputes to the SELLER as well as to the carrier within 48 hours, as indicated in paragraph VI.

1. Partial expeditions : Partial shipments can always be made and the payments relating thereto must be made in accordance with the terms of these general conditions of sale, once the shipments have been made and the invoices received.

V. RISKS

1. Delivery : The risk is transferred to the buyer on delivery, as defined in paragraph ll. 1) above.

This transfer of risks takes place in the same way, on the one hand for partial shipments, on the other hand for sales for which the seller has agreed to bear the installation or transport costs.

It is the BUYER's responsibility to carry out any checks, to make any reservations upon arrival of the equipment and to exercise, if necessary, within a maximum of 48 hours, any recourse against the carrier if he finds deterioration or against the company if he considers that the quantities delivered do not correspond to those ordered.

1. Delay: If shipment is delayed due to any circumstances beyond the control of the SELLER and as defined in particular in paragraphs II and IV. 1) above, the risk passes to the buyer when the goods are ready for dispatch.

VI. CLAIMS AND NOTICE OF DEFECT

1) Notifications to the SELLER: Complaints concerning both incomplete deliveries and notices of defects must be submitted to the SELLER, less than 48 hours after delivery of the goods.

These notifications must be made in writing and must be sufficiently explicit.

VII. SELLER'S GUARANTEES

Any new product is deemed to be free of any construction defect or material defect.

The SELLER's warranty is however limited to the sole repairs or replacement of any parts of the product which, despite correct use and maintenance, has proved to be defective in its material or construction, before 1200 hours of operation, this last period cannot however be longer than 12 months from the commissioning of the equipment delivered. In this

period, the replaced parts will be subject to a new guarantee. The warranty covers the supply of parts and the related labour: it is deemed to be exercised in the SELLER's workshops or any other place designated by him. The costs of transport or travel to the site will be borne by the BUYER, as well as any costs for the urgent supply of parts which may be required by the BUYER beyond the usual delivery procedures.

The SELLER shall not be held responsible for any loss, damage or expense of any nature whatsoever, including losses, consequential damages which may in particular result from the immobilization of the equipment for any reason whatsoever, including the immobilization equipment due to late delivery of replacement parts.

This warranty is in lieu of all other warranties expressed or implied, including those relating to performance or fitness for a particular purpose.

This warranty does not apply to motors, batteries, tires or other accessories which may be covered by the warranty of the suppliers and manufacturers of these items.

Our warranty excludes the consequences of normal wear and tear or those of abnormal use, shock, accident, deterioration or deliberate damage.

VIII. MERCHANDISE RETURN

No returned goods will be accepted by our company if there has not been a prior written request made to the address of the company and formally accepted in writing by it. In the event of an authorized return of goods, the sale is still in force and the amount of the corresponding invoice remains payable if payment of the said invoice has not been made in full. The packaging and transport costs incurred by a return are the sole responsibility of the BUYER. Returned merchandise must be in new condition, in its original packaging, excluding material subject to a warranty claim.

IX. RETENTION OF TITLE

1. 1)Transfer of ownership equipment is suspended until effective payment of the full price. In the absence of payment, we reserve the right to take back the equipment sold and the corresponding accessories, in application of law n° 80-335 of 12/5/80.

If payment is made from a foreign country, title will not pass to the BUYER until such payment has been received at the SELLER's bank.

1. 2)In the event of termination of the contract of sale by the PURCHASER, the SELLER would in no way be under the obligation to return the payments already made before termination, these payments will be acquired as damages.
2. 3)Resale: As long as the property is not transferred to the SELLER (see paragraph IX.1) above, the BUYER cannot sell the equipment.

However, this does not preclude the sale of the equipment as part of its day-to-day commercial management. In this case, and in the event of late payment on the fixed dates, the prior agreement of the SELLER will be necessary. If, in violation of the preceding paragraph, the BUYER resells the equipment to a third party, all receivables arising from such sales shall be deemed to be made in the name and on behalf of the SELLER who would be authorized to collect the receivables until the BUYER has fulfilled all his obligations.

1. 4)Third party rights: The BUYER must immediately notify the SELLER, by registered letter, if a third party seizes the goods sold and affected by this retention of title clause.
2. 5)Insurance: As long as the property is not transferred to the PURCHASER, the latter accepts:

1. a) to take out fire, theft and water damage insurance.
2. b) submit this policy to the SELLER.
3. c) that the reimbursement of the loss be established in the name of the SELLER during the aforementioned period, if the BUYER cannot provide proof of the existence of this insurance, the SELLER reserves the right to take out such insurance at the expense of the 'BUYER.

X. TERMS OF PAYMENT, CREDIT AND PENALTIES.

1. 1)Down payments: Payment may include one or more installments before delivery. A deposit of 30% of the price including tax will always be due by check when ordering, the balance must be paid by check on delivery, unless otherwise stipulated at the time of acceptance of the order.

It is formally understood that all payments made before delivery represent installments and do not in any way imply for the BUYER the right to withdraw from his order, subject to abandonment of his installment(s) which, in the event of cancellation of the order for exceptional reasons shall be retained by the SELLER as compensation for any damages that the SELLER may require.

1. 2)Default interest : The terms of payment cannot be delayed under any pretext whatsoever. In addition, as a penalty clause and in application of the legal provisions, the BUYER shall be automatically liable for a penalty for late payment, calculated by applying to all of the sums remaining due, a rate of interest equal to one and a half times the legal interest rate.
2. 3)Imputation: The SELLER may freely apply any payment made by the BUYER to any debt due and still unpaid, even if the BUYER expressly declares which debt he intends to settle.

Xl. SALE AND EXPORT RESTRICTION

The BUYER undertakes not to sell equipment in any country where the sale will be either prohibited or temporarily suspended by virtue of a legal provision decreed by the French authorities.

XII. CONTESTATION AND APPLICABLE LEGISLATION

1. 1)Contest: All the sales contracts concluded by the SELLER are deemed to have been made at our head office.

In the event of a dispute of any kind, for whatever reason and in the absence of an amicable agreement, the courts with jurisdiction at the registered office of the SELLER shall have sole jurisdiction by express agreement, the various payment methods, or shipment, as well as the place of delivery and the place of payment cannot operate either novation or derogation from this clause conferring jurisdiction.

1. 2)Applicable legislation: Sales contracts and any dispute relating thereto shall be governed by French law.