GENERAL CONDITIONS OF SALE                                                                                                                                    

1.  PREAMBLE

• Definitions

"Seller" means ST ENGINEERING ANTYCIP

"Buyer" refers to the customer to whom ST ENGINEERING ANTYCIP sells standard products and/or specific products.

"Supplier" refers, depending on the context, to the legal or natural person who supplies ST ENGINEERING ANTYCIP or the buyer with equipment and/or provides it with services or the suppliers that the buyer has chosen for products or equipment other than those of ST ENGINEERING ANTYCIP.

"Software" means any computer software program, database, 3D virtual model or combination thereof, provided as source, executable or in any other form and delivered on CD ROM, diskette, cassette, listing or any other medium or by electronic transfer.

"Product(s)" means, depending on the context, any standard equipment including, where applicable, any software licence or a product or service that does not exist, developed on the basis of specifications established under the sole responsibility of the customer, including, where applicable, standard products.

"Service(s)" means, in relation to the agreed products and specific products, the additional services within the scope of action defined in the order and the limits of the configuration declared by the buyer according to the agreed level of service, including, for example, installation and commissioning.

• These general terms and conditions of sale apply without reservation to all contracts concluded between the seller and the buyer in the absence of any clauses to the contrary agreed between the parties and included in the seller's Consequently, the placing of an order by the buyer implies the latter's unreserved acceptance of these general terms and conditions of sale, which shall prevail over the general terms and conditions of purchase, even if the buyer's consent is subsequent to the offer, quote, response to the call for tenders issued by the seller.

Any document other than these general terms and conditions of sale, and in particular catalogues, prospectuses, advertisements, notices, has only an informative and indicative, non-contractual value.

These general terms and conditions of sale are communicated to any buyer who requests them, in order to enable it to place an order with the seller, as well as to any distributor prior to the conclusion of a single agreement referred to in Article L. 441-7 of the Commercial Code, within the legal time limits.

The seller reserves the right to derogate from certain clauses herein, depending on the negotiations conducted with the buyer, by establishing special conditions of sale.

In addition, the seller may establish categorical general terms and conditions of sale, derogating from these general terms and conditions of sale, according to the type of customer considered, according to criteria that will remain objective. Buyers meeting these criteria will then be subject to these categorical general terms and conditions of sale.

2.  ORDER

The contract relating to specific products is complete upon receipt of the deed of commitment or written notification to ST ENGINEERING ANTYCIP, after receipt of its offer or quote, that it has been accepted. In the event of an order from the buyer without a prior quote or estimate, the order will be deemed to have been accepted unless otherwise indicated within 10 days of receipt of said order. The seller does not accept any order, unless otherwise specified, for an amount less than 150 Euros excluding taxes. The orders transmitted to the seller are binding on the buyer.

3.  PRICE LIST, PRICES, SCALE

The prices and information in catalogues, websites, brochures and price lists are given for information purposes only. The current price list may be revised at any time. Any price change will automatically be applicable on the date indicated on the new price list. The prices are fixed by the price list in force on the day the order is placed. The order is only valid if it refers to the current price list. By way of derogation, the price agreed between the buyer's order and the order accepted by the manufacturer(s) or service provider(s) used by the seller will be automatically revised according to the exchange rate that may be applicable and the price list in force at the seller's supplier. For prices specified by quantity, any order for a smaller quantity will result in a change in the price indicated.

Prices are expressed without discount or rebate except for quantity according to the price list in force for the products.

They are always exclusive of tax, for packaged products; the packaging of specific products is subject to a special quote. Packaging is never taken back. Installation, suitability for the hardware and software environment, accommo- dation and travel expenses as well as testing and acceptance are not included unless otherwise stated. Prices are DAP and include packaging, loading on the departure vehicle, customs export formalities, pre-routing, international freight; other services are the responsibility of the buyer (unloading at the arrival terminal, transport from port to airport to the destination warehouse, customs import formalities, customs duty and import taxes, unloading at the warehouses of the buyer or its agent), unless otherwise specified.

For additional supplies, prices and new deadlines are discussed specifically between the seller and the buyer. Under no circumstances may the conditions for additional supplies prejudice those of the main order. The acceptance of specific products is invoiced according to the hourly rate indicated in the quote with a minimum of 4 hours.

4.  INTELLECTUAL PROPERTY/SOFTWARE LICENCES

The buyer declares that it has been informed in good time before the sale (i)that the manufacturer of which the seller is the distributor is the sole owner of all rights, titles and interests, including but not limited to patents, trademarks, trade secrets and copyrights in the licensed software and, therefore, none of these rights may be transferred. It acknowledges having been informed of the content of the licence associated with the product. The licence granted is personal and cannot be transferred to any third party.

The buyer shall refrain from removing, deleting, altering the copyrights appearing on the documentation and the media and/or contents of the software, as well as from disassembling, decompiling the software(s) or diverting its use in any way whatsoever that would result in altering or infringing the property rights of the seller's manufacturer. Likewise, it undertakes not to record, reproduce, duplicate, copy, sell, sub-license or make available to any third party whatsoever, transfer, disassemble or disclose the software and related information.

The buyer acknowledges that the software is the sole and exclusive property of the seller's manufacturer and, where applicable, of the seller, and that beyond the use of the software granted, no other rights, property rights, including copyrights, are transferred to the buyer.

The buyer expressly acknowledges that the licence to use the software(s) and associated documentation is provided subject to the legal restrictions arising from the legal regulations of the governments of the countries of origin of the products (United States of America, EU, United Kingdom and/or France, etc.) which the buyer imperatively undertakes to respect. It also declares that it is aware of the legal restrictions applicable to the use, modification, reproduc- tion, publication, execution, presentation or disclosure of the licence and rights to the software and associated documentation, (i.e., DFARS 252 227 7202-3, CFR.52.227-19. This list is not exhaustive).

5.   DELIVERY - INVOICING

Delivery means the physical handing over of the product to the buyer either by the seller or by the seller's own supplier. For dematerialized products, delivery means the sending by the seller or its own supplier of the email containing the software and the key or the transmission by any means of FTP links on a platform or the sending of a link to download.

Delivery is the invoicing event, unless otherwise stated in the order accepted by the seller.

Delivery periods shall run from the latest of the following dates: the date on which the contract is complete or the date on which the seller has received the information necessary for the execution of the contract, the payment of the deposit(s) provided for in the order.

Unless otherwise agreed, delays in delivery shall not entail cancellation or modification of the contract. They shall not give rise to damages. The clauses, in particular the penalty clauses appearing on the commercial papers of our customers, are unenforceable against the seller.

The lead times appearing in an order must be expressly accepted by the seller in order to be enforceable against it. Moreover, they may only commit it under the following conditions: compliance by the buyer with the terms of payment and the payment of down payments, timely supply of technical specifications, no delay in the studies or preparatory work, respect for the economy of the site, no force majeure, no total failure to find and then implement a technical solution within 30 days in the event of a technical problem encountered in connection with the manufacture of all or part of the specific products.

In any event, penalties are capped at 3% of the workshop or store value of the product whose delivery is late. A penalty can only be applied if the delay is the exclusive fault of the seller and if it has been notified to it in writing. These penalties are fixed and final damages, exclusive of any other form of compensation.

6.  FORCE MAJEURE

Considered as force majeure or fortuitous events are events outside of the control of the parties, which they could not reasonably have foreseen, and which could not have reasonably been avoided or overcome, to the extent that their occurrence renders the performance of obligations entirely impossible.

In particular, the following are assimilated to force majeure or fortuitous events releasing the seller from its obligation to deliver within the initially planned deadlines: strikes by all or part of the staff of the seller or of its own suppliers, of its usual carriers, fire, storm or natural disaster affecting the supply centres and/or the seller's premises, war, production stoppages due to accidental breakdowns, lockout, strike, the impossibility of being supplied with raw materials, epidemics and pandemics [giving rise, where applicable but not exclusively to the implementation of containment measures, exceptional legal and regulatory provisions], thaw barriers, roadblocks, strikes or disruption of EDF-GDF supply, or supply disruption for a cause not attributable to the supplier, as well as any other cause of supply disruption that is not attributable to other suppliers.

In such circumstances, the seller shall notify the buyer in writing, in particular by fax or email, within 24 hours of the date of occurrence of the events, the contract binding the parties then being automatically suspended without compensation as of the date on which the event occurred.

If the event lasts more than ninety (90) days from the date of its occurrence, the sale contract concluded may be terminated by either party, without either party being able to claim damages. This termination will take effect on the date of the first presentation of the registered letter with acknowledgement of receipt terminating said sales contract.

7. PAYMENT TERMS

In principle, the invoice is payable in full and in a single payment within 30 days of the invoice date. Partial delivery of all or part of a lot gives rise to partial invoicing. All orders give rise to the payment of a deposit of 30% of the total amount of the order, unless otherwise agreed between the parties.

Except in cases of force majeure, any cancellation of the order by the buyer will not give rise to the reimbursement of this deposit.

Pursuant to Article L441-6 of the French Commercial Code, any delay in payment in relation to the contractual dates shall automatically give rise to a late payment penalty calculated by applying to the outstanding amount a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus seven percentage points, without this penalty affecting the payability of the debt. These penalties are due as of right and will be automatically debited from the buyer's account. Finally, the seller also reserves the right to suspend or cancel the delivery of orders in progress.

Only the actual collection of bills of exchange or LCR will be considered as being equivalent to full payment within the meaning of the general terms and conditions. By issuing its order, the buyer acknowledges its solvency and that no obstacle prevents the invoice corresponding to its order from being financed. Otherwise, it is agreed between the parties that the insolvency of the buyer shall automatically constitute a detachable fault.

The buyer irrevocably and definitively waives the right to offset an invoice from the seller against credit notes issued in respect of other pending orders and/or against any claim it may have against the seller, regardless of whether it is certain, liquid or due.

In the event of late payment, the buyer shall owe a fixed indemnity for collection costs, amounting to 40 Euros, automatically and without prior notification.

The seller may ask the buyer for additional compensation if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.

8.   RETENTION OF TITLE

The transfer of ownership of the products and specific products is suspended until full payment of their price by the buyer, in principal and ancillary costs, even if payment extensions have been granted. Any clause to the contrary, in particular inserted in the general terms and conditions of purchase, is deemed unwritten, in accordance with Article L. 624-16 of the French Commercial Code. It is expressly agreed that the seller may exercise the rights it holds under this retention of title clause, for any of its claims, on all its products which are in the buyer's possession, these products being conventionally deemed to be those which are unpaid, and the seller may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel any sales in progress.

 

The buyer may only resell its unpaid products in the normal course of its business, and may under no circumstances pledge or grant a security interest on its unpaid stocks. In the event of non-payment, the buyer shall refrain from reselling its stocks up to the amount of the unpaid products.

The buyer hereby assigns ownership of the object resulting from the processing to the seller in order to secure the seller's rights provided for above.

In the event of seizure or any other intervention by a third party, the buyer must immediately notify the seller; the processing authorisation is automatically withdrawn in the event of receivership or compulsory liquidation.

In the event of non-payment of an invoice on the due date, the seller may also cancel the sale, after sending a simple formal notice. Likewise, the seller may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the possession of the buyer, who undertakes to allow free access to its warehouses, stores or other premises for this purpose, ensuring that identification of the products is always possible.

In the event of the opening of receivership proceedings or liquidation of goods, current orders will be automatically cancelled, and the buyer reserves the right to claim the goods in stock.

This clause does not prevent the risk of the goods from being transferred to the buyer under the conditions indicated in these GTCS.

From the date of delivery, the buyer is the custodian of said goods. In the event of non-payment and unless it prefers to request the full and entire execution of the sale, the seller reserves the right to cancel the sale after formal notice and to claim the goods delivered, the return costs remaining the responsibility of the buyer and the payments made being acquired by the seller as a penalty clause.

9.   RISKS

Delivery is DAP (Incoterms 2020). The seller bears the risk up to and including international freight, unless otherwise agreed.

10.   CONFORMITY - ACCEPTANCE

It is up to the buyer, in the event of damage to the goods delivered or missing goods, to make all the necessary reservations with the carrier after delivery. In the event that the parties agree that the transport is organised by the seller, in the absence of a prior and express request when the buyer places an order, the buyer shall be deemed to be aware of the carrier's general terms and conditions and in particular the costs and compensation covered by the carrier's guarantee. The buyer is personally responsible in the event of damage or loss in the determination of liability between carriers and will receive the compensation due by the carrier with whom it will handle the claim alone, including in the event of litigation. Damage or loss shall not constitute an obstacle to the payment of the price of the products since, by these general terms and conditions, the seller subrogates it in the benefit of the compensation to be paid by the carrier.

Any product that has not been the subject of reservations by registered letter with acknowledgement of receipt within three (3) days of its receipt from the carrier, in accordance with Article L. 133-3 of the Commercial Code, a copy of which will be sent simultaneously to the seller, will be considered accepted by the buyer.

Without prejudice to the measures to be taken by the buyer vis-à-vis the carrier as described above, in the event of apparent defects or missing items, any complaint, of whatever nature, relating to the products delivered will only be accepted by the seller if it is made in writing, by registered letter with acknowledgement of receipt, within the three (3) day period provided for above.

It is up to the buyer to provide all justifications as to the reality of the defects or missing items found.

No return of goods may be made by the buyer without the express prior written agreement of the seller, obtained in particular by mail or email. The return costs will only be borne by the seller in the event where an apparent defect, or missing items, is effectively noted by it or its authorised representative.

Only the carrier chosen by the seller is authorised to return the products concerned.

When, after inspection, an apparent defect or a missing item is actually found by the seller or its agent, the buyer may only ask it to replace the non-compliant items and/or to make up the missing items at its expense, without the latter being able to claim any compensation or the cancellation of the order.

The acceptance without reservation of the products ordered by the buyer covers any apparent defect and/or missing goods. Any reservation must be confirmed under the conditions set out above.

The claim made by the buyer under the conditions and according to the procedures described in this article does not suspend the payment by the buyer of the goods concerned.

The seller may in no case be held liable for events which take place during transport, destruction, damage, loss or theft, even if it has chosen the carrier. Moreover no claim will be possible after modification or deterioration of the product or specific product by the buyer or a third party.

When a return is accepted in writing, the seller may, at its option, replace or repair the product it considers defective. The buyer may not suspend the payment due to the seller or terminate all or part of the contract because of this return.

Where installation and/or implementation has been quoted for the product, the product must be installed and/or implemented by the seller or its representatives. If the buyer uses the product before any installation and/or implementa- tion by the seller, the product will be considered irrefutably accepted.

Aesthetic, definition, resolution or image uniformity disorders constitute apparent defects that do not give rise to any warranty as long as the delivered product complies with the specifications and cannot be considered as non-conformities

The adequacy of the product to the material environment (soft and hard) of the buyer as well as to its needs is, unless otherwise stated in the seller's quote, the sole responsibility of the buyer.

Specific products give rise to acceptance operations: A verification of conformity at the end of the design/development process carried out by the seller "factory acceptance", a verification of conformity at the time of delivery carried out by the buyer ("user acceptance"). The technical acceptance (functional acceptance only for specific products supplied by the seller) is carried out in the presence of both parties.

11.   WARRANTIES

The seller's warranty only covers hidden defects. A hidden defect is a defect in the manufacture of the product making it unfit for its use and not likely to be detected by the buyer before its use. A design defect is not a hidden defect and our customers are deemed to have received all technical information relating to our products. The seller does not cover damage and wear and tear resulting from special adaptation or assembly, whether abnormal or not, of its products unless it was carried out under its supervision. The warranty is limited to the replacement or repair of its products and specific defective products. The warranty is limited to six months of use from the date of delivery or, as the case may be, from the date of acceptance.

Our warranty shall automatically cease at the end of this period. Our warranty shall automatically cease to apply if the buyer does not notify the seller of the alleged defect within ten clear days of its discovery. It is up to it to prove the day of this discovery.

In order to be able to invoke the benefit of these provisions, the buyer must:

• Notify the seller without delay and in writing of any defects which it attributes to the equipment and provide all justifications as to the reality of these defects,
• Give the seller every facility to confirm these defects and to remedy them,
• Furthermore, unless expressly agreed by the seller, refrain from carrying out repairs itself or having them carried out by a third party, or from modifying or having modified by a third party any part of said

Defects and deterioration of the products and specific products delivered following (i) the installation, even partial, carried out by the buyer, the unsuitability of the products or specific products with the buyer's computer environment, in particular the software, (ii) abnormal storage and/or conservation conditions at the buyer's premises, in particular in the event of an accident of any kind whatsoever, shall not give rise to the right to the warranty due by the seller.

Under the warranty for hidden defects, the seller shall only be liable for the replacement, free of charge, of defective goods, without the buyer being able to claim damages, for any reason whatsoever, including indirect damage or operating losses, data reconstitution, repair or replacement of the buyer's own hardware and software.

The seller guarantees its products against hidden defects, in accordance with the law, customs, case law, and under the following conditions:

• the guarantee only applies to products that have lawfully become the property of the buyer;
• it applies only to products and specific products entirely manufactured by the seller's supplier
• it is excluded if (i) our products have been used in unforeseen conditions of use or performance, (ii) the product or its environment have been modified, (iii) the consequences of insufficient appreciation of the environment in which the products have been

Aesthetic or visual disorders are never covered by the warranty.

12.  RESTRICTIONS

Export restrictions: the buyer undertakes not to export or re-export any user licence in violation of any law, decree or other standard issued by the United States of America, the EU, the United Kingdom and/or France. Any export request must be handled by the buyer in collaboration with the seller so that it is carried out in strict compliance with the rules applicable in the above-mentioned territories and more generally in countries that have implemented restrictive regulations;

Transfer restrictions: the buyer expressly declares and undertakes that the licences are reserved for its personal use, as an end user. If the buyer wishes to transfer its licence to a subsidiary, it must first inform the seller and obtain the seller's express written consent.

Restriction of use: the buyer undertakes to put in place without delay a procedure allowing the instantaneous identification of the user of each licence and undertakes to justify this on first request from the judicial or police authorities as well as consequently restrict the access of each station where the software can be used to a single dedicated user.

13.   INSURANCE - DISPUTES

The insurance policies taken out by the buyer must include a waiver of recourse clause.

The entire liability of the seller and that of its employees for any failure, negligence or fault arising during the execution of the services, deliveries and installations shall be limited to the amount of the services and products in question, in order to cover claims of any kind (including interest and costs), regardless of the number of actions, grounds invoked or parties to the disputes.

This provision shall not apply to any liability for death or personal injury, or to any other liability which cannot be excluded or limited by law. Furthermore, the seller's liability cannot be engaged in the following cases:

• following a failure or deficiency of a product, specific product or service whose supply or delivery is not the responsibility of the company or its subcontractors and own suppliers, if any;
• for facts and/or data that do not fall within the scope of the contract and/or are not an extension of it;
• if the results of the services or products are used for a purpose or in a context different from the one in which they were provided, if the recommendations are incorrectly implemented or if the reservations of the seller or its own supplier are not taken into
• in case of aesthetic or visual

In the event of a dispute, the parties undertake to seek an amicable solution. They undertake to enter into a participatory procedure agreement in accordance with Article 2063 of the Civil Code, unless the object of the dispute concerns the recovery of sums due to the seller. Any dispute shall fall within the exclusive jurisdiction of the court in whose jurisdiction the seller's domicile is located. The law applicable to this contract is French law to the exclusion of any international treaty.

General Conditions of Sale

ST Engineering Antycip

9, avenue du Marais

Parc des Algorithmes - Bât. Platon B.P. 30172 95105 Argenteuil Cedex France

 

Tél. : +33 (0)1 39 96 22 40

Fax : +33 (0)1 30 76 29 73

S.A.S. au capital de 79 102 € RCS Pontoise : 502 753 197

TVA FR 07 502 753 197