General Terms and Conditions of Sale

Article 1Content and scope

1.1 General provisions

These General Terms and Conditions of Sale apply to all customers of the Supplier (hereinafter the Buyer ») in accordance with Article L441-6 of the French Commercial Code.

Any order for Products and Services placed with HESION implies the Buyer's unconditional acceptance of and full adherence to these General Terms and Conditions of Sale, which take precedence over any other document issued by the Buyer, particularly any general terms and conditions of purchase, unless expressly agreed otherwise by the Supplier.

Any document other than these General Terms and Conditions of Sale, including the Supplier's catalogues, brochures, advertisements, instructions and price lists, is provided for information and guidance only and is not contractually binding. The Supplier is entitled to make any changes it deems appropriate at any time and without notice.

In accordance with current regulations, the Buyer acknowledges that the Supplier provided these General Terms and Conditions of Sale on its own initiative before the order form was signed.

1.2 Specific Terms and Conditions of Sale

The Supplier alone reserves the right to propose departures from certain clauses herein to the Buyer, depending on negotiations with the Buyer, by drawing up specific terms and conditions of sale negotiated by mutual agreement.

1.3 Differentiated Terms and Conditions of Sale

The Supplier may also establish category-specific general terms and conditions of sale that depart from these General Terms and Conditions of Sale, depending on the type of customer concerned (distributors or export customers, for example), based on objective criteria. Buyers meeting these criteria will then be subject to those category-specific general terms and conditions of sale.

Article 2Orders for Products and Services

From the date a quotation is sent by any means (including email), the Buyer has thirty (30) calendar days to accept the Supplier’s offer. Sales become binding only upon the Buyer’s express written acceptance of the quotation, evidenced by signing an order « Acknowledgement ».

All orders are irrevocable, unless a change or cancellation is expressly accepted in writing by the Supplier.

Any changes requested by the Buyer will be subject to a new offer from the Supplier, an adjustment to the purchase order and, where applicable, a price adjustment.

If the Buyer changes the order, the Supplier will no longer be bound by the deadlines agreed for fulfilling the original order. Any cancellation of an order by the Buyer will render the full purchase price inclusive of VAT stated on the invoice issued by the Supplier immediately payable.

Article 3Delivery of Equipment

3.1 Ordering Procedures

Subject to the provisions of the « Transfer of Title » article below, sales of Equipment become binding only upon the Supplier’s express written acceptance of the Buyer’s order, evidenced by an « Acknowledgement » issued by the Supplier, and payment of the deposit due on that date.

By way of exception to the foregoing, the Buyer’s silence for a period of 7 (seven) working days from receipt of the Equipment order will constitute acknowledgement of receipt.

3.2 Equipment Delivery Times and Arrangements

The delivery time stated in the Supplier’s offer is provided for information and guidance only and may under no circumstances be construed as an obligation on the Supplier to achieve a specific result. The Supplier may not be held liable for any delay.

The Supplier will use its best efforts to meet the delivery time indicated when the order is accepted.

Delivery times are automatically extended, in particular for the following reasons: force majeure, circumstances beyond the Supplier’s control (strikes, freezing weather, fire, storms, flooding, epidemics, supply difficulties, delays attributable to other trades or additional works, delays attributable to the Buyer itself), this list being non-exhaustive.

Any delay beyond the delivery time initially indicated may not justify cancellation or termination of the order placed by the Buyer and accepted by the Supplier, nor give rise to any penalty or compensation.

3.3 Shipping

All deliveries are shipped in accordance with the Incoterms defined when the order is placed.

They are arranged by the Supplier or the customer using the carrier of their choice.

They are made to the Buyer’s address specified on the purchase order.

Where the Supplier arranges transport of the Equipment, the risk of loss of or damage to the Equipment passes to the Buyer upon receipt by the latter.

By way of exception to the foregoing provisions, deliveries outside mainland France will be governed by the INCOTERMS in force on the date the purchase order is concluded.

3.4 Transfer of Title

All sales of Products are subject to a retention of title clause.

Title to the Equipment will pass to the Buyer only once the latter has paid the price in full, regardless of the delivery date of said Equipment. Payment of the price means actual receipt of the order price, including the principal amount and ancillary charges. Any provision to the contrary, particularly in the general terms and conditions of purchase, will be deemed unwritten, in accordance with Article L. 624-16 of the French Commercial Code.

3.5 Transfer of Risk

The risk of loss and damage will pass to the Buyer upon receipt of the Equipment at the location specified in the order, independently of the transfer of title and regardless of the payment date.

3.6 Receipt of Equipment

The Buyer must check the apparent condition of the Equipment upon delivery. Unless the Buyer expressly records reservations upon delivery, the Equipment delivered by the Supplier will be deemed to comply with the order in terms of quantity and quality.

In the event of damage to the Equipment delivered or missing Equipment, the Buyer is responsible for lodging all necessary reservations with the freight forwarder or carrier. Any Equipment for which no reservations have been lodged with the freight forwarder or carrier by registered letter with acknowledgement of receipt within three (3) days of receipt, in accordance with Article L. 133-3 of the French Commercial Code, with a copy sent simultaneously to the Supplier, will be deemed accepted by the Buyer. The Buyer is responsible for providing all evidence substantiating any defects or shortages identified.

3.7 Equipment Returns

The Buyer may not return any Equipment without the Supplier’s prior express written agreement. Where applicable, returns authorised by the Supplier will be limited to Equipment that has not been modified or altered in any way. Return shipping and packaging costs will be borne by the Buyer.

The Supplier accepts no liability for loss of or damage to a returned parcel.

Where an apparent defect or shortage is confirmed upon inspection by the Supplier or its representative, the Buyer may only request that the Supplier replace the non-conforming items and/or supply the missing items at the Supplier’s expense, without entitlement to any compensation or cancellation of the order.

Acceptance without reservation of the Equipment ordered by the Buyer precludes any claim for apparent defects and/or shortages.

Any claim made by the Buyer under the conditions and procedures described in this article does not suspend the Buyer’s obligation to pay for the Equipment concerned. The Supplier may under no circumstances be held liable for transport, destruction, damage, loss or theft, even if it selected the carrier.

Article 4Provision of Services

4.1 Conditions

The Services will be performed in accordance with good industry practice and applicable standards and regulations.

Service response times are provided for information and guidance only. They are not binding deadlines, and the Supplier may not be held liable to the Buyer in this respect.

4.2 Changes

Any changes requested by the Buyer may only be taken into account, subject to the Supplier’s capabilities and at its sole discretion, if they are notified in writing at least ten (10) days before the scheduled date for provision of the Services, following the Buyer’s signature of a specific purchase order and any applicable price adjustment.

If the Buyer changes the order, the Supplier will no longer be bound by the deadlines agreed for its fulfilment.

If the Buyer makes a specific request concerning the conditions for provision of the Services, duly accepted in writing by the Supplier, the related costs will be invoiced separately as an additional charge, based on a quotation previously accepted by the Buyer. Where applicable, cancellation of said Services by the Buyer will render the full purchase price inclusive of VAT stated on the invoice immediately payable.

Before any commissioning work, the Buyer must check that its property is properly prepared for the Equipment ordered and, where necessary, make any adaptations required for installation at its own expense.

If the Supplier is unable to carry out commissioning due to the Buyer and/or any third party appointed by the Buyer, the Buyer will be required to pay for the service not performed, and subsequent commissioning will be subject to a new order invoiced to the Buyer.

4.3 Acceptance of Services

The Supplier and the Buyer will carry out acceptance of the Services (hereinafter « Acceptance ») once they have been fully completed. Acceptance will be recorded in a report signed by the parties and will constitute final Acceptance.

Unless the Buyer expressly raises reservations or claims upon acceptance of the Services, they will be deemed to comply with the order in terms of quantity and quality.

The Buyer will have 24 hours from Acceptance of the Services to submit such reservations or claims to the Supplier by registered letter with acknowledgement of receipt, together with all supporting evidence. No claim may be validly accepted if the Buyer fails to comply with these formalities and deadlines. The Supplier or its representative will rectify (insofar as possible), as soon as practicable and using appropriate methods approved by the Buyer, any Services whose non-conformity has been duly demonstrated by the Buyer.

Article 5Refusal of Orders

If a Buyer places an order for Products and Services with the Supplier without having paid for previous order(s), the Supplier may refuse to fulfil the order, deliver the Equipment concerned or perform the Services ordered, without the Buyer being entitled to any compensation whatsoever.

Article 6Rates - Prices - Price Schedule

Products and Services are supplied at the Supplier’s rates in force on the date the order is placed, in accordance with the quotation or specific commercial proposal sent to the Buyer. These rates are firm and non-revisable during their validity period, as indicated by the Supplier.

By way of exception to the foregoing provisions, the terms of sale for Products and Services exported outside mainland France will be defined by the INCOTERMS in force on the date the purchase order is concluded.

Article 7Payment

7.1 Terms

A deposit corresponding to a percentage of the total purchase price of the aforementioned Products and Services is required when the order is placed.

The price is payable in full in a single payment, less the deposit paid, in accordance with the terms negotiated between the Buyer and the Supplier.

This payment period is specified on the invoice sent to the Buyer.

7.2 Late Payment

If the Buyer fails to pay the sums due within the period specified above and after the payment date shown on the invoice sent to it, late payment penalties calculated at an annual rate of 8 % of the VAT-inclusive price stated on said invoice will automatically become payable to the Supplier, without any formalities or prior formal notice.

Late payment will render all sums owed by the Buyer immediately payable, without prejudice to any other action the Supplier may be entitled to take against the Buyer in this respect.

In addition, if the payment terms set out above are not complied with, the Supplier reserves the right to suspend and/or cancel delivery of outstanding orders or suspend performance of its obligations.

Finally, a fixed recovery fee of forty (40) euros will automatically apply in the event of late payment, without prior notification to the Buyer. The Supplier reserves the right to request additional compensation from the Buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

The Supplier will not grant any discount for payment before the date shown on the invoice within a period shorter than that specified in these General Terms and Conditions of Sale.

Article 8Supplier’s Liability – Warranty

8.1 Warranty Against Apparent and Hidden Defects

In accordance with statutory provisions, the Supplier warrants the Buyer against :

(i) any non-conformity of the Equipment (ii) any hidden defect arising from a design defect in the Equipment, excluding any negligence or fault on the part of the Buyer.

Where Equipment is sold without installation, the Equipment delivered by the Supplier is covered by a contractual warranty of 2 (two) years from the date of delivery of the Equipment.

Where Equipment is sold with installation, the Equipment delivered by the Supplier is covered by a contractual warranty of 2 (two) years from the commissioning date.

This warranty is limited to correcting, at the Supplier’s workshops, software errors reported by the Buyer and replacing non-conforming or defective Equipment, the cost of returning such Equipment to the Supplier being borne exclusively by the Buyer.

During the warranty period, replacement of defective Equipment will not extend the warranty period specified above. After the warranty expires, any replaced Equipment will be covered by a new « parts and labour » warranty of 12 months from completion of the repair.

If work at the Buyer’s site proves necessary, the transport, accommodation and travel expenses of the Supplier’s personnel will be borne by the Buyer.

Article 9Limitation or exclusion of warranty clause

Any warranty not expressly provided for is excluded. All warranties are excluded in the event of misuse, negligence or lack of maintenance, inadequate supervision, damage or accidents resulting from impact, dropping or modification of the Equipment by the Buyer, as well as in the event of normal wear and tear of the Product or force majeure. This warranty also excludes any compensation for business interruption losses resulting from a malfunction of any software.

The Supplier may only be held liable in the event of proven fault or negligence in the performance of Services, and its liability is limited to direct losses, excluding any indirect losses of any kind. In all cases where the Supplier is held liable, its liability shall be limited to reimbursement of the amount excluding VAT paid by the Buyer for the purchase of the Equipment or the provision of Services.

Article 10Retention of title clause

The Supplier retains ownership of the Equipment sold until the Buyer has paid the price in full, entitling it to repossess said Equipment. Any deposit paid by the Buyer shall be retained by the Supplier as lump-sum compensation, without prejudice to any other action it may be entitled to bring against the Buyer on these grounds.

By express agreement, the Supplier may exercise its rights under this retention of title clause, in respect of any of its outstanding claims, over all of its Equipment in the Buyer's possession, which shall be presumed by agreement to be unpaid for. The Supplier may repossess or claim such Equipment in settlement of all its unpaid invoices, without prejudice to its right to terminate ongoing sales.

However, the risk of loss and damage shall pass to the Buyer upon receipt of the ordered Equipment at the location specified on the order. The Buyer therefore undertakes to insure the ordered products at its own expense, for the benefit of the Supplier, under an appropriate insurance policy until ownership has fully transferred, and to provide the Supplier with proof of such insurance upon delivery. Failing this, the Supplier shall be entitled to delay delivery until such proof is provided.

Article 11Hardship

These general terms and conditions of sale expressly exclude the statutory hardship provisions set out in Article 1195 of the French Civil Code for all sales of Equipment by the Supplier to the Buyer. The Supplier and the Buyer therefore each waive their right to invoke Article 1195 of the French Civil Code and the hardship provisions it contains, undertaking to fulfil their obligations even if the contractual balance is disrupted by circumstances that were unforeseeable at the time the sale was concluded, even where performance becomes excessively onerous, and to bear all resulting economic and financial consequences.

Article 12Early termination

If the Buyer fails to comply with any provision of the General Terms and Conditions, particularly in the event of failure to pay all or part of the price in accordance with the agreed terms or to fulfil its obligations, the Supplier reserves the right to terminate the current order or contract without notice or compensation.

Termination shall then take effect automatically one (1) month after a formal notice has been sent by registered letter and has remained wholly or partly unheeded.

Article 13Force Majeure

Neither the Supplier nor the Buyer may be held liable if the failure to perform or delay in performing any of its obligations as described herein results from an event of force majeure within the meaning of Article 1218 of the French Civil Code.

Article 14Intellectual property

The Supplier retains ownership of all intellectual property rights in the studies, drawings, models, prototypes, etc, produced (even at the Buyer's request) for the sale of Equipment or the provision of Services to the Buyer. The Buyer therefore undertakes not to reproduce or use said studies, drawings, models and prototypes, etc, without the Supplier's express prior written consent, which may be subject to financial compensation.

Article 15Data collection

Personal information that may be collected by the Supplier is primarily used to process the Buyer's orders. It is recorded in the Supplier's customer database, and the database thus compiled from personal data is registered with the CNIL.

In accordance with the provisions of French Act n° 78-17 of 6 January 1978, as amended, on information technology, data files and civil liberties, you have the right to access, enquire about, amend and delete information concerning you. You may exercise these rights at any time by contacting the Supplier directly through the website's « Contact us » section, by post at the following address: 1, Allée de la Rhubarbe 78260 Achères, or by email at the following address:

gestion@hesion.fr For security reasons and to prevent fraudulent requests, your request must be accompanied by proof of identity. This proof will be destroyed once the request has been processed.

The information collected may be disclosed to third parties contractually engaged by the Supplier to carry out outsourced tasks necessary for managing your account, without requiring your authorisation (delivery, maintenance etc.).

In the event of a proven breach of statutory or regulatory provisions, this information may be disclosed upon an express and reasoned request from the judicial authorities. If you do not wish this to happen, please cross out the appropriate option: Yes - No.

Article 16Jurisdiction

The Supplier elects its registered office at 1, allée de la Rhubarbe in Achères (78260) as its address for service.

For any dispute concerning the application, interpretation or performance of these general terms and conditions of sale, contracts for the sale of Equipment or provision of Services entered into by the Supplier, or payment of the price, the contracting parties shall consult and negotiate and, recognising their mutual interests, endeavour to reach a satisfactory amicable settlement. If an amicable settlement cannot be reached, the dispute shall be submitted to the Commercial Court of VERSAILLES, irrespective of the place of ordering, delivery of the Equipment, performance of the Services or payment, or the method of payment, including in the event of third-party proceedings or multiple defendants.

Article 17Waiver

The Supplier's failure to invoke any provision herein at any given time shall not constitute a waiver of its right to invoke that provision subsequently.

Article 18Governing law

Any matter relating to these general terms and conditions of sale or the sales they govern that is not addressed by these contractual provisions shall be governed by French law to the exclusion of any other law and, on a supplementary basis, by the Vienna Convention on the International Sale of Goods.