1. GENERAL TERM

1.1. The present general terms and conditions of sales (hereinafter referred as CGV) apply to all our offers, order confirmations and delivery of products.

1.2. Any order implies the unconditional agreement of theses CGVs, notwithstanding any other provisions to the contrary that may appear on an order, general conditions of sales or any other document, unless otherwise explicitly accepted by writing by KOMAX. The eventual acceptance by KOMAX of a specification contrary to one or several terms of these CGVs does not affect the validity of the other terms which remain applicable by express agreement. Tacit or express waiver by KOMAX to prevail at a given time of one of any terms of these CVGs cannot be construed as waiver to subsequently prevail on one of any of the terms of the mentioned CGVs.

1.3. In the event of modification of these CGVs, the new CGVs will become applicable as soon as they will be communicated to the purchaser. However, they will not be applicable to orders being processed, except in the event of legal obligations. In the event of deliveries by lots, the new CGVs will apply as of the delivery following the communication to the purchaser of the new general terms and conditions of sales.

2. FORMATION OF THE CONTRACT

2.1. Offers made by KOMAX are non-binding on their part.

2.2. Orders received by KOMAX are final and binding only after written acceptance on their part.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. KOMAX is the owner of all intellectual property rights for their products.

3.2. Studies, plans, drawings and documents submitted to or sent by KOMAX remain their property and cannot be divulgated to third parties, nor exploited, used or reproduced without express prior written authorization by KOMAX. These documents must be returned to KOMAX if the order is not carried out.

3.3. No infringement can be made to the intellectual property rights for which KOMAX is the holder.

4. PRICES

KOMAX prices are communicated upon request by estimates.

5. CONDITIONS OF PAYMENTS

5.1. Payments are made to the head office of KOMAX.

5.2. KOMAX reserves the right to choose one of the following means of payment, a choice which will be make known to the purchaser upon written confirmation of an order:

– Check upon receipt of the invoice,

– SWIFT transfer upon receipt of the invoice,

* Bill of exchange that must be returned to KOMAX, accepted, within eight days of its mailing,

* Documentary credit issued by a bank accepted by KOMAX, irrevocable and confirmed by a French bank.

5.3. KOMAX reserves the right to request specific guarantees (pledge, bond, collateral security, mortgages, etc.).

5.4. No discount is applied for prepayments.

6. DELAYS AND DEFAULT IN PAYMENT

6.1. All delays and default in payment, as for any breach of contract from the purchaser, could entail the resolution of all orders, without prior formal notice and without prejudice to any other actions.

6.2. In the event of payment by instalments, default in payment of any of the deadlines will automatically entail an event of default, the total of the sums due becoming immediately payable even if they are not yet overdue no matter what method of payment is planned.

In the event of deliveries by lots, default in payment according to the agreed deadline for even one delivery gives KOMAX the right to retain future deliveries.

6.3. All delays in payment will give way, ipso juro and without prior formal notice, to the application of penalties for delays, for which the interest rate is equal to one and a half the legal interest rate.

6.4. If KOMAX is under the obligation to forward a formal notice to the purchaser for default in or delay of payment, the sums due will become immediately and automatically marked up, on account of damages, for an indemnity equal to 15 % of their amount, plus legal fees and official interests.

7. DELIVERY

7.1. Except as otherwise stated herein, delivery is deemed executed within the plants of KOMAX.

7.2. KOMAX reserves the possibility to proceed with partial deliveries to fulfill an order.

7.3. No delay in delivery can give way to the possibility by the purchaser to cancel the sale, reduce the price, refuse the delivery or payment, nor claim damages and interests or delay penalties or execute a deduction or compensation, unless the purchaser can prove a serious fault on the part of KOMAX or that delays exceed two months.

KOMAX is released notably by full right of all commitments regarding delays in delivery in the event that conditions of payment where not respected by the purchaser and for any fortuitous event or acts of God.

7.4. When the merchandise is ready for removal, the purchaser is under the obligation, after notice, to proceed with removal within a delay of two weeks. The non-execution of this obligation gives KOMAX the right to stock the merchandise at the purchaser’s costs and risks and chose the means of transportation and carrier the latter belonging in this case to KOMAX.

8. TRANSFER OF RISKS

8.1. Whatever the terms and conditions of sales, and except agreement to the contrary by express agreement, the products shipped in France always travel at the risks and perils of the purchaser.

8.2. For foreign sales, the transfer of property and risks is governed by an Incoterm agreed upon during the order (according to the latest edition of Incoterms of the International Chamber of Commerce).

9. NON CONFORMITY – RETURN

9.1. The purchaser assumes the obligation to verify the condition of merchandises upon receipt and accept reception if they are in good condition and comply with his order. In the absence of, all fees inherent to a refusal will be his responsibility.

KOMAX will not incur any responsibility for delivery of non-conform products, in the event that the purchaser did not take upon himself or have a third party make the said verification or in the event that a partial, incorrect or tardy verification is made.

9.2. In the event of contestation for apparent conformity of merchandises upon delivery, only the claims duly recognized by written provisions on the delivery slip in the presence of the carrier’s driver and confirmed within three days by registered letter to the carrier and KOMAX, will be considered. In such a case, the consignee must keep the merchandise in the same condition for a minimum of ten days. The purchaser who does not respect this procedure loses all rights of review.

9.3. Contestations of non-apparent non-conformity of merchandises can only be considered if KOMAX receives notification by registered letter with acknowledgement of receipt within fifteen days following the receipt of the merchandises and only if the merchandises are maintained in proper storage conditions.

9.4. No return of merchandise will be accepted without prior written approval by KOMAX, whatever the reason for the return. The accepted return of products acknowledged non-conform by KOMAX will give way to their replacement at the expense of KOMAX, excluding all indemnities or damages and interests.

10. WARRANTY

The purchaser benefits from a standard warranty for all defects that appear within a period of 1 year beginning upon delivery for usage of the good as defined in the order.

The warranty is terminated:

– In the event of faults or negligence by the purchaser,

As warranty, KOMAX will replace at no charge, parts acknowledged faulty by their technical services.

The warranty does not cover costs for labor, disassembly, reassembly, shipping of parts, handling, and costs inherent to visits by KOMAX’s technician.

The replacement of parts does not subsequently lead to an extension of the warranty.

The standard warranty does not exclude legal guarantees against hidden defects, exception made of sales to professionals within the same specialization.

11. FORCE MAJEURE

In case of events of Force majeure all contractual obligations from KOMAX will be suspended.

Force majeure is made up of all events beyond the control of KOMAX and which obstruct normal operations regarding manufacturing or delivery of products, and include KOMAX, their suppliers, subcontractors, carriers or other partners.

Force majeure is defined notably as (but not limited to this list) complete or partial strikes, lock-outs, fires, wars, riots, floods, storms, epidemics, natural disasters, damages or interruptions of transportation, supply of energy, raw materials or packaging.

12. RESERVATION OF TITLE

ALL PRODUCTS REMAIN THE PROPERTY OF KOMAX UNTIL FULL PAYMENT OF THEIR PRINCIPAL AND INTERESTS. IN THE EVENT OF DEFAULT IN PAYMENT WITHIN THE AGREED DUE DATE, THE SALE CAN BE TERMINATED AUTOMATICALLY AND THE DOWN PAYMENTS PREVIOUSLY MADE REMAINING ACQUIRED BY KOMAX WITHOUT THE NEED OF PRIOR FORMAL NOTICE. SUBSEQUENTLY, THE PURCHASER DENIES HIMSELF THE RIGHT TO PLEDGE THEM, AND COMMIT TO INSURE AT HIS EXPENSE, THEIR PROPER PRESERVATION AS WELL AS TO TAKE OUT AN INSURANCE COVERING RISKS OF LOSS, THEFT OR DESTRUCTION OF THE SAID PRODUCTS SUBJECT TO RESERVATION OF TITLE, BY INFORMING THE INSURANCE AGENT OF THE RESERVATION OF TITLE OF KOMAX. IN THE EVENT OF REMITTANCE OF A CHECK OR COMMERCIAL PAPER, PAYMENT WILL BE DEEMED COMPLETE ONLY UPON ACTUAL RECEIPT.

13. JURISDICTION AND APPLICABLE LAWS

ALL DISPUTES REGARDING SALES PERFORMED BY KOMAX, AND THE APPLICATION AND INTERPRETATION OF THESE CGVS, ARE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF BOURG EN BRESSE, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR CLAIMS UNDER THE WARRANTY. THE APPLICABLE LAWS FOR ALL THE SALES BY KOMAX ARE THE FRENCH LAW, WHATEVER THE LOCATION OF DELIVERY.