GENERAL TERMS AND CONDITIONS OF SALE

Unless otherwise stipulated in writing and in advance, all our offers and contracts are subject to
these General Terms and Conditions of Sale.
The customer is deemed to have taken cognizance of them and accepted them unconditionally, any
order accepted by COMPELMA implying the customer’s adherence to these General Terms and
Conditions of Sale, which constitute the law between the parties, to the exclusion of all other
conditions and in particular
any possible General Purchasing Conditions of the customer.
General Terms and Conditions of Sale.
Any derogation from these General Terms and Conditions of Sale shall only be valid after written
agreement from COMPELMA given for that purpose. Specific conditions may in particular be
stipulated in an offer, said specific conditions prevailing in the event of conflict with these
COMPELMA reserves the right to modify these General Terms and Conditions of Sale at any time, the
new General Terms and Conditions of Sale applying to any new offer or order, whatever the past
relations between COMPELMA and the customer.

I. QUOTATIONS – ORDERS
The quotations presented by COMPELMA are only valid for the period indicated on the quotation. In
the absence of a specified validity period, the conditions of a quotation may be modified as long as
the customer has not accepted the quotation in writing.
An order cannot be considered final until it has been accepted in writing and signed by COMPELMA.
COMPELMA is not bound in particular by orders placed by its representatives or employees unless a
written and signed confirmation is received. Acceptance may also result from the shipment of the
Products. Any order is placed subject to all reservations concerning production capacity or stock
availability.
COMPELMA only manufactures or has manufactured Products on the specific order of its customers
and according to technical characteristics specific to each of them, any final order cannot be
cancelled, even partially, by the customer, except to give rise by right to
the payment of a penalty equal to 80% of the VAT-exclusive value of the Products ordered and
cancelled, with a minimum of €200 (Euro) VAT-exclusive per order.
A final order can only be modified with the written acceptance of COMPELMA and subject to the
payment of modification fees. These fees will take into account the costs incurred by COMPELMA
and any potential loss resulting from the modification.
A modification of an order registered after a possible modification of the prices of COMPELMA will
automatically lead to the application of the new prices.

II. PRICE
The customer’s invoicing is done at the prices indicated on the quotation or offer.
COMPELMA reserves the right to modify its prices at any time. In this event, the new conditions
apply to any order or offer subsequent to the price modification.
Unless otherwise stipulated in writing and accepted by COMPELMA, the prices are understood to
include standard packaging costs and transport costs for any delivery in France, COMPELMA
reserving the right to choose the means of transport.
In the event that the customer requests to benefit from specific packaging or a specific means of
transport, these will be the subject of separate invoicing.
The prices are understood to include insurance and handling costs.

III. PAYMENT
Invoices are payable in pro forma or upon receipt by the customer, or according to any other
conditions agreed by COMPELMA and rigorously stipulated at the time of the order.
Failure to pay an invoice by the due date makes the payment of all other invoices immediately due,
even if they have been the subject of bills of exchange.
This failure to pay an invoice gives us the possibility of demanding payment in cash before the
dispatch or delivery of any new supply, whatever the conditions of the order to which it relates.
When payments are made by bank transfer, each party shall bear the transfer fees charged by its
own bank.
In the event of late payment, failure to return or non-acceptance of a bill of exchange, late payment
interest shall be charged by right from the due date at a rate equal to one and a half times the legal
rate in force, without prejudice to any other recourse on the part of COMPELMA.

IV. TRANSFER OF RISK – TRANSPORT
Unless otherwise stipulated, the transfer of risk to the customer takes place as soon as the goods
leave the factory or are made available to the customer. It is up to the customer to check the goods
upon delivery and to exercise his recourse directly against the carrier.
To cover himself in the event of a breach or defect, the customer must imperatively:
report it on the carrier’s delivery note;
send a registered letter with acknowledgment of receipt to the carrier within 2 days of receiving the
goods.
No recourse against COMPELMA shall be possible due to damage occurring during transport.
However, the customer shall keep COMPELMA informed of any recourse against the carrier by
sending him a copy of said letter and the delivery note.
COMPELMA is responsible for choosing the means of transport and the route, without however
guaranteeing that they will be at the lowest price. If the buyer requires another mode of shipment,
he shall bear any additional costs.
Shipments will only be insured against transport damage upon request of the buyer and at his
expense.
In the event of unforeseen events such as risks of war, the outbreak of armed conflict, closure of
maritime routes and other cases of force majeure, COMPELMA reserves the right to charge
surcharges on the agreed insurance and transport costs.

V. DELIVERIES
Unless otherwise specified on the order form, delivery times are stipulated ex works on the condition
that all elements necessary for production are assembled. They are only given as an indication and
do not bind COMPELMA, which undertakes however to do its utmost
to deliver
within the deadlines indicated by COMPELMA on the quotations or offers, subject however to the
buyer fulfilling on his part all the
obligations incumbent upon him and that no event outside the control of COMPELMA disrupts the
preparation of the order.
Failure to deliver within the specified time limit may not lead to the refusal or cancellation of the
order, nor any compensation to the customer.
COMPELMA accepts no responsibility with regard to transport times.
In the event of late delivery or non-receipt of the goods due to the customer, COMPELMA may: (i)
either consider the order cancelled to the extent of the undelivered goods, which shall in no case
give rise to any reimbursement, even partial, on the part of
COMPELMA and shall entitle it to full payment of the order as if it had been normally delivered, (ii) or
keep the goods at the disposal of the
customer at his own risk and peril and at his exclusive expense, until their delivery against payment
of the costs thus incurred by the customer.
Partial deliveries are permitted.
If COMPELMA is prevented from delivering due to the interruption of its own activities or those of its
suppliers which could not have been avoided by habitual actions, the delivery time will be extended
accordingly. If delivery is made impossible due to these
interruptions, COMPELMA will no longer be subject to its obligation to deliver, without the buyer
being able to claim damages.
All necessary measures for the import of the goods covered by the contract into the customer’s
country, such as all import licences and foreign exchange authorisations, shall be undertaken in good
time by the customer. If the latter learns that certain circumstances risk
preventing import, he must immediately inform COMPELMA. If obtaining the documents necessary
for importation is called into question,
COMPELMA reserves the right to terminate the contract at the end of an additional period of one
month which has remained without effect, except to give rise by right to the payment of a penalty
equal to 100% of the VAT-exclusive value of the Products ordered and cancelled.
For deliveries to be made in countries of the European Union, the customer must communicate his
intra-community identification number to COMPELMA at the time of the order. In the absence of or
in the case of communication of an incorrect number, COMPELMA shall be entitled to claim
damages.
No sharing of responsibilities shall be acceptable, COMPELMA having in particular no obligation to
verify or have verified the accuracy of a
communicated intra-community identification number. The same shall apply if the buyer does not
provide COMPELMA with any confirmations that may be necessary concerning the transport and the
final destination of the goods.

VI. FORCE MAJEURE
Any event of force majeure shall have the effect of suspending the performance by COMPELMA of its
obligations until the cessation of said event. The following events are, among others, constitutive of
force majeure: fire, flood, stoppage or delay in transport, failure of a supplier or
a subcontractor, strikes of any nature, lock-out, breakdowns, civil war, interruption or delay in
supplies, disaster of any
nature, act of God…

VII. RESERVATION OF TITLE CLAUSE
COMPELMA reserves full ownership of the goods delivered until receipt of full payment, including
any interest, expenses and accessories.
Notwithstanding this reservation of title, the customer bears the burden of the risks in the event of
loss, theft or destruction of the goods from the time they are handed over to the carrier. The
customer therefore undertakes to take out, upon confirmation of his order or acceptance by him of
the offer made by COMPELMA
to that third party, an insurance contract guaranteeing these risks.
In the event of late payment or non-payment, COMPELMA may, if it so wishes, take back the
Products sold which remain unpaid (the return of the Products being then at the customer’s expense)
and, in the event of judicial reorganisation or liquidation of the customer, exercise an action in
revendication.
The customer shall ensure that no creditor seizes the articles the ownership of which has not yet
been transferred to the customer due to their non-payment. In the event of unlawful seizure by a
third party of the article sold, the customer must make known the ownership right of COMPELMA to
that third party and
inform COMPELMA immediately.
Any transformation or rearrangement of the articles sold shall always be made for the benefit of
COMPELMA. If the transformed or rearranged object is inseparable from other objects which are not
the property of COMPELMA, COMPELMA shall become co-owner of the new object in proportion to
the value of the object
sold in relation to the other elements, at the time of the transformation.

VIII. CLAIMS
For any claim relating to a defect or a lack of conformity of the Products delivered to be admissible, it
must be introduced within 3 days of receipt of the goods or of the discovery of the defect in the case
of a hidden defect, by means of a registered letter with acknowledgment of receipt.
It is up to the customer to provide all justification as to the reality of the defects or defects observed.
The repair or replacement of the article at the expense of COMPELMA is conditional upon the
verification by COMPELMA of the reality of the defect or the defect invoked. The corresponding
credit notes will only be established
after verification and acceptance.
In the event of apparent defects or lack of conformity of the Products delivered duly observed by
COMPELMA, COMPELMA can only be held to repair or replace said Products at the discretion of
COMPELMA, without any compensation or damages of any kind being able to
be claimed from it.
The introduction of a claim, whatever the cause, cannot allow the customer to delay or withhold
payment of a sum that has fallen due.
No return of goods, for whatever reason, can take place without the prior written agreement of
COMPELMA.

INDUSTRIAL PROPERTY RIGHTS
If third-party industrial property rights are infringed by the production of goods based on technical
drawings or other data provided by the customer, the customer shall then be solely liable towards
third parties, the responsibility of COMPELMA being in no case able to be sought.

PARTIAL INVALIDITY
If any provision of these General Terms and Conditions of Sale proves to be or becomes partially or
totally null and void or without effect, the nullity of that provision shall have no effect on the validity
of the other provisions, which shall remain valid.

APPLICABLE LAW – COMPETENT JURISDICTION
These General Terms and Conditions of Sale, as well as all transactions covered by them and/or
related to the sale by COMPELMA of its Products to customers, are governed, interpreted and
performed in accordance with French law.
In the event of a dispute or disagreement between the parties, the courts of the jurisdiction of the
registered office of COMPELMA shall have exclusive jurisdiction.
Any application of the United Nations Convention of 11 April 1980 on Contracts for the International
Sale of Goods (CISG) is excluded.

MINIMUM ORDER
Orders for an amount less than €250 excluding VAT are not accepted. In the event that an order that
does not meet this condition is sent to us, our company will apply the billing of this minimum
amount.

IX. SPECIAL MANUFACTURING
In the case of orders requiring specific research and prototype development costs, we reserve the
right to request the payment of advance payments, the amount and deadlines of which are specified
either in our quotation or in our acknowledgment of receipt of order.
In the event of cancellation of an order, the advance payments made will remain acquired by our
company.

X. CANCELLATION OF ORDER
If the cancellation is notified and accepted by the company before the start of manufacturing, the
amount of specific supplies, research and management costs will be invoiced at 80% of the price of
the cancelled articles, with a minimum of €200 excluding VAT per order.

XI. PLANS AND DOCUMENTATION
The drawings, plans, figures and diagrams of our notices and documentation are only given as an
indication. We reserve the right to make any modifications that may result from improvements or
refinements to our products.