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1. GENERAL
Unless you as the customer have another valid agreement applicable to this purchase with ANEOLIA COMPANY SARL, hereinafter called the Seller, any order implies the Clients acceptance of these terms and conditions of sale and service, notwithstanding any contrary provision contained in its own conditions of purchase or any unilateral modification of the offer made by the Seller provided by the Customer on the order form. Studies, projects and more generally any document or supply delivered or send by ANEOLIA SARL to its customers remain ANEOLIA property until full payment of the amounts due including penalties and interest for late payment set out in Article 11 below, which will be automatically integrated in the billing of the following orders. Therefore, they cannot be disclosed, transferred or executed without the agreement of ANEOLIA. For informational purposes and in order to facilitate reading by non-French-speaking readers, these General Terms may be translated into another language, but only the French version shall prevail in the meaning of community and international law.  


2. ORDERS
Orders can only be transmitted by mail, email or fax. To be accepted, an order reference number must necessarily be provided by the Client regardless of the mode of transmission of the order. An acknowledgment of receipt of the order, including the general conditions, special conditions and delivery time of ANEOLIA will be sent by the Seller to the Customer. The absence of comments or special requests received within 24 hours after sending the acknowledgment of the order will imply an irrevocable commitment of the Client and acceptance of the terms and conditions of sale and service. Given the policy ANEOLIA to ensure the Purchaser the utmost diligence in the execution of his orders, modification or cancellation of an order received after sending the acknowledgment of order, will only be made with the agreement and approval of ANEOLIA. The cancellation or modification of the order will be billed a handling or restocking fee equivalent to 5% of the initial order issued. Deliveries are made by the carrier chosen by ANEOLIA unless otherwise requested by the Client, in this case the Client will communicate the details of its chosen carrier to ANEOLIA and the Client will bear the shipping at its own expense and under its responsibility.

3. PRICES
The period of validity of tenders is 30 days from the date of their establishment, unless otherwise stated. Prices are EXWORKS, and do not include taxes. Prices should be maintained as much as possible, except in case of significant fluctuations of parity between the euro and the currency of the country of origin of products ordered, or variations of import taxes and buying costs.

4. TRAVEL EXPENSES ON SITE
The price of maintenance or repairs on-site at the request of the customer will be increased by travel expenses based on the rate published in the Official Bulletin of taxes for vehicles of legal 5 horse power or 0.543€/ km for year 2016 or any other scheme that may replace it. In the event of a cancellation or modification by the customer, without the prior consent of the Seller, of the date of service formerly acknowledged at order, a 10% markup will be applied on the tariff as a consequence of modification of date for the service at workshop, a 15% markup for service on site of the customer. In case of service on site, expenses of travel will be at the charge of the customer at real cost. Any formerly agreed discount will be cancelled in such situation.

5. DELIVERY TIME
The delivery time indicated meets the standards of the profession. Despite all efforts by ANEOLIA to respect them, it cannot be held responsible for delays in the following cases: - Force majeure, - Fortuitous events beyond its control (strikes, etc.) - Non respect by the Customer of payment terms. All invoices due by the Buyer, including legal and contractual penalties, with an expired delay of payment, and not regularized upon the delay of receipt of the new order will cause the blocking of supplies or services until full payment.

6. REPAIRS AT WORKSHOPS –LONG STOCK MANAGEMENT
At reception of a device sent for repair to ANEOLIAs workshop, ANEOLIA will send the customer a maintenance quotation within 48 hours with a validity of one month. If the customer doesn’t send a confirmation of repair agreement or request to return the device within the validity of the offer, a long stocking fee will be charged equivalent to 100€ per month, excluding taxes, and the fee will be charged, each month begun being due. In the event of non-repair or destruction, the cost of expertise will be charged to customer at a rate of 92,91€ HT/h, except if particular conditions or discounts have been agreed with the Seller. The costs of returning non repaired units will be borne by the Client.

7. PAYMENT OF SALES FOR FRANCE
It is expressly stipulated that the payment of any benefit or provision shall be made by check or bank transfer ANEOLIA account opened in the books of the bank CIC Paris Raspail IBANFR76 3006 6106 2100 0203 1920 134 / BIC CMCIFRPP. Payments effects of trade are not accepted. Upon a first order any new Client should pay the full amount of the price thereof by cheque or by bank transfer upon the order accompanied by bank details and the completed information sheet. As from July 1, 2016, payment by credit card (Visa, MasterCard) is available for any kind of purchase. In addition, in the event of the setting up of a merchant site on the internet, on line payment may be considered. Under the general rules of payment between professionals enacted by Law No. 2008-776 of 4 August 2008 as amended, known as the LME and sanctions imposed under the provisions of Article L.441-6-III of the Commercial Code applicable from 1 January 2013, in the absence of specific derogations, the payment terms of right services and supplies made by the Seller are net 30 days from the invoice date. Within the limits of the abovementioned provisions of the Commercial Code, it may be waived within 30 days mentioned in paragraph above indenture agreement between the Customer and ANEOLIA. In any case the period agreed between the parties to settle the amounts due shall not exceed sixty days net from the date of issue of the invoice offenders, whether or ANEOLIA Client, s Exhibitor further tax relief to a fine of € 15,000 per infringement. Anéolia pays VAT on debit. Retention of property: All goods sold remain the property ANEOLIA until full payment and accessories. Customer is authorized, under normal operation of his business to resell the goods delivered, but it may or pledge or transfer the property as collateral. In case of resale, the Customer agrees to immediately pay to the Seller the remaining part of the due price. The resale authorization is automatically withdrawn in case of bankruptcy or liquidation.

8. PAYMENT TERMS APPLICABLE TO FRENCH GOVERNMENT, LOCAL AND REGIONAL AUTHORITIES, PUBLIC INSTITUTIONS ARTICLE 98 CODE OF PUBLIC WORKS
Payment terms for services of the State and its institutions other than those having an industrial or commercial character, with the exception of public health facilities and health services of hosts is 30 days and 50 days thereof. As at 1 September 2016, the rate applicable to late payment interests is the policy rate of the ECB increased by 8 points, i.e. 8% or 0.022%/j.

9. PAYMENT OF EXPORT SALES
The export sales are payable in advance at the order, by bank check or bank transfer to the exclusion of any other term. The bank account is: CIC Paris Raspail IBANFR76 3006 6106 2100 0203 1920 134 / BIC CMCIFRPP. Negotiable instruments are not accepted. Any additional costs, and particularly bank fees, which may occur from payment means, by check or by bank transfer, are at the charge of the customer. Moreover, in case of payment by check, the shipping of the goods can only be proceeded after credit of the check on the bank account of the Seller, at the expiry date of opposition period.
   
10. CONDITIONS OF PAYMENT – OTHER EXCEPTIONS
The digital transmission of invoices, or any other specific procedure requested by the customer, will not produce as an effect any responsibility of non-payment to the Seller, whatever are the internal procedures of the customer. Any penalty will apply after the due date of invoices. Should the Client fail to mention the number of the invoice or document allowing the payment upon the settlement, the claim may not be allotted and shall not be considered as paid.

11. CONDITIONS LOCATION COURTE DUREE ET PRET D’APPAREIL
In the event of damages resulting from improper use of a loan or short term - weekly or monthly and under one year - rental device (impacts, vandalism, pollution in the pneumatic system without complying with use instructions...), the repairs shall be charged to the Client. Loan or short term rental devices are delivered with accessories, including and not limited to : sampling kit, suitcase, external power supply, etc.. Any accessory that is not returned shall lead to invoicing at the public price applicable at the time of the order receipt confirmation or of the loan delivery slip. In the event the equipment is not returned within the time specified at the time of the offer, weekly rental costs may be charged to the Client, any started week being owed in full.

12. COMPLAINTS
The Customer is required upon delivery, to check the package to notify the proper carrier required reserves in case of damage. The Client is obliged to notify Anéolia and the carrier within 48 hours of receipt of any disaster supplies found. A failure to report within the required time, the Customer is liable to pay compensation for damage caused to materials at the cost of their replacement value. All product returns will be made only after express agreement ANEOLIA and expense of the Customer.

13. INCIDENT OF PAYMENT - PENALTIES
Only payments by bank check or bank transfer addressed to Anéolia are accepted. All payments sent by any other means, without the express agreement of ANEOLIA, will be considered as a payment incident. Any late payment of amount owed to the Seller shall result, even without notice, in the suspension of any deliveries and services until the full payment of unpaid amounts plus, by right, the fixed penalty of 40 € set by order n° 2012-1115 dated 2 October 2012 and late payment interests at an annual rate of 10 % (0.027 %/day), the rate of late payment interests by reference to the policy rate of the ECB increased by ten (10) points, as well as any collection costs incurred by ANEOLIA. Any delay in payment of more than eight days or non-compliance with the conditions for payment set out in these terms and conditions, considered impulsive and decisive, be regarded as constituting an incident involving the removal of all provisions benefiting to Customer hereunder and special conditions. As such subsequent order sent by the Client shall be paid upon receipt of a pro forma invoice sent as soon as possible to it by ANEOLIA. In pursuance of the provisions of the public order LME Act specified in article 7 paragraph 4 above and of articles 1243.3 and 1253 of the civil code any settlement that is made shall first be applied to the late payment penalties, when they are owed.

14. GUARANTEES
Any new equipment sold shall be guaranteed for a period of one year as from the shipping dated written in the delivery form issued by ANEOLIA and fixed in the workshops of ANEOLIA, except for parts with limited lifetimes whose list appears in the use instructions of the respective device. The warranty applies in cases where the installation and use of the product meet their use and intended purpose as well as the specifications of ANEOLIA. The warranty is limited to at most the replacement of the defective product if it is found necessary or, if the Client so elects, to the issuing of a credit note representing the amount before taxes of the respective product purchase price. Repairs made by the after sales department carry a part and labour warranty of three months starting on the shipping date mentioned in the delivery form issued by ANEOLIA or an extension by the same period of the warranty for repairs carried out before the end of the applicable warranty.

15. TERMINATION
In case of serious breach by a party to one of its obligations, the other party may terminate the contract; fifteen days after notice by registered letter with acknowledgment letter let without effect.In all cases, the Customer agrees to pay ANEOLIA the amounts owed.

16. CONTRACT, LEGAL COMPLIANCE
If any of the terms of existing contracts, or part of them, were proved invalid under a law or regulation, it shall be deemed unwritten, but does not involve the nullity of the contract or clause partially concerned by the invalidity. In the event of a new law or regulation coming into effect during the execution of the contract, and on compulsory compliance, the parties would approach to discuss how to adapt their mutual commitment.

17. RESALE
In case of resale of materials that have been delivered by ANEOLIA, to final a destination out of the French metropolitan territory, the Customer must comply with the disclosure requirements stipulated in Regulation EC 428/2009 of the Council dated 05/05/2009 (Official Journal of the European Union of 29/05/2009).

18. RECYCLING OF MANUFACTURED DEVICES
Equipment made by Anéolia and reaching the end of its lifetime may be sent to the company, which recycles or destroys it, with no compensation nor payment to the Client.

19. CLAIMS
The applicable law in case of dispute is the French legislation; and the jurisdiction is, according to the Article 489 NCPC, and unless grant of competence of public order grant of competence of territorial order, the jurisdiction of the Commercial Court within the jurisdiction of headquarters of Anéolia whatever the conditions of sale or services and payment mode stipulated, even in cases of warranty or plurality of defendants.

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