Clause 1: Application and enforceability of the terms and conditions of sale

By placing an order, the Buyer fully and unreservedly agrees to the terms and conditions of sale set forth herein to the exclusion of all other documents such as leaflets or catalogues issued by the Vendor and which have no contractual value. Should the Vendor choose not to invoke one or more of the terms and conditions of sale set forth herein at any given moment, this shall not be interpreted as a renunciation by the Vendor of his right to invoke these same terms and conditions at a later date.

Clause 2: Ordering

Orders only become binding once they have been confirmed in writing. The Vendor is only bound by orders taken by its representatives if written and signed confirmation of the order is received. Shipping of the products may also constitute order acceptance.

Clause 3: Delivery

Delivery is made to the location specified by the Buyer in the special conditions.

Clause 4: Delivery lead times

Deliveries are made subject to availability and in the order the purchase requests are received. The Vendor is entitled to make full or partial delivery. Delivery lead times are quoted as accurately as possible, but also depend on the Vendor’s procurement and shipping capabilities. Late delivery shall not constitute grounds for damages, deductions or cancellation of the orders in progress. The following shall be considered as cases of force majeure, releasing the Vendor from the obligation to deliver: war, riot, fire, strikes, accidents, the inability to be supplied with stock. In any event, delivery can only be made if the Buyer is up to date in his obligations towards the Vendor, whatever the reason.

Clause 5: Risk

If the goods are sold ex works, the Consignee assumes the risks involved in transporting them. If the goods are to be shipped as carriage paid to the named place of destination, the Vendor assumes all risks until they are unloaded. In case of damaged or missing goods, the Consignee is responsible for making all necessary verifications and for confirming any objections to the carrier by extrajudicial document or by registered letter with acknowledgement of receipt, within three days of receiving the goods.

Clause 6: Returns

Any product return requires a formal agreement between the Vendor and the Buyer. Without prior agreement, no credit note will be issued. For any returned goods accepted by the Vendor, a credit note will be issued to the Buyer following verification of the quality and quantity of the returned goods.

Clause 7: Pricing

The products are supplied at the price applicable at the time the order was placed. These prices are quoted net, before shipping costs, unless otherwise agreed with the Vendor in writing, packaging included, except for special packaging subject to duties in the US.

Clause 8: Payment

Payment is due immediately or within 30 days, depending on the written agreements made with the Vendor, Ethorga SARL France. As a penalty clause and in accordance with French amended law no 92-1442 dated 31 December 1992, the Buyer will be liable for a late payment penalty fee calculated by applying an interest rate equal to 1.5 times the legal interest rate to all outstanding amounts.

Clause 9: Transfer of risk

All risks relating to the goods shall be transferred following unloading in the Buyer’s warehouses or at the time the goods sold are collected by the Buyer at the Vendor’s warehouses, notwithstanding application of clause 10 (Retention of title clause).

Clause 10: Retention of title clause

The goods covered by this contract are sold with a clause that expressly subordinates the transfer of their ownership to payment in full of the principal and other charges. Until such time as payment is made in full, the Buyer shall store the goods delivered under the terms of this contract separately from other goods of the same nature from other suppliers and ensure that they can be readily identified as the Vendor’s property. The Buyer shall inform the Vendor immediately in case of attachment or any other third party intervention on the goods so that the Vendor may object and protect his rights. In addition, the Buyer shall refrain from pledging or transferring ownership of the goods as security before payment is made in full.

Clause 11: Jurisdiction clause

The Commercial Court of Pyrénées Atlantiques shall have sole jurisdiction for any disputes relating to the execution or interpretation of the present agreement.