1. FOREWORD

1.1 The objective of the present General Sales Conditions, (hereafter called the GSC), is to define the conditions under which PROTEM (hereafter called the SELLER) will supply the BUYER with the goods and/or services, defined in the quotation to which the BUYER referred while placing his order in writing.

1.2 Together with any possible special clauses the GSC constitute the only clauses applicable to contracts of sales and/or services concluded between the SELLER and its buyers, notably concerning goods (catalogue products, special products, kits, spare parts, etc.) and/or services (studies, services of any type, etc.).

1.3 Therefore, unless otherwise specified by the SELLER, all orders include ipso jure the BUYER’s unreserved acceptance of the present general sales conditions and the waiver of any clauses contained in their own general purchase conditions contrary to these present conditions.

2. ORDERS

2.1 Orders only become final when they are transmitted to the SELLER in writing and when they are followed by the SELLER’s written acceptance thereof / the SELLER's acknowledgment of order.

2.2 The SELLER reserves the right to request any guarantee that it may consider necessary and to suspend any order, even after acceptance, until it has obtained complete satisfaction concerning this request.

The SELLER reserves the right to stipulate that execution of an order be subject to payment of one or more down-payments, for which compliance with the terms of payment is an essential condition. Therefore, any non-compliance with any one of these terms is liable to lead to a delay in executing the order, even its cancellation, without the BUYER being able to exercise any rights whatsoever enforcing completion of the order. Down-payments already made will remain the property of the SELLER, which also reserves the right to use all legal resources available for obtaining total payment of all outstanding sums. The BUYER will have no rights of appeal.

2.3 For orders placed by electronic mail, order information records supplied by the SELLER will be considered valid by the parties in the event of any dispute on any of the details contained in the order, which the BUYER accepts unreservedly.

2.4 Orders for standard products: Technical characteristics, dimensions, weights, etc. as defined in the catalogues, product datasheets, advertising documents, etc. are for information purposes only and are not contractual. Will be considered an ipso jure condition of avoidance of contract, any observation made by the SELLER of any technical or other incompatibility in the terms of the order, notably in the description provided for the order in question. In any such situation, the SELLER will have the possibility of cancelling the order or modifying a part of its contents. The SELLER may not be held liable in any way, should any such modifications not have been mentioned by the SELLER in its order acceptance or should the BUYER maintain the terms and specifications of its order.

2.5 Once received by the SELLER no order can be cancelled, and the BUYER will be liable for the full value associated with all confirmed orders on the next invoice date.

2.6 An exception may apply at the full discretion of the SELLER if it expresses its consent to such a cancellation in writing, and only on terms which will indemnify the SELLER against all associated loss, incurred wholly or in part by virtue of such cancellation.

2.7 Upon the agreed cancellation of any order or part thereof, the BUYER may be liable to a cancellation charge in addition to the above term.

2.8 Orders for special equipment, machines, components, spares, consumables: Technical characteristics, such as dimensions, weights, restrictions to be observed, technical tolerances, etc. must be formally stipulated by the BUYER in its written specifications. The BUYER remains responsible for the information contained in these specifications. The SELLER is only responsible if he confirms in writing the BUYER’s specifications: on the one hand, its understanding and, on the other hand, its approval. Moreover, the SELLER cannot be held in any way liable for any studies and construction work carried out on the basis of specifications that provide compulsory descriptive details of the characteristics of the equipment to be manufactured and commissioned.

2.9 Minimum order and order fees: All orders concerning goods, components, spare parts, reserve parts, or consumables are subject to a minimum order amount of one hundred (100) euros excluding tax. Under that minimum order amount, additional administrative fees amounting to thirty (30) euros excluding tax are charged to the BUYER.

2.10 Cancellations will not be accepted, at any time, for any goods specifically manufactured to the BUYER’s requirements. Orders, once received by the SELLER, cannot be suspended without the Sellers written consent. Any suspension or cancellation, accepted by the Seller, will render the BUYER liable to indemnify the SELLER against any associated loss caused directly or indirectly by such suspension or cancellation.

2.11 All returned goods are subject to 15 % restocking fees.

3. PRICES AND TERMS OF PAYMENT

3.1 Prices are given in Euros (€). They are subject to the taxes in force in France at the date of the invoice drawn by the SELLER if the goods are supplied within France. Except in some specific cases, the goods will be exempted of VAT if the BUYER is located outside of France within the European Union and if it has a valid VAT identification number. Except in some specific cases, the goods will be also exempted of VAT if they are delivered from France to a BUYER located abroad and outside of the European Union.

3.2 Prices are ex works and packing is not included. They will necessarily be increased by shipment costs if the SELLER is requested to organise the shipment of the goods for the account of the BUYER. “Works” are understood as being at ZI les Bosses, F-26800 Étoile-sur-Rhône.

3.3 The price of sale as agreed upon in the order may be increased, notably, but not exclusively, if:

• The BUYER requests for modifications to the terms of the order, which must be confirmed in an amendment signed by both parties,
• The BUYER requests for extra services, which must be confirmed in an amendment signed by both parties,
• There is an increase in the cost or rate for raw materials,
• Currency devaluations or new legislative or statutory measures lead to an increase in costs.

3.4 Unless agreed otherwise upon by the SELLER and the BUYER, products and services are payable to the SELLER’s registered office at sight when the order is accepted by the SELLER.

3.5 If the BUYER requests a pro-forma invoice in view of obtaining credit or a fund-raising, this document will be issued subordinate to THE SELLER being subrogated by the credit company, which must pay the loan attributed to the machine or machines concerned directly to it.

3.6 Payment of a down payment upon the order may in no way be considered as giving the BUYER any rights not to honour its total commitment. Consequently, this payment implies an obligation to pay the entire balance in full, without prejudice to any possible damages.

3.7 Any late payment will be liable ipso jure, and without any prior official notification, to interest on arrears equivalent at three times the legal rate in force on the date of claim and beginning on the date due. Late payment constitutes an event of default and outstanding sums to be paid by the BUYER become due in full immediately.

3.8 According to the article L. 441-6 of the French Commercial Code, a fixed indemnification of forty (40) euros due for collection charges, will apply in case of late payment.

3.9 In the event of any non-payment on due dates, all amicable and legal collection charges, including solicitor’s, notary’s, bailiff’s and similar fees, and interests will be at the cost of the BUYER.

4. DELIVERY - TRANSPORT

4.1 Delivery schedules are always indicated for information purposes only and have no obligatory nature. Consequently, any delay that may occur cannot be a cause for requesting an annulment and/or cancellation of the order by the BUYER, or the basis for any legal proceedings claiming damages for any prejudice whatsoever.

By virtue of the above, the BUYER shall not be entitled to reject the goods due to delayed delivery.

4.2 Terms of delivery are EX WORKS.

PROTEM’s services are recognized by the acceptance report being signed.

4.3 Risks are transferred to the BUYER ex works. No matter what system of transport or delivery is used, equipment always travels at the cost and risks of the BUYER. Therefore it is the BUYER’s responsibility to make any reservations it considers necessary and/or to present any claims to carriers in the event of damage, delays (compared with the delivery schedule specified by the carrier), missing parts or for any other reasons, in compliance with the conditions laid down in the articles L. 133-1 and following of the French Commercial Code.

5. RESERVATION OF TITLE

5.1 All the goods sold by the SELLER are covered by the conditions stipulated in the Law 80-335 of May 12 1980 and in the articles 2367 and following of the French Civil Code. As a result, the SELLER maintains ownership of goods sold until their cost has been settled in full. Failure to pay at any due date will lead to an immediate claim of on goods and studies. If the BUYER resells goods sold under reservation of title in the course of his normal business, it must then take all due care to subrogate the SELLER concerning any rights it may hold in respect of the subsequent purchaser.

5.2 These measures do not constitute an obstacle to transferring any risks of loss or deterioration of the goods sold to the BUYER on delivery, as well as any damage that they may cause. In the event of any claims made on the equipment, if necessary an estimate may be made that takes account of any loss of value of the goods, which, together with any costs related to returning and disassembling the product, will be entirely at the BUYER’s expense. Compensation may be made by the SELLER with amounts already received.

5.3 Studies, layout drawings and documents and information of any kind provided by the SELLER will always remain its exclusive property. They must be returned to it on request and may not be divulged by the BUYER to any third parties without written authorisation from the SELLER.

5.4 All technical documents and information communicated by the SELLER are protected by the French law and the international agreements on intellectual property. A sale does not grant any intellectual property rights to the BUYER, except if it is stipulated in writing in the acknowledgment of order issued by the Seller.

6. WORKER SAFETY

6.1 It is the BUYER’s responsibility to instruct his employees in how to use the machinery and equipment supplied by the SELLER, safely. The BUYER must ensure that his employees know how to comply with the safety instructions given, understood them and possess the required skills to operate the machinery and equipment. The BUYER must also ensure that every machine is used for the purpose and under the conditions specified by the SELLER.

6.2 The BUYER has to take into account the local and state laws and regulations related to safety of the workplace for which it is the sole responsible.

7. NON-SOLICITATION

The BUYER is not allowed to approach or hire a SELLER’s employee for a period of one year after the termination of the contract concluded with the SELLER.

8. CONFIDENTIALITY

8.1 The BUYER agrees to consider all documents and information emanating from the SELLER as being strictly confidential and not to divulge, sell or transfer any such information to any third party for a period of ten years after their date of communication, unless:

- The SELLER has given its prior written agreement, or

- Required by law or any legal or administrative decision not subject to appeal.

8.2 However, information is not considered as being confidential when the BUYER is able to provide evidence that the information concerned:

- Has become public property on account of third party acts in no way attributable to the BUYER,

- Has been lawfully received from a third party without any infringement to the present conditions,

- Has been developed independently by the BUYER beforehand and in all good faith.

The BUYER agrees to keep strictly confidential any information, which it may have received.

9. ANTI-CORRUPTION

The BUYER agrees that it has not tried or obtained, by any direct or indirect gifts, payment, pledge or advantage, an act or a decision from a civil servant or any other government official.

10. WARRANTY

10.1 The SELLER warranty is strictly limited to failures related to goods designed and built by the SELLER. The SELLER warrants its products are free from defects in material and workmanship under normal use, for the designated warranty period mentioned in the paragraph 10.3. Subject to the conditions and limitations set forth below, the SELLER will, at its option, either repair or replace any part of its products that prove defective by reason of improper workmanship or materials.

10.2 In the case of specific goods built from specifications drawn up by the BUYER, the SELLER’s responsibility, provided it expressly confirmed its understanding and its acceptance of the , is exclusively limited to its compliance with these specifications, concerning both studies invoiced and goods manufactured.

10.3 Goods are guaranteed as follows: machines chassis / housing for a period of twelve (12) months after their date of delivery, any other machine part for a period of six (6) months after their date of delivery, parts containing electronic components for three (3) months after their date of delivery, on condition for each warranty that they are used solely for the applications and with the capacities, for which they have been built and that their maintenance has been normally made taking into account of operating conditions and the operator’s manual. These warranties may also be adjusted depending on the conditions to which the goods may be subjected.

10.4 Goods sold are guaranteed against functional defects resulting from defects in materials, manufacture or design as described below. Any functional defect must appear and be recognized by the SELLER within the warranty implementation period, according to the paragraph 10.3, after the delivery date for goods used according to the order or specifications supplied by the BUYER. Moreover, as far as kits or spare parts are concerned, any claims or complaints on defects that have been found must be made 8 calendar days at the latest after the date of delivery of the concerned goods, the date appearing on the SELLER delivery note being considered as the valid date of delivery. After this period, no claims will be accepted.

10.5 Any return of goods will not be accepted without prior written agreement from the SELLER. Goods which are accepted by the SELLER will give rise to the issue of a credit note that may only be compensated by means of subsequent invoices.

The SELLER reserves the right to control any returned goods and, if appropriate, dispute the causes given by the BUYER that justify its return from the latter’s point of view. Effective application of warranty conditions may be refused in any such case. The BUYER is responsible for providing evidence of non-compliance or of the existence of a defect concerning the goods.

10.6 For the requirements of the present article 10, the warranty is void:

• If raw material, parts or faulty design-work is provided by the BUYER,
• The goods were operated/stored in abnormal use conditions,
• The goods were repaired, modified or altered,
• The goods were subjected to abuse, neglect, electrical fault, improper packaging and storage, accident or acts of nature,
• The goods were installed improperly,
• The maintenance of the goods was not ensured properly
• The goods were used under abnormal mechanical or environmental conditions,
• The goods were used with insufficient or excessive electrical supply
• The serial numbers of the goods are erased or missing
• The terms of the warranty do not apply to consumables
• If the functional defect results from an intervention carried out on the goods without written authorization from the SELLER,
• If, following delivery in kit-form, the equipment has not been fitted by the BUYER as per the recommendations supplied in the assembly instructions or has undergone modifications without the SELLER’s written approval,
• If defective operation can be attributed to:

• A case of force majeure; the goods’ normal wear;
• Negligence and/or an error in maintenance made by the BUYER or the end-user of the goods; use contrary to instructions supplied by the SELLER (acquisition, commercialisation and use of the SELLER goods implies knowledge and understanding of their characteristics and conditions of use in compliance with safety instructions. The BUYER is responsible for familiarizing itself perfectly with these characteristics, complying with them and informing all users thereof),
• Use of spare parts, reserve parts, consumables not manufactured by the SELLER or parts that are different from those originally supplied.

10.7 Under the terms of the warranty, the SELLER will repair or replace, at its discretion, any parts recognized as being faulty by its technical services free-of-charge. This warranty only covers labour costs, disassembly and re-assembly. The warranty may not be extended under any circumstances whatsoever to cover the consequences of any possible defect. Replacement or repair of parts during the warranty period does not prolong the equipment’s warranty period.

10.8 By express agreement between the parties, the SELLER’s liability resulting from any functional defect in the goods is limited to the above measures, notably concerning any hidden defects and loss of use. Material and equipment not included in elements constructed by the SELLER, but which may be a part of the supply, are always sold as per the general clauses and conditions of their respective manufacturers, without any possibility of the SELLER being held responsible in this respect.

10.9 Under no circumstances shall the SELLER be liable in any way to the user for damages, including, without limitation, any lost profits, business interruption, lost savings, loss of information or other pecuniary loss or other incidental or consequential damages arising out of the use of, or inability to use, the SELLER goods. This applies even if the SELLER has been advised of the possibility of such loss. The SELLER reserves the right to revise or update its products or documentation in keeping with technological advances without obligation to notify any individual or entity.

10.10 When returning a product, the BUYER has to include the original proof of the purchase. Return requests cannot be processed without proof of purchase. The shipment of returned goods to the SELLER is the responsibility of the BUYER. All expressed and implied warranties for the SELLER goods are limited in duration to the specified warranty period in the paragraph 10.3.

11. FORCE MAJEURE

11.1 If the SELLER is incapable of fulfilling one or more of its obligations on account of events that have occurred outside its control and which are defined as being cases of force majeure, it has the right, without any legal action being required, to cancel the contract and/or suspend its execution either partially or in full, without any liability for damages.

11.2 The cancellation of the contract by the SELLER before the delivery of the goods to the BUYER, in a case of force majeure, entails the right for the SELLER to charge the BUYER for expenses spent until the date of the cancellation.

11.3 The following situations, but not exclusively so, are considered to be cases of force majeure: acts of war, mobilisation, legal measures taken by public or other authorities preventing or limiting import or export of merchandise, the entry or exit of persons, or their delivery, together with strikes, sabotage, occupation of works or any other incidents that may occur inside the company, shortages of work, stoppages, shortages of energy or raw materials, transport problems as well as any other situation that the SELLER could not reasonably foresee or with which it has suddenly been confronted, without it having to prove the effects of the above on execution of the contract.

12. INSURANCE AND LIABILITIES

12.1 The SELLER has taken out a professional civil liability insurance policy with a manifestly solvent insurance company for covering risks generally associated with its activities and at the profession’s normal level. Valid insurance certificates are available for its customers.

By express agreement, the BUYER waivers all rights of appeal of any type whatsoever over and above maximum levels of liability subscribed to by the SELLER, as stipulated on its insurance certificates. The SELLER’s liability is limited to direct material damage caused to the BUYER resulting from faults that can be attributed to the SELLER in execution of the contract.

12.2 Prejudicial consequences of faults committed by the BUYER or any third party in relation to the contract are excluded from the SELLER’s liabilities. Under no circumstances whatsoever, may the SELLER be required to provide compensation for immaterial or consequential damages, notably losses of use, profit or opportunity, commercial detriment, or foregone opportunities for profit.

12.3 The BUYER guarantees that its insurers or any third party in contractual relations with it will abandon any appeal against the SELLER or its insurers over and above the aforementioned limits and exclusions.

13. PARTIAL NULLITY

Even if one or more clauses contained in the GSC are considered invalid, the other clauses will remain in full force and effect and maintain their exclusive and contractual nature.

14. ASSIGNMENT OF ORDERS

The order placed in application of the present GSC may not be assigned or transferred by the BUYER without prior written authorisation from the SELLER.

15. APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

15.1 Orders are governed by French law.

15.2 In the event of any dispute, efforts will be made to reach an amicable solution materialized by the dispatch of a registered letter with acknowledgement. If this letter remains to no effect within thirty days, the parties will assign express and exclusive jurisdiction to the Commercial Court of Romans, in France, notwithstanding plurality of defendants or introduction of third parties, even in the case of matters of special urgency or any conservatory action.