GTC

a) General

The present general terms and conditions of sale govern all sales by RANDEX. It shall only be possible to deviate from them by written agreement, expressly accepted by RANDEX and this within the framework of a specific sale. Any handing over of an order by a buyer automatically implies his acceptance, without reservation, of these conditions as well as the total renunciation of his possible general conditions of purchase. The present conditions are an integral part of the contract. The nullity of one of them does not entail the nullity of the whole.

b) Formation of the contract and content of the contract

The contract shall only be deemed to be perfect following written acceptance (acknowledgement of receipt) of the order by RANDEX. RANDEX shall only be bound by the commitments made by its employees or representatives after written confirmation. Similarly, any verbal or telephone order must be confirmed in writing. If a difference appears between the order and its acceptance, the acceptance shall be deemed valid. In this case, the purchaser will have a period of 15 days to notify its refusal. The contract shall be strictly limited to the supplies and services expressly mentioned therein based on the specifications provided by the purchaser. Except in the case of special provisions of the contract and in the case where RANDEX assumes the design of the ordered equipment, the construction of the latter shall comply with the provisions of the standards and codes or rules of art in force at the time of the order. The information, photos, weights, prices and drawings in the catalogues, brochures and price lists are given for information only, RANDEX reserves the right to make any modifications. RANDEX reserves the right to subcontract all or part of the studies, supplies and services that are the subject of the contract, as well as to replace the supplies and services that are the subject of the contract with supplies and services of equivalent or higher value, provided that this does not result in a price increase or an alteration in quality for the buyer.

c) Contract amendment and termination

Any additional supplies or services not expressly provided for in the basic contract shall be the subject of a separate agreement in the form of a written rider, accepted and signed by both parties. This amendment shall be governed by the general terms and conditions of sale in the same way as the amended contract. No order accepted may be cancelled without the prior written agreement of RANDEX. The costs resulting from such cancellation will be borne and paid by the purchaser. RANDEX is not obliged to take back new equipment returned to it. If it accepts it, at its sole discretion, and only within three months of the invoice date, the return will be made at the invoice price minus 20%, plus the repair costs. The equipment must be returned carriage paid and in its original packaging. The resulting credit note will be credited to the next order.

I - OWNERSHIP OF STUDIES, PLANS AND DOCUMENTS

RANDEX retains full intellectual property rights to these studies, plans and documents. They may not be used, copied, reproduced, transmitted, communicated or transferred to third parties; they must therefore be returned on request, even if a contribution to the study costs has been requested from the buyer. If studies carried out at the buyer's request or documents supplied to the buyer are not followed by an order, the study and travel costs incurred will be invoiced to the buyer. Failure to comply with these rules may be subject to legal action.

II - PRICE

Our prices fixed at the time of the acceptance of the order are exclusive of taxes, customs, transport, insurance, without packaging and ex works. RANDEX reserves the right to revise its prices in accordance with the revision formula attached to its price offer and forming an integral part of the contract.

III- TERMS OF PAYMENT

Taxes in effect at the time of billing are charged and payable in full at the time of delivery. In order to benefit from the sales tax suspension system at the time of invoicing, the buyer must provide, when placing the order, the supporting export documents in force. Any late dispatch of these documents shall not prevent the payment of the invoices on the contractual due date, including the payment of the taxes included therein. Reimbursement of exempted taxes and accounting regulations can only be made after receipt of these documents. In the absence of stipulations to the contrary, payments shall take place at the seller's domicile, net and without discount at 30 days from the invoice date. In the event of split payments, orders are payable for 1/3 at the time of order, 1/3 in the course of manufacture and the balance in proportion to the availability in our workshops. The down payment at the time of order is to be applied to the price of the order and does not constitute a deposit, the cancellation of which would allow the parties to withdraw from the contract. Any order lower than 80€ ex VAT will be automatically refused and/or will generate invoicing costs of 7.62€ ex VAT. Any claim on an invoice must be made within ten days of receipt. RANDEX also reserves the right to terminate the contract if payment is not made within 8 days following the date of dispatch of a formal notice by registered letter. It may, in addition, obtain compensation for the entire loss suffered. In the event of late payment, the buyer is liable, as a penalty clause, to the payment of a penalty of 1.5 times the legal interest rate on the part of the payment not yet made.

Will be considered as late payment:

- a check not received by the due date minus one day,

- an item not returned within 15 days of the invoice date

- a transfer not made on the maturity date on the value date for the seller.

IV - DELAYS

The availability of the material is given as an indication. It runs from the moment when the following conditions are met:

1) the receipt of all the information necessary for the execution of the contract

2) receipt of the deposit due with the order.

The deadlines do not take into account the annual holidays and the possible delay brought by the purchaser to the receipt of the product. If no deadline is set, delivery will be made according to production possibilities. A delay in delivery shall not entitle the purchaser to withdraw from the contract, even partially. However, if the parties have previously agreed in writing to derogate from the present conditions, the seller may be charged a penalty of 0.5% of the amount of the undelivered goods for each week of delay, starting from the third week. This penalty may not exceed 5% exclusive of tax of the amount of the undelivered goods. The seller is automatically released from any obligation relating to delivery times in the event of non-compliance by the buyer with the terms of payment and in the event of force majeure or events such as war, revolution, strike, block-out, requisition, fire, natural disaster and, in such a way that the buyer is not responsible for the delay. general, from any cause beyond his control.

V - TECHNICAL ACCEPTANCE, TESTS, INSPECTIONS, CERTIFICATES

All recipes, inspections and tests requested by the buyer are at his expense. These additional operations will be carried out in the factory or on the fire according to the choice of RANDEX. If the buyer, having been informed of the date of these operations, does not show up, a report will be sent to him and acceptance will be deemed to have taken place. If the buyer considers that the recipe is not satisfactory, he must inform RANDEX within 4 calendar days, date of receipt, by registered letter. Any production of certificates other than the standard ones supplied by RANDEX will be at the expense of the buyer. The agreed terms of delivery shall be interpreted in accordance with the INCOTERMS in force on the date of conclusion of the contract. If no special delivery conditions have been agreed, delivery shall be "EX WORKS"

VI - PACKAGING, DELIVERY, TRANSPORT, INSURANCE, CUSTOMS

In the absence of a special request from the buyer, the need for packaging is at the discretion of the seller. Packaging is always due by the buyer and is not taken back by the seller. If the buyer himself designates the packaging or the company which will carry out the packaging, RANDEX cannot be held responsible for damage due to defective or unsuitable packaging. Unless otherwise stipulated, any sale is deemed to have been concluded when the equipment is made available. RANDEX reserves the right to split up its supplies. The transfer of risks on the goods sold takes place at this moment. All handling, transport, customs and insurance operations are the responsibility of the buyer. If RANDEX were to take charge of transport operations, this would be at the express request of the buyer. RANDEX would then act in the name and on behalf of the buyer. These services will be invoiced separately. In all cases, RANDEX remains outside the contract of carriage, even if it may be required to take part in handling operations in order to facilitate the task of the buyer or the carrier. It cannot therefore be considered responsible for any deterioration of the goods resulting from their transport. If the buyer does not take delivery of the equipment on the date resulting from the contract, it is nevertheless bound not to delay the due date normally provided for payments related to the delivery.

VII - COMMISSIONING, ASSEMBLY, SETTING UP

Unless otherwise stipulated, the installation is carried out by the buyer and under his sole responsibility. If it were carried out by RANDEX, the buyer would be required to provide all technical and material assistance necessary for the proper conduct of the operations. In this case, an agreement would be drawn up specifying the reciprocal obligations of the parties.

VIII - CONTRACTUAL GUARANTEE

In all cases, including those where RANDEX ensures the design and execution of the orders entrusted to it, its guarantee is limited to the physical and mechanical characteristics to the exclusion of all others. The guarantee takes effect when the goods are made available. Its duration, which may not exceed 12 months, is halved if the equipment is used day and night. It guarantees the buyer against any hidden defect in design, manufacture or materials. However, it only covers the replacement or repair in the RANDEX workshops of defective equipment. It does not cover the costs of transport, dismantling and reassembly of the incriminated parts as well as all related costs, the latter being borne by the buyer. RANDEX cannot be held liable for compensation for damage caused to persons and property, other than the incriminated goods, nor can it be held liable for compensation for loss of profit resulting from the cessation of operations. The buyer is obliged to carry out a thorough inspection of the product upon receipt. In order to be covered by this warranty, any product defect detected by a thorough inspection must be reported to RANDEX within 4 calendar days of receipt of the product. Any subsequent manifestation of a latent defect must be immediately reported to RANDEX. The guarantee does not apply in the event of installation by the customer not conforming to the rules of the trade, deterioration or accident resulting from negligence, lack of maintenance and supervision, modification of the operating conditions, use of the equipment not in conformity with the destination and the prescriptions of the seller. It also does not apply to elements which, due to the nature of their materials or their function, are subject to wear and tear. It does not apply in the event of non-payment by the buyer, and he may not use it to suspend or defer his payments. It ceases in the event of storage that does not comply with the seller's specifications, in the event of modification of the equipment after delivery, intervention or dismantling of the equipment by persons not approved by the seller, or if parts not supplied by the seller have been substituted for the original parts without its knowledge. RANDEX reserves the right to modify all or part of the supply to meet the guarantee. If the repairs carried out by RANDEX exceed the framework of the guarantee, additional costs may be invoiced to the buyer. Any guarantees which RANDEX may have been required to provide to the purchaser under the guarantee must be returned to him on expiry of the guarantee period, the release of the guarantee being automatic on this date. In all situations, RANDEX's guarantee may not go beyond that granted by its civil liability insurance policy.

IX - DISPUTES

In the event of any dispute whatsoever relating to a supply or its payment, and whatever the conditions of sale and the method of payment accepted, even in the event of a warranty claim, or multiple defendants, the Commercial Court of the jurisdiction of the registered office of RANDEX shall have sole jurisdiction to settle the dispute. The documents drawn up in French have sole contractual value and are the only authentic documents between the parties.

X - RESERVATION OF OWNERSHIP CLAUSE

"All goods sold by RANDEX remain its property until the fulfilment of all the obligations of the buyer, in particular until the payment of the price, in principal, taxes and any accessories". Payment of the price shall be understood to mean either the actual handing over of cash, or the cashing of cheques, or the payment of bills of exchange, or the transfer credited to the account of RANDEX. The buyer is authorised, within the framework of the normal operation of his establishment, to resell the goods. In this case, he assigns to the seller all claims arising for his benefit from the sale to the third party buyer. This resale authorisation is automatically withdrawn in the event of the buyer's cessation of payments. However, the buyer may neither pledge the goods nor transfer ownership by way of security. In the event of infringement by a third party of RANDEX's right of ownership, in particular by seizure, the buyer must immediately inform RANDEX by registered letter, raise all protests against the third party and take all precautionary and enforcement measures. Nevertheless, as from the day of availability, the buyer is transferred the risks inherent in the item sold. He must insure the good, to the limited third party and for all risks at his own expense. RANDEX may ask the buyer to justify the payment of premiums. In the event of a claim, if the property is not destroyed, the insurance benefits must be used to restore the property to its original condition. If the property is totally destroyed, the insurance company's payments will be acquired by RANDEX.

XI - RESOLUTORY CLAUSES

If payment is not made within 8 days following the date of dispatch of a formal notice by registered letter, RANDEX may terminate the contract. It may, in addition, obtain compensation for the entire loss suffered. If, as a result of events of force majeure, the execution of the contract becomes impossible within a reasonable period of time, each of the parties has the right to withdraw from the contract, by simple written notification, without having to apply to a court for termination. Termination of the contract for any reason whatsoever does not affect claims already due between the parties.