General Terms and Conditions of Sale

SR-CONCEPT – 151 rue du POUMET 64170 ARTIX SARL with capital of €3,000 Tel: +33 6 52 71 21 32 https://sr-concept.fr – email: contact@sr-concept.fr

I – GENERAL INFORMATION

All orders automatically imply acceptance of the following general terms and conditions and, where applicable, the specific conditions specified at the time of the order. Offers are valid within the option period, which, unless otherwise stipulated, is one month from the date the offer is submitted. The information provided in catalogs, instructions, and price lists is provided for informational purposes only; the seller may modify them at any time and without notice.

II – ORDERING EQUIPMENT

Any specific clause or condition of purchase appearing on the customer’s order form that conflicts with these terms and conditions shall be deemed null and void. No addition, omission, or modification to any of the provisions of these terms and conditions of sale shall be binding on the seller unless accepted in writing. In the event of any modification (designation, quantity, etc.) to an order already received and confirmed by the seller, the previously agreed terms may not be renewed without the seller’s consent.

III – REPAIR ORDER

The delivery of a device or equipment to our company for repairs or simply to prepare a quote is accepted under the express conditions below, which the customer submitting the order is deemed to have accepted. Unless otherwise stated, our services must be paid by check. Shipping, insurance, and packaging costs are the customer’s responsibility, both for the outward and return journeys. Paid work or repairs will be subject to a quote, which must be expressly accepted within thirty days of the date appearing on the quote. If the quote is refused, the customer will be required to immediately collect the equipment in question from our workshops or provide any transport instructions at their own expense. After 30 days from the quote date, and if the equipment is not collected, the customer will be deemed to have lost interest in the equipment and to consider it no longer valuable, giving irrevocable instructions to our company to send it for scrap, and thereby waiving any claim for return, as well as any compensation or repair for any reason or in any form whatsoever. In the event of duly requested customer collection, this collection must be completed within 10 days of the repair. After this period, the equipment will be shipped to the customer at their expense. Our fixed prices are only an estimate of the expected costs for the repair or overhaul of the equipment and are valid for 30 days.

IV – PRICES

The prices indicated are based on current economic conditions. If conditions change (duties and taxes, exchange rates, raw material values, etc.), the prices charged are subject to change depending on these conditions.

V – DELIVERY TIMES

Delivery times are provided for informational purposes only. Delays cannot under any circumstances justify order cancellation, compensation of any kind, or the application of late payment penalties. The seller is automatically released from any delivery deadline commitment and expressly reserves the right to suspend delivery: – in the event that the agreed payment terms have not been observed by the customer; – in the event that the technical or commercial information, specifications, etc., to be provided by the customer are not received by the seller in a timely manner; – in the event of force majeure or events such as, but not limited to, labor disputes or epidemics. War, requisition, fire, flood, tooling accident, significant scrapping of parts during manufacturing, interruption or delay in transportation, or any cause leading to total or partial unemployment at the seller’s or its suppliers’ premises. Force majeure includes, among other things, any export ban issued by the government of the equipment’s country of origin.

VI – TRANSPORT AND DELIVERIES

Shipping and packaging are at the customer’s expense, with insurance to the delivery location being taken out by the seller: all these costs are invoiced as a flat rate. Unless otherwise stated on the customer’s order, the seller may make partial deliveries and invoice them separately. The customer is required to accept the balance of their order. No recourse may be exercised against the seller, the freight forwarder, or the carrier for loss, damage, or injury to the goods if a report with irrefutable probative force has not been sent to the carrier or freight forwarder within a maximum of two days and formally notified to the seller within the same period. Accessibility and layout of premises intended to accommodate heavy and bulky equipment must be planned in good time by the customer; under no circumstances will the seller bear the cost.

VII – RETURN OF GOODS

All goods must be returned with the prior written consent of the seller, and no later than five days following delivery. Returns only apply to materials that have not undergone any modification or alteration and must be made in their original packaging. Any shipping and restocking costs are the responsibility of the customer.

VIII – RETENTION OF TITLE

The goods shall remain the property of the seller until full payment of their price by the customer, notwithstanding the acceptance of any negotiable instrument. The customer agrees not to dispose of the goods in any way whatsoever until this condition is fulfilled. In the meantime, the goods must remain individually packaged in the customer’s warehouses or workshops. The risks of loss or destruction shall be borne by the customer.

IX – PAYMENT TERMS

For any customer who does not have an account with the seller, payment is due in cash upon ordering. Any request to open an account must be accompanied by the usual bank and business details. Unless otherwise stated, our invoices are payable in cash upon receipt of invoice, net of discount. Drafts subject to acceptance and promissory notes must be issued or returned within the time limits stipulated by the French Commercial Code.

X – WARRANTY

Repair services performed by the seller are guaranteed for three months for the faults specified by the customer in their description of the defects noted, excluding any other product. Therefore, faults other than those initially repaired will not be included in this warranty. Claims under the warranty shall not give rise to the payment of compensation of any kind whatsoever, particularly for equipment downtime. This warranty does not include replacement parts made after an initial repair involving only labor. Repairs are carried out in the seller’s workshops, with shipping costs being borne by the sender. Any product or part replaced during the warranty period shall become the property of the seller. Interventions carried out under the warranty cannot have the effect of extending the warranty. The warranty does not cover replacements or repairs resulting from abnormal wear and tear of the devices, damage or accidents resulting from negligence, lack of maintenance or storage, handling or use not in accordance with the specifications of the seller or the manufacturer. The customer expressly agrees that the seller cannot incur any liability, particularly in the event of loss of profit, force majeure, damages or indirect costs. The customer is required to back up their data before any intervention by the seller. The latter cannot therefore be held responsible for the loss of information contained on the magnetic media of the equipment concerned by the repair service. No compensation may be claimed from the seller for loss of use of the equipment; the repair time is provided for information purposes only. Regardless of the nature, basis, and terms of the action brought against the seller, the compensation due to the customer in the event of proven negligence on the part of the seller in the maintenance or repair of the machines may not exceed twice the amount of the service provided.

XI – TECHNICAL ACCEPTANCE

Any technical acceptance of the equipment is the responsibility of the buyer and must be carried out within 15 days of the date of the meeting. This acceptance shall not be construed as a condition precedent to the sale and payment; the customer benefits in this regard from the normal legal guarantees applicable to sales, in accordance with the provisions of the Civil Code.

XII – EXPORT OF MATERIALS BY THE CUSTOMER

The customer is responsible for compliance with current and future foreign legislation regarding the export or re-export of materials. The seller shall not be held liable for the customer’s failure to comply with current and future foreign legislation regarding the export or re-export of goods or services.

XIII – GDPR COMPLIANCE

Art. XIII-1: The terms “controller”, “data subject”, “personal data”, “processing”, and “processor” have the meanings given to them in the General Data Protection Regulation (EU) 2016/679, known as the “GDPR” (collectively, with all applicable regulations relating to the protection of personal data, “the Data Protection Legislation”).

Article XIII-2: To the extent that the client processes personal data in the context of the contract or its business relationship with the service provider, whether personal data received from the service provider or personal data disclosed to the service provider, the client undertakes to comply with data protection legislation, to provide the appropriate privacy policies, and to obtain the necessary authorizations and consents before disclosing any personal data to the service provider.

Article XIII-3: The client agrees that the service provider may process the personal data of the client’s employees, subcontractors, and service providers, or any other personal data received from the client, necessary to fulfill its contractual obligations, in the context of its relationship with the client, and in accordance with the privacy policy available on the service provider’s website. The client therefore undertakes to inform the data subjects thereof.

Article XIII-4: Unless otherwise expressly agreed in writing, the parties are independent controllers, and the contract does not create a joint controller or controller/subcontractor relationship between the client and the service provider.

Article XIII-5: This contract includes the Personal Data Processing Annex, which details the conditions applicable to the services provided by the Service Provider. The client acknowledges having read and fully agrees to this Annex, acknowledging that it is an integral part of this contract. The Personal Data Processing Annex and this contract are complementary and mutually explanatory. However, in the event of a contradiction regarding data processing, the Personal Data Processing Annex provided in the Annex shall prevail.

Article XIII-6: As of 12/01/2023, the designated contact for monitoring the application of the General Data Protection Regulation for the Service Provider, within the meaning of Article 37 thereof, is: Mr. Nicolas ROZES – nicolas@sr-concept.fr. In the event that the contact is changed, the Service Provider undertakes to inform the client of the contact details of the new contact in this area. Article XIII-7: In accordance with Article 16 of the GDPR Regulation (EU) 2016/679, the Customer has the right to access and rectify their personal data.

XIV- GENERAL PROVISIONS

XIV- 1. Penalty Clause: Any late payment automatically results in the payment of late payment interest set at 3.5 times the legal interest rate. This provision, having been formally and irrevocably agreed between the parties, will not require any prior formal notice, expressly derogating from Articles I 146 and 1153 of the French Civil Code. In the event that the seller grants an extension of the due date, there will be no novation of the debt. In the event of non-payment of a single installment (or a single draft on its due date), the entire amount owed by the customer to the seller will become immediately due. The sale will only become complete and transfer ownership upon full and complete payment of all invoices. Late payment automatically imposes a penalty clause set at 10% of the amount owed.

XIV- 2. Assignment of the Contract The Client shall not assign this Contract without the express, prior, written consent of the Service Provider. The Contract may be freely assigned by the Service Provider to any assignee of its choosing, with the Client giving its consent to such assignment in advance.

XIV- 3. Entire Agreement This Contract, its Annexes, and the Purchase Order attached hereto express the entire agreement between the parties with respect to the subject matter of the Contract. All other documents exchanged between the parties have no contractual value and are not binding on the parties. Only an amendment duly signed by both parties may create obligations for the parties other than those mentioned herein. Any other declaration, written or oral, is ineffective.

XIV- 4. Permanence of Clauses

The failure of either party to enforce any provision of this Agreement, whether permanently or temporarily, shall not be deemed a waiver of that party’s rights under that provision.

XIV- 5. Partial Invalidity. If any provision of this Agreement is deemed null and void by the competent court, it shall be deemed unwritten, and the remaining provisions shall remain in effect. XIV- 6: Law and Jurisdiction. These general terms and conditions of sale apply to all orders placed by the Customer verbally or by telephone, mail, email, or electronic form to the service provider’s customer service department. This agreement is subject to French law. In the event of a dispute, the Commercial Court of Pau shall have express jurisdiction, notwithstanding multiple defendants or third-party claims, even for emergency or protective proceedings.