TERMS & CONDITIONS OF SALE FOR NEW SERVICE FL

1- FORMATION OF CONTRACT :
1a) Any order given to the Seller by the Purchaser shall be accepted entirely at the discretion of the Seller, and if so accepted, will only be accepted upon these
conditions.
2a) Each order that is so accepted shall constitute an individual legally binding contract between the Seller and the Purchaser and such contract is hereafter
referred to in the conditions as an “order”. Orders shall not be binding upon the Seller until the Seller has given the Purchaser the notice of the seller’s acceptance
of the order in writting. These conditions shall override any contrary different or additional terms or conditions contained on or referred to in an order form or
other documents or correspondence from the Purchaser.

2- ORDERS, CANCELLATIONS AND RETOURNS :
2a) All orders are supplied on a firm sales basis. For the avoidance of doubt, there is no sale or return facility.
2b) Once the Seller has accepted an order, the Purchaser may only cancel the order once the Pourchaser has obtained written authority to do so and on terms
such that the Purchaser will indemnify the Seller against any and all reasonable loss whether direct or indirect, such loss to be determined by the Seller.
2c) Any time and delivery date given by the Seller is given in good faith, but is an estimate only, The Seller shall therefore not be liable in any way for delivery
later than this date howsoever caused, and such failure to deliver shall not be deemed to be a breach of contract.
2d) Any shortage or any complaint shall be made in writting, whitin eight (8) days of receipt of goods. In the event that the Purchaser has been mis-shipped or
has received goods with manufacturing faults, the Pourchaser may, from time to time, be authorised to return some or all of the damaged goods at his own costs,
after having received prior authorisation in writting by the Seller.
2e) The Seller shall not be under any liabillity for any failure to perform any of its obligations under an order due to Force Majeure. Under such circumstances
The Seller shall be allowed a reasonable extension of time for the performance of its obligations. For the purposes of above condition, Force Majeure means
fire, explosion, flood, war, riot, sabotage, official strike or similar official labour dispute or other circumstances outside the reasonable control of the party
affected thereby.

3- PRICES, SHIPPING & INSURANCE :
3a) Unless otherwise staded by the seller, any price quoted is ex-works. All charges and risks are forward. Thus delivery, freighting, insurance and other charges
will be at the Purchaser’s cost. The price of the goods shall be that quoted by the Seller, or where no price has been quoted (or where a quoted price is no
longer valid as the seller’s price for the goods) the price prevailing is that at the date of delivery.
3b) Any dispute with regards to shipping prices or any other freight related costs, shall therefore be made in writting, by recorded delivery, by the Purchaser to
his freight forwarder within three days of receipt of goods.
3c) It shall be the duty of the Purchaser to obtain insurance ccver with an insurance company of good repute in relation to any damage or loss for which the
Seller is not liable.

4- PAYMENTS & PROPERTY :
4a) Unless otherwise stated by the Seller, all payments shall become due upon receipt of goods and shall be made without any deductions. All payments shall
be made to the Seller’s head office unless stated otherwise. The granting of any credit facilities to the Purchaser shall be entirely at the discretion of the Seller
and on terms notified by the Seller.
4b) In the event of non-payment by the due date, the Seller shall commence to charge the Purchaser interest on a daily basis at the rate of 1% per month from
the due date until the actual payment is received. The Seller also reserves the right to charge the Purchaser a non-deductible fee of 15% of the total invoice
value.
4c) In the event of late payment, all orders will be suspended until the Purchaser pays the outstanding amounts in full; or in the event that the Purchaser
exceeds his credit limit, all orders will be suspended until the Purchaser reduces the outstanding balance to below its credit limit.
4d) The goods shall not pass to the Purchaser until the Purchaser has paid their price in full to the Seller and until then remains the Seller’s propriety.
4e) In the event that the Purchaser fails to pay the outstanding monies in accordance with the terms of payment, at his discretion, the Seller reserves the right
to repossess the goods furnished without notice or demand and wihtout hindrance from the Purchaser.

5- TAX, ROYALTIES, COO & REGULATIONS :
5a) All prices quoted by the Seller are net and thus do not include any tax. All the goods supplied by the Seller are of french or EC origin and all rights and
royalties have been paid for in the country of origin. All paperwork and invoices are in accordance with French laws and regulations.

6- NOTICE :
Any notice, request or other communication must be made in writting and send by first class post or fascimile to the other’s principle place of business and shall
have been deemed to have been delivered two days after posting if a letter, and one day in the case of a fascimile ( providing a satisfactory transaction report
is available).

7- APPLICABLE LAW :
This contract shall be subject to and construed in accordance with French laws. All dispute of any nature shall be settled by the court of “Bourg en Bresse”.