General sales and warranty terms and conditions

with effect from October 20th 2022 1 - Scope The placing of any order implies the ipso jure, full and unreserved acceptance of the ADHEX TECHNOLOGIES General Sales and Warranty Terms and Conditions (GSWTC) by the purchaser. Any clause which runs contrary to these GSWTC will be deemed invalid unless it is the subject of a prior written agreement of ADHEX TECHNOLOGIES. In particular, this provision applies to all clauses formulated by the purchaser on the occasion of an order, including clauses or general sales terms and conditions shown on the purchaser's forms. ADHEX TECHNOLOGIES reserves the right to modify these GSWTC at some point in the future. However, any such modification will not affect orders in progress. Failure by ADHEX TECHNOLOGIES to assert of any of these GSWTC at any time may not be construed by the purchaser as a waiver by ADHEX TECHNOLOGIES of its right to assert any one of these terms and conditions at a later date. The cancellation of one of the present term or condition has no consequence on the validity of the other terms and conditions that remain unchanged. The present GSWTC cancel and replace the previous GSWTC from the date of their update. 2- Order Orders below 500 (five hundred) euros EX WORKS (INCOTERMS® 2020) excluding VAT will not be accepted, unless prior written approval of ADHEX TECHNOLOGIES. Orders below 800 (eight hundred) euros EX WORKS (INCOTERMS® 2020) excluding VAT will be charged with a fixed sum of 50 (fifty) euros excluding VAT to help cover administrative costs of preparation and orders management. Transport costs will be charged extra. ADHEX TECHNOLOGIES has the option of refusing orders for which the payment is not covered by credit insurance. Operations negotiated by ADHEX TECHNOLOGIES staff or representatives can only be enforced against it following ADHEX TECHNOLOGIES written confirmation. No full or partial cancellation of an order will be accepted without the prior written agreement of ADHEX TECHNOLOGIES. Whatever the circumstances, all expenses incurred by ADHEX TECHNOLOGIES on the date of ADHEX TECHNOLOGIES’ acceptance of an order’s cancellation (start-up costs, tooling, etc.) will be covered by the purchaser. Any postponement of a delivery date at a purchaser's request cannot exceed 3 (three) months, all potential storage charges will be taken in charge by the purchaser. If an advanced payment has been made by the purchaser, this payment will be retained by ADHEX TECHNOLOGIES, in whole or in part, in order to compensate the charges and costs involved and attached to the order cancelled. In case ADHEX TECHNOLOGIES refuses the cancellation of the order, for instance because of the delay of the cancellation, the purchaser will have to pay to ADHEX TECHNOLOGIES the total amount of the order concerned in compensation. Orders are personal to the purchaser and may not, under no circumstances, be transferred to a third party without the prior, written authorization of ADHEX TECHNOLOGIES. 3- Delivery - Delivery times: these are only given by way of indication and should be understood to run as of departure of the goods EX WORKS (INCOTERMS® 2020) from ADHEX TECHNOLOGIES premises in CHENOVE or any premises mentioned by ADHEX TECHNOLOGIES on the order. Late deliveries cannot give rise to financial compensation of any kind, nor deductions, nor the order’s cancellation, - Packaging: the packaging for products ordered is decided on by ADHEX TECHNOLOGIES, - Tolerances: these concern quantities or dimensions and are those used in the profession, - Transport – transfer of risks: all goods travel at the risk and peril of the addressee purchaser, even when shipped DAP or DDP (INCOTERMS® 2020). ADHEX TECHNOLOGIES alone has responsibility for choosing the place of departure. In the event of damage, loss or late delivery due to default or negligence on the part of the carriers, even when chosen by ADHEX TECHNOLOGIES, it is incumbent upon the addressee purchaser to indicate all appropriate reservations, in the presence of the driver, on the delivery slip duly dated and signed with confirmation thereof sent to the carrier by registered letter within 2 (two) days of the delivery in accordance with article L 133-3 of the French Commercial Code. In case of FCA (INCOTERMS® 2020) all export documentation relating to transportation and customs formalities shall remain the property of ADHEX TECHNOLOGIES and must be returned to ADHEX TECHNOLOGIES within a maximum of 3 (three) months. 4- Pricing conditions The prices are indicated in the order. Products are invoiced at the price in force at the date on which the order is registered. The quantity of products actually delivered is invoiced, it being understood that this may be greater or lower than the quantity specified on the order form, within the limit of standard tolerances in the profession. Any commercial conditions deferred in respect of a year will only be due and a fortiori settled where all invoices issued between January 1^st and December 31^st for the year in question have been fully paid. Our invoices have to be settled according to the conditions indicated on their front side, and no later than 45 (forty-five) days end of month or 60 (sixty) days net from the invoice date. The sums settled by the purchaser will be assigned in priority to those products sold at the earliest date. No financial discount shall be applied to payments made prior to the due date. Any deterioration in the solvency of the purchaser and/or the conditions guaranteeing payment for its orders by a credit insurance, may give rise to a requirement for a settlement in cash, by pro forma invoice or by bill of exchange prior to fulfilment of orders received. In accordance with article L. 441-6 of the French Commercial Code, lateness penalties are payable in the event of a failure to settle the day after the payment date shown on the invoice. The interest rate for the lateness penalties will be set equal to the interest rate applied by the Central European Bank with respect to its most recent refinancing operation, increased by 10 (ten) percentage points. Late penalties shall be applicable without any requirement for a reminder. Any bank charges shall be borne by the Purchaser. In accordance with article L.441-6 of the French commercial code, the amount of the allowance for recovery cost is fixed at 40 (forty) euros excluding VAT. All late payments, extension of payment times or failure to pay on due dates render all invoices issued by our company immediately due, suspend our delivery obligations ipso jure as well as other commitments and may justify the modification of payment conditions (maximum outstanding sums authorized and/or payment times) granted to the purchaser by ADHEX TECHNOLOGIES. ADHEX TECHNOLOGIES’ liability can in no way be invoked and no compensation can be demanded of it in respect of any direct or indirect injurious consequences related to suspension of deliveries due to late payment by the purchaser or the deterioration of its credit position and/or payment guarantee conditions. 5- Force Majeure Should an event of force majeure occur, this will cause the suspension of fulfilment of the obligations incumbent upon ADHEX TECHNOLOGIES for its duration, without ADHEX TECHNOLOGIES liability being able to be invoked in this respect by the purchaser nor any claims being entertained for related compensation. Any event occurring independently of the will of ADHEX TECHNOLOGIES or partially removed from ADHEX TECHNOLOGIES supervision or control is considered to be a case of force majeure. In particular, the following will be considered events of force majeure: total or partial strikes impairing normal operations at ADHEX TECHNOLOGIES or one of its suppliers, carriers or subcontractors, interruption or blockage of transport, interruption of supplies of energy, raw materials or spare parts and, more generally, any event liable to impair normal functioning of manufacturing and/or shipment of products, this list not being limited to the above nor complete. 6- Guarantee ADHEX TECHNOLOGIES only guarantees the conformity of its products with the specifications shown on the technical datasheet. Without prejudice to provisions to be taken in respect of the carrier, claims concerning the non-conformity of the delivered product with the ordered product must be formulated in writing by registered letter with acknowledgement of receipt within 3 (three) days of receipt of the products. All product returns are subject to the prior written agreement of ADHEX TECHNOLOGIES. Any product returned without ADHEX TECHNOLOGIES prior agreement will be kept available for the purchaser and will not give rise to the replacement of the product nor its reimbursement. Expenses and risks concerning the return are assumed by the purchaser. If it is demonstrated that the products do not meet ADHEX TECHNOLOGIES specifications, because of either a dissimulated default or a non-compliance default, and whatever the consequences of this default, direct or indirect, suffered by the purchaser or a third party, the only obligation incumbent upon ADHEX TECHNOLOGIES will be either the free replacement or reimbursement of the price of the non-conforming products, as ADHEX TECHNOLOGIES sees fit. ADHEX TECHNOLOGIES offers no guarantees and, in particular, does not guarantee the performance of the product or its safety used in combination with other materials. Specifically, ADHEX TECHNOLOGIES does not guarantee products in respect of a particular usage (whether or not the product is intended for this usage) and nor does it guarantee their compatibility or appropriateness in respect of other components or any industrial application or processing method whatsoever. 7- Use of products The data and characteristics contained in the offerings and technical datasheets issued by ADHEX TECHNOLOGIES are based on tests judged reliable by ADHEX TECHNOLOGIES but provide no guarantee as to their accuracy and exhaustiveness. The values indicated are standard values which vary according to the conditions of application. Note that tests are conducted on generic materials and under standardized conditions and, as a consequence, the results obtained for a specific application may differ from the results presented in these offerings and technical datasheets. Before using a product, the purchaser must in all cases independently determine whether the product possesses characteristics appropriate to its specific use, specific environment, and specific operating field, (including specific implementation conditions for the product by the purchaser) by means of all tests which it judges necessary (including tests on the safety and toxicity of the product). ADHEX TECHNOLOGIES makes available the technical data sheet for products along with the toxicity test data on request. Products must be stored under normal conditions and used within a timeframe of 6 (six) months as of their date of delivery. Under no circumstances can ADHEX TECHNOLOGIES be held responsible for the direct, indirect, material or immaterial consequences (including loss of profit) related to use of the product. 8- Intellectual property rights and confidentiality ADHEX TECHNOLOGIES is the owner or licensee of all industrial property rights covering the products sold to the purchaser, which hereby acknowledges the full and entire ownership of such rights by ADHEX TECHNOLOGIES. The latter will retain full and entire ownership of the descriptions, plans, designs, instructions, assembly and operating instructions and other documents concerning the products and made available to the purchaser, as well as the manufacturing secrets and other rights pertaining to the products. Under no circumstances will any sales transaction conducted under these GSWTC give rise to the assignment of all or any of the foregoing property rights. Throughout the entire negotiation, performance and end of the order, the parties undertake not to disclose or allow the disclosure by their personnel of any information or other document obtained from the other party, by any means whatsoever, in the context of the order, unless to a third party itself bound by the same terms to keep confidential any document or information the disclosure of which to it is necessary for the fulfilment of the order. Each party shall refrain from exploiting said information for its own interests and/or the interests of a third party. 9- Applicable law and disputes All clauses in these GSWTC as well as all purchasing and sales operations referred to therein are subject to French law. In the event of a dispute or claim, the courts of Dijon have sole jurisdiction notwithstanding any other clause assigning jurisdiction. 10- Ownership reservation clause The goods delivered remain the property of ADHEX TECHNOLOGIES through to the payment in full of the principal sum and other charges. Thus, should the purchaser fail to settle all or part of the price of the order, ADHEX TECHNOLOGIES reserves a right of ownership over the products sold. Allowing it to recover possession of the said products, until full payment is forthcoming. All advances paid by the purchaser will be retained by ADHEX TECHNOLOGIES as fixed-sum compensation without prejudice to any other actions which it will consequently be within its rights to initiate in respect of the purchaser. Once the products sold have been delivered, the above provisions offer no impairment to the transfer to the purchaser of the risks of loss or damage concerning the products subject to the ownership reservation as well as any damage which they may cause.