1.1. These conditions of sale apply to all sales entered into or realized by the SENSTRONIC Companies, hereinafter referred to as the vendor, with a purchaser.

1.2. All orders placed with the vendor imply that the purchaser has accepted these general conditions of sale, and that the said purchaser has waived his own general conditions of purchase.

II. CONDITIONS OF THE OFFER

2.1. Excluding any special offers made by the vendor, the applicable prices are those stated in the vendor’s tariffs valid on the date the order is placed.

2.2. When the vendor has issued a special offer, the prices and the conditions of this offer relate exclusively to the specified products (quality and quantity) and, unless explicitly stated, they remain valid for one month.

3.1. The order denotes the final and unconditional acceptance of the offer.

3.2. The contract of sale is only complete when the vendor has unconditionally and expressly accepted the order.

3.3. To be demurrable against the vendor, any modifications to the offer are to be expressly accepted by the vendor.

4.1. The vendor expressly reserves the ownership and the exclusive use of all the industrial and intellectual property rights he is in possession of. The purchaser is only granted, on a non-exclusive and non-transferable basis, the right to use and maintain the products.

4.2. In particular, the technology and the know-how, whether patented or not incorporated into the products, together with any plans and documents that may be given to the purchaser, remain the property of the vendor and are confidential. The purchaser is prohibited from communicating the above, either in part or in full, whether knowingly or not, to any third party and is only entitled to use the said for the purpose of exploiting and maintaining the products.

4.3. The purchaser is excluded from manufacturing, or ensuring are manufactured, any spare parts.

4.4. The purchaser accepts that the vendor is entitled to verify in the premises of the said that the prohibitions outlined in point IV have been respected.

4.5. The purchaser is prohibited from registering any intellectual property titles relating to the inventions, drawings, models, brands, plans, processes, software, prototypes or elements of the prototypes or other that the vendor has placed at the purchaser’s disposal.

4.6. The purchaser is to keep secret the information supplied by the vendor under the terms of the contract and accepts that the said is considered as confidential information, irrespective of whether the above is covered by an intellectual property right. The purchaser is to take all the necessary arrangements to ensure that this confidentiality is respected and is to prevent that any information is divulged.

4.7. Under no circumstances whatsoever shall the vendor be obliged to provide his construction drawings even if the products are delivered with an installation diagram.

5.1. The prices are stated exclusive of taxes and, if not specified, exclude the packaging and carriage of the products.

5.2. If the purchaser requests a mode of transport or handling other than the one envisaged by the vendor’s services, or requests packaging other than the one commonly used by the vendor, this will give rise to increase in the price.

5.3. Payments are not according to the conditions and terms specified in the offer. If not expressly stipulated otherwise, the products are to be paid for upon receipt of the invoice.

5.4. Due to the vendor’s management costs, all sales will be invoiced for a minimum of 150 euros (excluding any express stipulation to the contrary) to be paid by the purchaser.

5.5. Late payments will give rise to a late penalty fee, which is calculated by applying to the outstanding amounts an interest rate of one and a half times the current legal interest rate. The interest rate applied will never be less than 1.5% for each month that the payment is late. In the event of late payments, the vendor may suspend all ongoing orders without prejudicing any other type of actions.

5.6. The failure to pay on time will give right to, and without recourse, any other formality, imply the immediate payment of all outstanding amounts still owed by the defaulting purchaser, even if such amounts were partly or entirely subject to instalment payments or to promissory notes.

5.7. The vendor reserves the right to suspend the carrying out of his own obligations until all outstanding amounts have been paid in full.

5.8. If payment is more than 30 days late or if the payment has not been carried out, the sale may be cancelled by right by the vendor, with the fault being exclusively attributable to the purchaser, and this eight clear days after a formal notification to pay has failed, in part or in full, to produce any effects (see X).

5.9. The above provisions will apply without prejudicing any other damages that the vendor may subsequently claim. Any invoice recovered by the legal department will be increased according to the non-abatement penalty clause by a fixed rate sum amounting to 15% of the unpaid amount.

6.1. Whatever the destination of the products and the conditions of sale, the delivery is considered to be carried out from the factories of the vendor.

6.2. If the purchaser does not take possession of the products on the expected date of delivery, the vendor may by right cancel the sale, without this requiring any formal notification or without this prejudicing any subsequent damages. If the vendor does not exercise this option, the purchaser is to bear the handling and storage costs of the products until they are taken possession of.

6.3. Any complaints are to be sent to the vendor in a registered letter accompanied by an acknowledgement of receipt within one week of the delivery date, otherwise this right shall be deemed to have lapsed.

6.4. No product is to be returned to the vendor without his prior formal agreement.

6.5. The delivery dates are only indicative. Changes to the delivery date will not give rise to damages, deductions or to the cancellation of the ongoing orders.

6.6. By right, the vendor is released from any undertaking relating to those deadlines in the event of a reason of force majeure or in the event of an incident independent of his own will that will occur in his premises or in the premises of his suppliers including lockouts, strikes, fire, floods, tooling accidents, parts rejected during the manufacturing, interruption or delays in transportation or in the supplying of raw materials, energy or components, without this list being exhaustive.

7.1. The vendor continues to own the products until the ancillary and principal price has been paid in full.

7.2. If the products are not paid for on the due date, the vendor is entitled to request at any time that the delivered products are handed back, at the purchaser’s own costs, irrespective of the possessor.

7.3. If the products have been transformed or incorporated, the transformed products or the sets that they are incorporated into will become the vendor’s security until the price is paid in full.

7.4. The purchaser undertakes to state the existence of this ownership reservation to any third parties on whom the products may be sold, and this whether it relates to individual products or those incorporated in a set.

7.5. If, under the terms of this article, the products are handed back, the settlements received by the vendor may accrue under the heading of standard damages.

7.6. From the delivery onwards, the purchaser assumes responsibility for the risks of loss, theft or damage to the products. The purchaser also assumes responsibility for the damage that the products may cause.

8.1. The vendor undertakes to replace all the products with a fault in the design, the materials or the manufacturing that is revealed during the course of the year following the delivery.
8.2. The vendor is released from this undertaking when the defect is caused by at does 0.2 ldsao tneraking wnnelis cased by maintenance, use of by an environment that coes hotf comply win ine instrtctions of the vendor or wiin common practic vith the instructions of the vendor or with common practices.
8.3. The guarantee does not apply for replacements or repairs resulting from normal or abnormal use of the products and, more generally. for any incidents for which the vendor is not responsible.
8.4. The guarantee will not apply if the purchaser, without the agreement of the vendor, has modified or made additions to the products.The guarantee will not apply to operational faults caused by elements or components placed by the purchaser or due to a design imposed by the purchaser.
8.5. The vendor does not proviae any guarantees regarding the suitability of the products to attain the objectives or the results that the purchaser has determined when these objectives have not been expressly accepted
by the vendor.
8.6. The guarantee only applies to apparent defects that have been notified to the vendor during the year following the delivery of the prooucts (guarantee period). Repairs, modifications, or the replacement of parts during
the guarantee period does not extend the prooucts' guarantee period.
8.7. If the vendor incorporates elements that it has not manufactured in its products. the extent and the duration of the guarantee are those agreed by the manufacturer or the vendor of those elements. Under no circumstances
whatsoever shall this duration exceed the quarantee period.
8.8. If the quarantee is exercised, the repairs or replacements witt b out in the factories of the vendor or in a workshop that he has indicated after the purchaser has returned, at his own costs, the faulty elements. If the guarantee is exercised, the repairs or replacements will be carried out in the factories of the vendor or in a workshop that he has indicated after the purchaser has returned, at his own costs, the faulty elements.
8.9. To benefit from this guarantee, the purchaser is to inform the vendor of any defects as soon as they are noted and the vendor is to be provided with proof of the existence of the said defects. The purchaser must provide
the vendor with every opportunity to ascertain the defects and remedy the situation. The purchaser is to refrain trom acting on his own or from getting a third party to intervene subject to forfeiting the guarantee.

IX. RESPONSIBILITIES OF THE VENDOR

9.1. The responsibility of the vendor only extenas to the strict obligations outlined in the order and the general conditions of sale stated herein.
9.2 His responsibility will not be implicatec if indirect or moral damages occur such as operating losses or damage to the equipment.

X. LITIGATION - DISPUTE
10.1 In the event of any disputes relating to an offer mace or a sale realised by the venoor, the contractual parties will initially endeavour to seek an amicable solution to the problem at the earliest opportunity.
10.2 If such a compromise fails to be reached, the jurisoiction where the vencor is located. The dispute shallbe heard at the court of the jurisdiction where the vendor is located.
10.3 This court applies local law.

XI. TERMINATION OF THE CONTRAСT XL TERMINATION OF THE CONTRAСТ
11.1 If one or other of the parties fail to fuifil their contractual obligations, the other party may terminate the contract, without prejudicing any subsequent damages, eight clear days after a registered formal notilication
accompanied by an acknowlegament of receipi has failed to produce any effects.
11.2 The termination must also be the subject of a registerec letter accompanied by an acknowleagment of receipt. The termination becomes effective by simply sending this letter and operates from the dale of its dispatch.