MATFER English 2019

ARTICLE 1 – Applying the general terms of sale – Applicability In accordance with Article 441-6 of the Commercial Code, the present general terms of sale are the basis for business negotiations and shall systematically be sent or given to each buyer to enable him or her place an order. They shall take precedence over the conditions of purchase, except where otherwise formally accepted in writing by the seller. ARTICLE 2 - Orders To be valid, each order must contain the exact quantity and references of the products sold. Except where otherwise specifically stipulated, for the buyer, placing the order is tantamount to accepting the seller’s terms of sale. ARTICLE 3 – Order modification Any order change or resolution requested by the purchaser can only be taken into account if it is accepted by the seller and is received in writing prior to the shipping of the products. ARTICLE 4 - Prices The products shall be provided at the prices applicable at the time of dispatch, in euros and taking account of the VAT applicable on the date the order was placed. Any change in the rate may be reflected on the price of the products. The seller reserves the right to modify its prices at any time subject to thirty days advance notice. ARTICLE 5 - Delivery 5.1. Modalities Delivery shall be made in accordance with the order and the modalities agreed upon by both the seller and buyer. 5.2. Risks Transport-related damage The goods shall be transported at the buyer’s risk. The carrier shall be solely responsible for any damage, loss, theft or late deliveries. During delivery, the client MUST check the state of the delivered goods, indicate any specific reservations on the carrier exculpation document and confirm them with the carrier by registered mail within forty-eight hours after receiving the goods. If the goods are delivered directly to an end-user on behalf of the client, the client shall be responsible for receiving the goods and for expressing any possible reservations to the carrier as specified in the foregoing paragraph. Where the client fails to comply with this complaint-lodging procedure, the seller shall not be held responsible for any damage occurring during transportation Incomplete deliveries In case of complaint concerning incomplete deliveries, the delivery shall be reconstituted and the verified weight shall be deemed valid with regard to the one indicated on the waybill. Any complaint can only be taken into consideration if lodged in writing within five days after the invoicing date. ARTICLE 6 - Acceptance Without prejudice to the measures to take vis-à-vis the carrier, as stipulated above, complaints about obvious defects or non-conformity of the delivered products with the products ordered or dispatch note must be lodged in writing within five days after receiving the products. ARTICLE 7 - Returns Goods may only be returned after a formal agreement between the seller and buyer. Any product returned without this agreement shall be placed at the buyer’s disposal and no credit note shall be issued in relation thereto. The costs and risks inherent in returning the goods shall be borne by the buyer. Any request to return some goods must be made within a maximum of five working days starting from the good-delivery date. If accepted by the seller, the goods shall only be taken back on the following conditions : The goods must be in a perfect state, must not have been used and must be returned with all their accessories and documentation, in their original package and still covered by the stainless steel surface protective film. The packaging and transport costs to and fro shall be borne by the client. Except in case of error attributable to the seller, this latter shall apply a 20 % discount on the invoice amount for the goods, to cover the management and restocking costs. Any product order outside the catalogue shall be deemed firm and definite; these “non-catalogue” products shall not for any reason whatsoever be accepted if returned. ARTICLE 8 – Reproducing and modifying the products Pictures of the articles in the seller’s catalogue, as well as the descriptions thereof, are given for information purposes only. The seller reserves the right to make any modifications it deems necessary on its products. Special items produced in accordance with a model or drawing shall be the buyer’s responsibility as regards the applicable patent and copyright scheme. Returned special items shall not be accepted. ARTICLE 9 – Guarantee 9.1. Range The seller only guarantees the goods on the normal utilisation conditions and for a period of one year as from the invoicing date. In case of repair during the guarantee period, spare parts shall be provided free of charge by the seller whereas the cost of labour shall be borne by the client. The client shall equally bear the costs of dispatching and returning the materials and spare parts. Essential spare parts are available for a 10-year period after our products are discontinued. In compliance with European directives 2012/19/EU and 2011/65/EU on waste electrical and electronic equipment (WEEE) and Article L541-10-6 of the French Environmental Code regarding furniture waste (in French “DEA” or “déchets d’équipement d’ameublement”).The vendor is listed on the ADEME (Agence de l’Environnement et de la Maîtrise de l’Energie) producers’ register. Insofar as some of our equipment falls within the purview of Article R543-172 to 175 (WEEE) or R543-240 to 242 (DEA) of the French Environmental Code, our company is committed, via a collection system managed by an environmental body, to organising and financing the collection and sorting of business-related WEEE which we have commercialised as of 13/08/2005 and of our business- related furniture waste. We commit to the same whenever equivalent equipment or equipment performing the same function is replaced. The buyer commits to passing on these terms to anyone else who later buys the electric and electronic equipment (EEE) or furniture equipment (EA) and to communicating all necessary information to the environmental body. At the end of the EEE or furniture equipment’s life cycle, the buyer and/or end user commit to making collection requests to our environmental body via the website or on +33 (0)1 30 57 79 14 . Please provide information required to locate the WEEE or DEA. Depending on circumstances, such waste will be voluntarily brought to a collection point or collected by the environmental body at the end user’s premises. The cost of collection for items totalling no more than 500 kg will be borne by the end user. This environmental body guarantees that removal and treatment service for WEEE and DEA in French Overseas Territories and French Overseas Local Authorities will be identical to those offered in mainland France. As soon as equipment is removed or voluntarily brought to a collection point, the environmental body will take full responsibility for EEE or furniture equipment at the end of its life cycle. 9.2. Exclusions The guarantee shall not apply to obvious defects. Also excluded from the guarantee are faults and defects resulting from natural wear or from an external accident, or even from a modification of the product not planned for or specified by the seller. ARTICLE 10 - Invoicing An invoice shall be issued by the seller for each delivery. ARTICLE 11 – Payment 11.1. Modalities In accordance with law 2008-776 of 4 August 2008, the seller’s invoices are payable after thirty days, at the end of the month. Any product dispatched from the 1st to the 30th or 31st of each month shall take on the value of the said month. In case of late payment, lateness penalties shall be payable the day after the payment date indicated on the invoice. The interest rate used to calculate these penalties, under the terms of Article L.441-6 of the Commercial Code, shall be equal to the interest rate applied by the European Central Bank for its most recent refinancing operation increased by a number of percentage points. These penalties shall be automatically payable. In addition to late penalties, any late payment shall automatically lead to the debtor being required to pay a fixed sum of €40 for collection costs under Articles 441-6 and D. 441-5 of the Commercial Code. Additional compensation may be claimed on evidence should recovery costs exceed the amount provided for. The seller reserves the right to modify the payment deadlines granted to its clients. At the end of these deadlines, the deliveries shall be paid for in advance through bank transfer. 11.2. Demand for guarantee or payment Any deterioration in the buyer’s credit may result in a demand for guarantees, especially cash payment or payment through draft payable at sight, before the execution of incoming orders. ARTICLE 12 - Risks The buyer shall bear the risks, even in case of carriage paid sale, upon dispatch of the goods from the seller’s warehouses. Therefore, the goods shall travel at the buyer’s risk; in case of damage, loss or incomplete delivery, the buyer shall lodge all complaints or file claims with the carriers responsible as stipulated above. ARTICLE 13 – Reservation concerning ownership In accordance with Articles 2367 to 2372 of the Civil Code, the goods shall remain the seller’s property until they are paid for in full. ARTICLE 14 - Jurisdictional venue – Dispute In the absence of an amicable settlement of a dispute, the jurisdictional venue for any dispute arising in connection with the composition or execution of the order shall be the Court of Bobigny (Seine Saint-Denis-France), unless otherwise required by the seller. This clause shall apply even in the event of summary judgement, incidental claim, multiple defendants or warrantee proceedings, regardless of the mode and modalities of payment; no jurisdictional venue clause on the buyers’ documents may hamper the application of the present clause. GENERAL TERMS OF SALE