General terms and conditions of sales

INTRODUCTION
The fact that MARECHAL ELECTRIC may waive one or more provisions of these General Terms and Conditions shall have no effect on the validity of any other provisions, which, pursuant to the parties’express agreement, shall continue to apply. THE CRÉTEIL COMMERCIAL COURT (TRIBUNAL DE COMMERCE) SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES THAT MAY ARISE, including in the event of multiple defendants or third party claims. Sales shall be governed by French law, to the exclusion, if applicable, of the Vienna Convention on international sales of goods.


PRICES

The prices for MARECHAL ELECTRIC equipment stated in catalogues and rate sheets are indicative only. Only a written confirmation of the order binds MARECHAL ELECTRIC with respect to prices and makes the sale irrevocable, subject to the provisions of these General Terms and Conditions of Sale.
MARECHAL ELECTRIC‘s price offers shall be valid for a maximum period of one month, unless another time period is specified in the price offer.
Prices stated are for equipment in standard packaging prepared for land or air shipment.


PAYMENT TERMS

Payments shall be made on the due dates and by the methods specified in the order. In the event of late payment, instalments that are due and payable but not paid shall automatically incur interest, without the need for a prior notice to make payment, at the interest rate applied by the European Central Bank to its most recent refinancing transaction, plus 10 percentage points, in accordance with the provisions of Article L. 441-6 of the French Commercial Code (Code de Commerce).
Furthermore, the buyer shall owe compensation for collection costs in an amount equal to actual collection costs incurred by MARECHAL ELECTRIC and that, in any event, shall not be less than the flat fee provided for in Article D. 441-5 of the French Commercial Code.
The buyer shall in no event withhold payment of invoices.


PERFORMANCE OF ORDERS

Delays in making equipment available shall entitle the buyer to cancel the order, refuse the equipment or claim damages only with MARECHAL ELECTRIC ‘s express agreement.
Extended interruptions of telecommunications networks, in particular, those of MARECHAL ELECTRIC, and all force majeure events recognised by the French courts shall discharge MARECHAL ELECTRIC from the obligation to make the equipment available on the dates agreed.
Equipment that cannot be supplied due to any of these force majeure events shall be made available when the force majeure event ends.


DELIVERY

Equipment shall be shipped at the buyer’s own risk from the time it is made available to the buyer at MARECHAL ELECTRIC ‘s factory in Maromme (76), unless another Incoterm has been specifically agreed upon.
Unless otherwise expressly agreed, delivery periods are indicative only. The buyer shall not be entitled to cancel the sale, refuse the equipment or claim compensation on the grounds of delayed delivery.


RESERVATION OF TITLE

Title to equipment sold by MARECHAL ELECTRIC shall transfer only after payment in full of all amounts owed under the order.


WARRANTY

If no reservations are made at the time the equipment is received no claim may be made for patent defects or damage. If MARECHAL ELECTRIC acknowledges that equipment it has supplied is non-conforming, its obligation shall be limited to replacing the equipment, to the exclusion of all damages.
No returns shall be accepted without MARECHAL ELECTRIC ‘s prior agreement and if the equipment has not been used in accordance with generally accepted industry practice and the instructions included with each piece of equipment. Returns shall be shipped at the buyer’s expense to the factory in Maromme (76) and shall be definitively accepted only upon receipt.


LIABILITY

MARECHAL ELECTRIC ‘s liability, on any grounds, shall be limited to a sum capped at the amount of the order that gives rise to the claim.
MARECHAL ELECTRIC shall under no circumstances be required to compensate any indirect or intangible losses that the buyer or a third party may claim from it. Accordingly, it shall not be required to compensate inter alia loss of use, loss of production, loss of profits or any loss of an economic or financial nature.
MARECHAL ELECTRIC shall not be liable if “MARECHAL™” brand equipment has been connected to or used with devices or spare parts of a different brand and/or if such equipment was not used and installed in accordance with generally accepted industry practice and the instructions included with each piece of equipment.


ENVIRONMENTAL OBLIGATIONS

Equipment sold does not come within the scope of Decree no. 2005-829 of 20 July 2005 on the composition of electrical and electronic equipment and the disposal of waste generated by such equipment, which was adopted pursuant to Directive 2002/96/EC of the European Parliament and Council of 27 January 2003 on waste electrical and electronic equipment (WEEE). In accordance with Article L. 541-2 of the French Environmental Code (Code de l’Environnement), it is the responsibility
of parties in the possession of waste equipment to dispose of it or arrange for the disposal thereof.