GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions of sale are systematically sent or handed over to each SONOSS buyer, in order to enable them to place an order. Consequently, the fact of placing an order with SONOSS implies the full and unreserved adherence of the buyer to these conditions, which have contractual value between the parties. No particular condition may, unless formally accepted in writing by the seller, prevail over these general terms and conditions of sale.

ORDER TAKING

Orders will be final only when they have been confirmed in writing, and after payment of a deposit of 30% of the total amount of the order, duly received by the company SONOSS. The seller is only bound by orders placed by its representatives or employees subject to written and signed confirmation from it. The acceptance may nevertheless result from the shipment of the goods to the purchaser. The benefit of the order is personal to the buyer and cannot be transferred by the latter to a third party without the seller’s agreement.

ORDER MODIFICATION

Any modification or cancellation of the order requested by the buyer can only be taken into consideration if it is received within two weeks prior to shipment of the goods, and in writing, to the seller. Nevertheless, the seller reserves the right not to accept this modification or resolution. In this case, the deposits paid will remain vested in him, without prejudice to additional damages as indicated below.

DELIVERY - TRANSPORT

Delivery is carried out either by direct delivery of the goods to the buyer, or by simple notice of availability at SONOSS' premises, or by delivery to a shipper or carrier at the seller’s premises. If the goods are shipped to the buyer, they travel at the recipient’s risk.

DELIVERY TIMES

Deliveries are only made according to availability and in the order of arrival of orders. The seller is authorized to make deliveries in whole or in part. Delivery times are indicative and depend on the seller’s supply possibilities, as well as transport possibilities. Any exceeding of delivery times may not give rise to damages of any kind whatsoever, nor to retention or cancellation of pending orders. However, if the period of one month after the indicative delivery date has passed and formal notice to deliver is issued by the buyer to the seller in the form of a registered letter with acknowledgment of receipt, the sale may then be cancelled at the request of either party. The following are considered to be cases of force majeure relieving the seller from its obligation to deliver: war, riots, fire, strikes, accidents, or inability to obtain supplies. In any case, timely delivery can only occur if the buyer is up to date with its obligations towards the seller, regardless of the cause.

DELIVERY - RISKS

In the case of shipments of goods, they travel at the risk of the consignee to whom they belong, in the event of damage or shortages, to make any necessary findings and confirm their reservations by extrajudicial document or by registered letter with acknowledgment of receipt to the carrier within three days following receipt of the goods.

RECEPTION

Without prejudice to the measures to be taken vis-à-vis the carrier, complaints regarding apparent defects or non-conformity of the delivered product with the ordered product or dispatch note must be made in writing within eight days of the arrival of the products. It is up to the buyer to provide any justification as to the reality of the defects or anomalies observed. He must give the seller every facility to proceed with the finding and to allow him to attempt to remedy it. He shall refrain from intervening himself or from involving a third party for this purpose.

WARRANTY

The equipment sold by the company SONOSS is guaranteed for one year from its delivery against any hidden manufacturing defect, excluding lamps. The warranty cannot be applied for apparent defects, which the buyer must claim upon receipt of the equipment. This warranty clause shall lapse in the event of misuse of the equipment or intervention on it by the purchaser or a third party. Interventions due under the guarantee shall not have the effect of prolonging its duration. Presentation of the guarantee certificate will be required when the latter is invoked. Under this warranty, the only obligation incumbent on the seller will be the repair of the product, or the replacement of it or the element recognized as defective by its services. Under no circumstances may the purchaser be entitled to claim compensation for any reason whatsoever in the event of intervention under the guarantee.

PRICE

The equipment is supplied at the price in force on the day of delivery. All taxes, fees, duties or other benefits payable under French regulations, or those of an importing country or a transit country are the responsibility of the buyer.

PAYMENT

The first delivery is made by cash on delivery. The opening of an account is subject to the acceptance of the application for account opening by the accounting and commercial departments of the vendor. Invoices are payable in cash. Negotiable instruments do not grant a derogation from the place of payment, which is that of the commercial court at the headquarters of the company SONOSS, namely the commercial court of LILLE. Failure to pay a negotiable instrument on its due date results in the immediate payment of all amounts due. Extensions of maturity may be granted only in very exceptional circumstances and will automatically result in the collection of interest at a rate of 1.5% per month, as well as the reimbursement of any expenses that the seller may have to bear. In the event that we are obliged to entrust the amount of the invoice to our legal department for recovery, a fixed compensation of 15% of the amount to be recovered would be due as a penalty clause, without prejudice to any repeatable costs and damages.

LATE OR DEFAULT PAYMENT

In the event of late payment, the seller may suspend all pending orders without prejudice to any other course of action. Any amount not paid by the due date shall be increased by the amount indicated in the paragraph titled "settlement". In case of non-payment, 48 hours after a formal notice that has remained unsuccessful, the sale will be terminated automatically if the seller so wishes, who may request, in summary proceedings, the return of the products without prejudice to any other damages. The resolution will affect not only the order in question, but also all previous unpaid orders and all current orders. In the case of payment by commercial instrument, failure to return the instrument will be considered as a refusal of acceptance comparable to a default of payment. Similarly, when payment is spread out, failure to pay for a single instalment will result in the immediate payment of all amounts owed by the buyer for any reason whatsoever, without prior notice. Under no circumstances may payments be suspended or offset without the prior written consent of the seller. Any partial payment shall be set off against the non-privileged part of the claim and then against the amounts most recently due. Finally, any failure to pay will automatically result in a non-deductible penalty within the meaning of Article 1229 of the Civil Code, fixed at a flat rate of 20% of the amount of the outstanding order, without prejudice to any additional damages that the seller may be entitled to claim before the competent court.

PROPERTY RETENTION

The goods sold are sold with a clause expressly making the transfer of their ownership conditional on full payment of the principal and ancillary costs. In the event of reorganization or judicial liquidation of the buyer, the seller shall have the right to claim ownership of the goods sold, or the right to prohibit any use of the goods remaining in stock. The claim will relate to the possible resale price of these goods by the buyer. If payment is not made on a single agreed date, the sale will be automatically cancelled. The risk of loss or theft will be transferred to the buyer upon delivery of the equipment.

JURISDICTION ASSIGNEMENT

In the event of a dispute of any kind whatsoever, notably concerning the interpretation, execution or termination of the sales contract, the Commercial Court of LILLE shall have sole jurisdiction, notwithstanding the plurality of defendants, even in the case of an appeal against warranty.