General sales terms and conditions

ARTICLE 1 - PURPOSE AND SCOPE OF APPLICATION 1.1 Every product order implies the buyer's unreserved acceptance and full and unconditional compliance with these General Sales Terms and Conditions, which shall prevail over all other documents used by the Buyer, particularly any and all general purchase terms and conditions, unless exceptionally and expressly approved beforehand by our Company. 1.2 These General Sales Terms and Conditions shall apply to all product sales by our Company, unless specifically agreed otherwise in writing between the Parties prior to the order. Consequently, when a Customer places an order, said Customer agrees to comply unreservedly with these General Sales Terms and Conditions, subject to speciai terms granted in writing by our Company to the Buyer. 1.3 Any other document than these General Sales Terms and Conditions, particularly catalogues, prospectuses, advertising, specifications and notices, shall be for information only and shall not be contractually binding. 

ARTICLE 2 - PRICES 2.1 Our prices are determined by the rates in force on the day when the order is placed or are determined by a quotation. Our prices are always quoted net of sales taxes, excluding packaging, delivery taken in our shops. 2.2 ORIC reserves the right to deliver quantities that are up to 5% larger or smaller without any legal consequences. 2.3 Our prices are ex-warehouse, shipping and handling not included, unless expressly agreed otherwise with the Customer. The fact that shipment is made "carriage paid" or that the vendor or an agent has shipped the order on behalf of the Customer shall not affect the above rules or the consequences connected with the date on which the goods are made available in our warehouses. Our prices are calculated on a net basis, without discount. Our invoices shall be paid 30 days after the end of the month of delivery. 2.4 Unless otherwise agreed, delivery delays shall not entail cancellation of an order or termination or modification of the contract. They shall not give rise to damages. Any penalty clauses in the commercial documents of our Customers shall not be binding upon us. 2.5 The delivery times given in an order are accepted by and binding for our Company under the following terms : the Customer has complied with the terms of payment and has paid the agreed advances; all technical specifications have been provided on time; studies or preparatory works have not been delayed ; there has been no case of force majeure and no social, political, economic or technical events have hampered the operation of our plants or their supply of components, energy or raw materials. 

ARTICLE 3 - TERMS OF PAYMENT   3.1 Payment Our invoices shall be paid by cheque or transfer on the due date mentioned in them : 30 days after the end of the month of delivery. Only actual collection of trade bills or documentary letters of credit shall be considered full payment in the meaning of these General Sales Terms and Conditions. 3.2 Non-payment 3.2.1. In the event that the Customer fails to pay any amount including VAT on its due date, the Customer shall incur penalties fixed at three times the legal interest rate. These penalties shall be due by operation of law and shall be automatically deducted from the Customer's account. Note: Late payment penalties shall accrue automatically without need for a reminder or notice. 3.2.2. Moreover, our Company reserves the right to sue for payment before the competent court, subject to a fine for every day of delay. 

ARTICLE 4 - RETENTION OF OWNERSHIP 4.1 TRANSFER OF THE OWNERSHIP OF OUR PRODUCTS SHALL BE SUSPENDED UNTIL THE CUSTOMER HAS PAID THE FULL PRICE INCLUDING THE PRINCIPAL AND INCIDENTAL COSTS, EVEN WHEN THE CUSTOMER IS GRANTED A SPECIAL PAYMENT TIME. ANY CLAUSE TO THE CONTRARY, PARTICULARLY ONE INSERTED IN THE CUSTOMER'S GENERAL PURCHASE TERMS AND CONDITIONS, SHALL BE DEEMED NOT TO HAVE BEEN WRITTEN, PURSUANT TO ARTICLE L.624-16 OF THE FRENCH COMMERCIAL CODE. BY CONTRAST, ALL RISKS SHALL BE TRANSFERRED TO THE CUSTOMER, INCLUDING RISKS DURING SHIPMENT. 

4.2 THE PARTIES AGREE EXPRESSLY THAT OUR COMPANY MAY EXERCISE ITS RIGHTS UNDER THIS OWNERSHIP RETENTION CLAUSE TO ALL CLAIMS AND RECEIVABLES AND TO ALL PRODUCTS IN THE CUSTOMER'S POSSESSION, WHICH SHALL BE CONSIDERED NOT TO HAVE BEEN PAID BY AGREEMENT BETWEEN THE PARTIES ; MOREOVER, OUR COMPANY MAY REPOSSESS THESE PRODUCTS AND CLAIM COMPENSATION FOR ALL UNPAID INVOICES, WITHOUT PREJUDICE TO ITS RIGHT TO CANCEL OUTSTANDING SALES. 

 4.3 THE BUYER IS AUTHORISED TO SELL GOODS DELIVERED TO IT IN THE ORDINARY COURSE OF BUSINESS. HOWEVER, IT MAY NOT GRANT A PLEDGE TO SUCH GOODS OR TRANSFER THEIR OWNERSHIP BY WAY OF GUARANTEE. IN THE CASE OF A SALE, THE BUYER AGREES TO PAY OUR COMPANY IMMEDIATELY ANY FRACTION OF THE PRICE STILL OUTSTANDING AND DUE. 

4.4 IN THE CASE OF A SALE, THE BUYER AGREES TO INFORM OUR COMPANY IMMEDIATELY TO ALLOW IT TO EXERCISE ITS CLAIM TO RECOVER THE PRICE FROM THE THIRD PURCHASER THE SALES AUTHORISATION SHALL BE WITHDRAWN AUTOMATICALLY IN THE CASE OF A JUDICIAL REORGANISATION OR LIQUIDATION. 

4.5 IN THE ORDINARY COURSE OF BUSINESS THE BUYER IS AUTHORISED TO CONVERT THE DELIVERED GOODS. IN THE CASE OF CONVERSION, THE BUYER AGREES TO PAY OUR COMPANY IMMEDIATELY ANY FRACTION OF THE PRICE STILL OUTSTANDING AND DUE. 

4.6 THE BUYER HEREWITH ASSIGNS OWNERSHIP OF THE OBJECT RESULTING FROM CONVERSION IN ORDER TO SECURE THE RIGHTS OF OUR COMPANY PROVIDED FOR IN PARAGRAPH 1. IN THE CASE OF AN ATTACHMENT OR ANY OTHER INTERVENTION MEASURE BY A THIRD PARTY, THE BUYER SHALL IMMEDIATELY NOTIFY OUR COMPANY. THE SALES AUTHORISATION SHALL BE WITHDRAWN AUTOMATICALLY IN THE CASE OF A JUDICIAL REORGANISATION OR LIQUIDATION. 

ARTICLE 5- JURISDICTION  FOR LEGAL PURPOSES OUR COMPANY SHALL BE DOMICILED AT ITS REGISTERED OFFICE. ANY DISPUTE WITH REGARD TO THE APPLICATION OF THESE GENERAL SALES TERMS AND CONDITIONS AND THEIR PERFORMANCE, THE SALES CONTRACTS SIGNED BY OUR COMPANY OR PAYMENT OF THE PRICE SHALL BE REFERRED TO THE COMMERCIAL COURT WITH JURISDICTION OVER THE REGISTERED OFFICE OF OUR COMPANY, I.E. THE COMMERCIAL COURT OF GRENOBLE, REGARDLESS OF THE PLACE OF THE ORDER, DELIVERY OR PAYMENT AND REGARDLESS OF THE PAYMENT METHOD, EVEN IN THE CASE OF AN APPLICATION FOR THE JOINDER OF A GUARANTOR AS A PARTY OR THE EXISTENCE OF SEVERAL  DEFENDANTS. 

ARTICLE 6 - WAIVER Failure by our Company to claim at any time its rights under one or more clauses of this Agreement shall not be considered a waiver of its rights under these same clauses in the future. 

ARTICLE 7 - GOVERNING LAW  Any issue or matter in connection with these General Sales Terms and Conditions and the sales governed by them and not covered by these contractual terms and conditions shall be governed by French law, to the exclusion of any other law and, on a suppletive basis, by the Vienna Convention on Contracts for the International Sale of