Article 1: General

Any order sent to ROSENBERG VENDOME implies acceptance by the Purchaser of these general conditions of sale and the renunciation of the Purchaser's own general conditions of sale, including any trade union conditions. This acceptance is deemed to be acquired if no reservations are expressed by the Purchaser within 10 days.

The information shown in the catalogue and prospectus - irrespective of the support medium - is not binding on ROSENBERG VENDOME, which reserves the right to make any modifications.

ROSENBERG VENDOME is not bound by any commitments which may be entered into it by its representatives or employees unless an agreement has been issued by ROSENBERG VENDOME. This agreement will be deemed as acquired in the case of non contestation by ROSENBERG VENDOME within 15 working days from the date of receipt of the order. Any disagreement will be notified to the Purchaser within the same deadlines. The sales contract will not be finally concluded until acceptance by ROSENBERG VENDOME of the request of the Purchaser.

Article 2: Delivery deadline

The deadlines are established depending on information brought to the knowledge of ROSENBERG VENDOME on the day of the order.

A delay in delivery shall under no circumstances give rise to any indemnity.

ROSENBERG VENDOME is discharged as of right from any commitment concerning delivery deadlines:

• in the case where the payment conditions have not been respected by the Purchaser.
• in the case of Act of God.
• in the case of a lack of raw materials.

Article 3: Price

The prices of ROSENBERG VENDOME are determined ex works, either in Euros, excluding taxes, or in foreign currency. They may be revised in the case of a substantial and sudden increase in the cost of raw materials or exchange rates. The procedures will be defined, if applicable, in accordance with the specific conditions.

Article 4: Transport and delivery

Irrespective of the mode of transport, dispatch is under the express liability of the Purchaser.

All transport, insurance, customs, handling and positioning at the base of the structure are carried out at the responsibility and cost, risk and peril  of the Purchaser, who is  responsible for checking deliveries on arrival, and making any claims  against the transporters.

In the case of delivery by ROSENBERG VENDOME, the Purchaser is bound to issue any reservations at the time of delivery. The reservations must be entered on the delivery note. Any subsequent complaints will not be taken into consideration.

In the case of collection by the customer from ROSENBERG VENDOME, the products will be deemed to have been inspected at the time of their removal. Under no circumstances shall removal of equipment by the Purchaser be the subject of a transport credit note.

Each delivery will be accompanied by a delivery note detailing the products delivered. The Purchaser must notify ROSENBERG VENDOME immediately of any differences observed.

In the absence of reservations, deliveries by ROSENBERG VENDOME will be deemed as having been made at the time of acceptance as correct and conform to the delivery note.

Article 5: Retention of ownership and payment

5.1.Retention of ownership

The transfer of ownership of the items sold is subject to payment by the Purchaser of the price on the due date or dates in conformity with the French law LME Nr 2008-776 dated 4th August 2008. If payment of one or more invoices is not received, the seller may recover the goods. However, risk is transferred as of the time of delivery, thus the Purchaser will be then responsible for damages caused to or by the goods.

By express agreement, ROSENBERG VENDOME sales contracts are always concluded subject to a suspensive condition of payment in full by the Purchaser on the due date or dates.

5.2.Resale or use

The goods remain the property of the seller until their price has been paid in full. By way of sole concession, ROSENBERG VENDOME, authorises the Purchaser, from now, to resell or use the designated goods, provided the Purchaser pays, from the time of resale, the entire price remaining due. Any such sums shall, from now, be subject to a charge for the benefit of ROSENBERG VENDOME in conformity with article 2071 of the French Civil Code, the Purchaser becoming a simple custodian of the price.

5.3.Payment

In conformity with article L441-3 of the Sales Code, modified by the law 2012-387 dated March 22 nd 2012, for all goods or services supplied by ROSENBERG VENDOME, the customer will receive an invoice from ROSENBERG VENDOME.

According to article L441-6 modified by the law 2002-1270 dated November 20th 2012, the delay for payment of sums due, as

agreed on by the seller and Purchaser, cannot exceed 45 days from the end of the month or 60 days from the day of receipt of the invoice. All clauses or requests for longer payment delays will be considered as abusive and subject to a penalty.

Contractual payment terms cannot be unilaterally changed by the purchaser for any reason, even in case of dispute. No discount will be granted for an early payment.

In the case of payment by accepted draft, the Purchaser is bound to return the same within eight days from the date of receipt of the corresponding invoice or statement. In the case of payment by cheque, the purchaser is bound to make payment on receipt of the invoice. In these instances, no other delivery may occur until the draft or cheque has been received by ROSENBERG VENDOME.

5.4.Payment delay

According to article L441-6 modified by the law 2002-1270 dated November 20th 2012, applicable from January 1st 2013, any delayed payments allow the seller, on the first day following the due date on the invoice, to request:

• Late fees, which will be fixed as the base rate of the European Central Bank increased by 10 percentage points. Late fees will be imposed without prior notice.
• Recovery fees. The amount, fixed by decree, is 40 €. If the real cost of collection is higher than the fixed amount, ROSENBERG VENDOME can also ask for additional fees with supporting evidence.

Beyond penalties and compensation, in the case where payments are not made on the dates agreed by the parties, ROSENBERG VENDOME reserves the right to recover the item delivered, and at its discretion, to terminate the contract according to the Retention of ownership clause stipulated in article 5.1. Any costs of any nature linked to such recovery operations will be paid by the Purchaser.

Article 6: Guarantees

6.1.Standard catalogue products

ROSENBERG VENDOME standard catalogue products are guaranteed for one year, from the date of delivery, and for normal use as specified in the catalogue.

6.2.Specific products

ROSENBERG VENDOME products manufactured specifically in the framework of the customer's requirements, notably specifications, are guaranteed for one year from the date of delivery. This guarantee applies only if the items are used in accordance with the contractual conditions.

6.3.Procedure for invoking the guarantee

The guarantee is limited to pure and simple replacement of parts acknowledged as being defective by the technical department of ROSENBERG VENDOME. Transport and manpower shall be paid for by the Purchaser.

Any request for invoking of the guarantee must be accompanied by the defective part and indicate the machine number and its date of commissioning.

Except in the case of a proven hidden defect, wearing parts are excluded from the guarantee. Any misuse of the equipment, modifications made to the equipment by an unauthorised person intervening without the agreement of ROSENBERG VENDOME, use of non original spare parts will result in forfeiting of the guarantee rights.

In order to invoke the benefit of these provisions, the Purchase must inform ROSENBERG VENDOME, without delay and in writing of the defects it attributes to the product and supply all proof as to their existence. It must accord the company ROSENBERG VENDOME all facilities to inspect the defects and remedy the latter.

6.4.Intervention outside the guarantee

Interventions and replacement of parts outside the guarantee by the ROSENBERG VENDOME after sales department will be the subject of an initial estimate. Travel and after sales intervention costs for ROSENBERG VENDOME technicians will be paid by the Purchaser.

6.5.Spare parts

Apart from hidden defects, ROSENBERG VENDOME shall not be liable, except for conformity of the part to the specifications.   It is up to the Purchaser to select the spare part depending on the use constraints and the anticipated results.