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GENERAL CONDITIONS OF SALE

GENERAL CONDITIONS OF SALE

All our sales are exclusively regulated by these general conditions, which exclude all other conditions from our customers which have not been expressly approved by our services. The fact of placing an order implies full and unreserved adherence by the customer to these conditions.

These general conditions of sales are regularly updated. The current version is available on our website www.siroco.fr, or on simple request at +33 4 78 90 96 96.

1. Scope of these conditions

These general conditions of sale shall apply to all sales by SIROCO to its clients ("the CLIENT") of the following products ("the PRODUCTS"):

- The products so-called "standard", listed in its catalogue;

- The products developed specifically by plans for a client;

- The products so-called "trade" coming from third party suppliers, partners of SIROCO.

2. Order

Every order shall be of a minimum of 50 € before tax.

The CLIENT shall address any order of the PRODUCTS to SIROCO’s commercial service in writing (letter, fax or email).

An order is not finalized until after written acceptance by SIROCO’s services and any modification requested by the CLIENT is conditional on SIROCO’s written acceptance. In case of modification, the CLIENT will pay SIROCO all expenses incurred including expenses incurred through any consequences of modification, whether direct or indirect, including an eventual extension of delivery time.

Cancellation of the order will only be valid if it has been communicated to SIROCO in writing 15 days prior to the delivery date. In case of a valid cancellation, the quantities manufactured and/or the components of the PRODUCT which are the subject of the cancelled order which have been ordered from third party suppliers following the order and are available at the time of the cancellation will be invoiced to the CLIENT who will be required to accept delivery.

The mold and tools manufactured or bought especially for the execution of the CLIENT’s order and exclusively used by SIROCO for the construction of the client’s order, are the exclusive property of the CLIENT on payment in full. The CLIENT shall remain liable for all costs of maintaining the aforementioned mold/tools during the time in which they are being used by SIROCO so that the mold/tools remain in good condition. SIROCO will restore to the CLIENT the aforementioned mold/tools at the completion of the PRODUCTS.

3. Delivery

Time of delivery is not of the essence and late-delivery cannot entail the refusal of PRODUCTS or the cancellation of the order, or give rise to any claim for damages.

The CLIENT may ask for an express delivery which will result in an additional cost on top of the price of the PRODUCTS for which the CLIENT will be invoiced.

Delivery of the PRODUCTS is made directly to the CLIENT or to a carrier named by SIROCO or to a carrier named by the CLIENT. The PRODUCTS shall always travel at the CLIENT’s risk, even if the prices are established Franco. SIROCO disclaims all liability for damage occurred during transportation. In case of apparent defects, damage, or delivery of a lower quantity of the PRODUCTS than that which was ordered by the CLIENT, the addressee may, within the 24 hours following receipt of the PRODUCTS, send a letter of reserve by registered mail with acknowledgment of receipt.

Should shipping of the PRODUCTS be late for a reason outside of SIROCO’s control and should SIROCO agree, the PRODUCT is stored at the expenses and risks of the CLIENTS, at SIROCO or any other places that suits the CLIENT.

4. Price

On receipt of any order of PRODUCTS, SIROCO will establish a quotation and a specific estimate, which will include any of the PRODUCTS ordered from the catalogue. These quotation and specific estimate are valid for the period of one month being mailed to the CLIENT.

The quotation and specific estimate made by SIROCO’s representative and the prices indicated in the catalogue are given for reference purposes only; SIROCO will only be committed on written confirmation.

The prices are given in Euros and are before tax. VAT is not included in the price. Unless stated otherwise, it covers factory departure (Ex Works Incoterms 2010). In case of export, the CLIENT shall address to SIROCO all documents related to the transportation (CMR and EX1) which demonstrate the sale before tax.

5. Payment

Except where otherwise stipulated, the invoices are payable by bank cheque, direct debit or bank transfer by 30 days end of the month the 15th. The CLIENT shall bear all potential bank charges.

Any modifications to transport fees, customs duties, fiscal or other taxes occurring since the date of acceptance of the order and any new taxes applied since the date of the order will be the financial responsibility of the CLIENT from the date on which they come into force.

Where any outstanding invoice remains unpaid beyond the relevant date of payment, all amounts owed become immediately payable without further notice.

Furthermore, SIROCO may decide, with or without notice, to suspend or terminate all the CLIENT’s outstanding orders and to repossess the PRODUCTS delivered but not paid, until complete payment of the amount owing.

From the day following the payment day indicated on the invoice until payment any unpaid invoice which has become due shall be subject to a default interest rate set at 3 times the French legal interest rate. No reminder or notice shall be issued.

A shorter payment period, cash payment up front, or the supply of a bank guarantee may be requested in the case of lack of a satisfactory reference, assessed at the discretion of SIROCO, for a first order, or for a subsequent order if SIROCO’s assessment of the risk changes for any reason.

In the event of a significant change to the CLIENT’s situation (death, voluntary or compulsory liquidation, acquisition, reorganization, total or partial transfer of assets, etc.), SIROCO may, at its discretion, require additional guarantees, cancel the order, or, in case of successive orders, suspend all orders.

6. Retention of title and transfer of risk

SIROCO REMAINS THE OWNER OF ALL THE PRODUCTS UNTIL FULL PAYMENT OF THE PRODUCT PRICE IS RECEIVED REGARDLESS OF THE DATE OF DELIVERY. SIROCO MAY RECLAIM POSSESSION OF ITS PRODUCTS IN CASE OF DEFAULT ON ONE PAYMENT WHICH HAS BECOME DUE AND THE CLIENT COMMITS ITSELF TO RETURN THE PRODUCTS TO SIROCO, BEARING ALL COSTS, AT FIRST DEMAND.

POSSESSION OF DELIVERED PRODUCTS FOR WHICH PAYMENT HAS NOT BEEN RECEIVED MAY BE RECLAIMED EVEN IN THE EVENT OF A LEGAL SETTLEMENT OR THE LIQUIDATION OF ASSETS UNDER THE CONDITIONS OF ARTICLES L624-16 AND L624-18 OF THE FRENCH COMMERCIAL CODE. IT IS EXPRESSLY AGREED THAT THE RETENTION OF TITLE CLAUSE ALSO APPLIES TO PRODUCTS STILL IN STOCK.

IN CASE OF DISPUTE OR CONTESTATION ON BEHALF OF THE CLIENT, ANY COMPENSATION PAID SHALL NOT AFFECT OR CHALLENGE THE RETENTION OF TITLE CLAUSE.

THIS RETENTION OF TITLE CLAUSE DOES NOT HINDER THE TRANSFER TO THE CLIENT FROM THE DATE OF DELIVERY OF THE RISK OF LOSS AND DAMAGE OF THE PRODUCTS, INCLUDING ANY CONSEQUENTIAL LOSS AND DAMAGE THEREBY OCCASSIONED.

IN CASE OF SUSPENSION OF PAYMENTS AND/OR BANKRUPTCY, THE CLIENT SHALL IMMEDIATELY INFORM SIROCO IN ORDER THAT AN INVENTORY CAN BE ESTABLISHED AND THAT SIROCO CAN ASSERT ITS RIGHT TO RECLAIM THE PRODUCTS.

7. Warranty

Unless otherwise stipulated, the orders are executed in compliance with the customary rules of durability and quality, regardless of the specific use to which the CLIENT intends to put the PRODUCTS. The CLIENT is the sole judge of and is solely responsible for the suitability of the ordered PRODUCTS for their end use. SIROCO warrants the compliance of the specific PRODUCTS manufactured according to plans and samples validated by SIROCO and the CLIENT.

The PRODUCTS are warranted against any defect in function arising from a component part or a manufacturing or design defect, during the first year of utilization from the date of the delivery, provided that the CLIENT makes normal usage of the PRODUCT. All defects and deterioration caused by normal use of the product or by accident or caused by an event outside of SIROCO’s control, are excluded from the warranty (for example inappropriate storage, wrongful use, defective maintenance, failure to comply with our technical instructions and recommendations, etc.).

Furthermore the warranty is excluded if the defect results from a modification of the PRODUCT by the CLIENT, and/or in case of dismantling of the PRODUCT.

Any warranty is excluded for incidents occurring after delivery resulting from the storage of the PRODUCT by the CLIENT or use which does not comply with the technical recommendations given by SIROCO and/or downloadable from its website: www.siroco.fr.

The warranty exclusively covers the replacement of the parts and the cost of labor, excluding any other compensation. The transportation fees, any fees linked to the storage of the PRODUCTS, and to the assembly/dismantling of the PRODUCTS on the vehicle are not included in the warranty.

8. Claims - Responsibilities

All claims shall be made by registered letter with acknowledgment of receipt sent in the year following the delivery of the PRODUCT. All claims shall mention the details of the PRODUCT’s use, the date of purchase and the location of the defective PRODUCT.

No PRODUCT shall be sent back to SIROCO without permission from SIROCO. No return of PRODUCT shall be accepted for reasons outside of SIROCO’s control, for example in the case of mistake by the CLIENT in the choice of the PRODUCT.

Freight and packing costs shall be included in the warranty if the PRODUCT is admitted as defective. If not, they shall be paid by the CLIENT.

SIROCO’s liability is limited to the repair or replacement of the non-compliant PRODUCTS, with the exclusion of any compensation of any sort. However, if a financial award is made against SIROCO, the total amount of all and any damages for which SIROCO shall be liable to the CLIENT is limited to the value of the order which is the subject of the dispute.

SIROCO shall not be liable in compensation for any consequential loss or damage, for example operating losses, commercial damage, shortfall in profits or any third party claim suffered by the CLIENT.

No claim shall allow the CLIENT to postpone the payment of the invoices on the due date, nor to refuse the entire or partial payment of an invoice by, for example, the use of debit note.

The refusal by the CLIENT to pay an invoice in case of a claim being brought may lead to the suspension of all deliveries.

9. Subcontracting

SIROCO may subcontract all or a part of the PRODUCTS’ manufacturing to one or several subcontractors of its choice.

10. Confidentiality

All documents which SIROCO forwards to the CLIENT are confidential and the CLIENT agrees not to communicate them, in whole or in part, to third parties without prior written authorization of SIROCO or to use them for purposes other than those for which they were forwarded.

11. Force majeure

Floods, riots, fires, strikes, accidents of all kinds and all acts of nature and/or acts of God affecting SIROCO’s factories or its suppliers’ factories, the impossibility to receive raw materials or to ship the PRODUCTS because of transportation difficulties, as well as refusals, reduction in or withdrawal of exportation and importation authorization, and prohibition or embargo of importation or exportation and exchange control measures, and in general, any event which is outside of SIROCO’s control resulting in the prevention or delay of the delivery of the PRODUCTS constitute acts of God which release SIROCO from any obligation to complete orders on the due date.

12. Termination

In the event of a failure by the CLIENT to comply with its obligations, including the failure to pay an invoice as it becomes due, as well as acts by the CLIENT which might harm the reputation and/or the trade image of SIROCO which have not been rectified by the CLIENT within a period of 30 days 5/5

calculated from the date of formal notice of the breach sent by SIROCO by registered mail with acknowledgment of receipt, SIROCO may cancel all or a part of the order in addition to any eventual award of damages.

13. Allocation of jurisdiction and applicable law

All disputes relating to the execution or the interpretation of orders will come within the exclusive jurisdiction of the COMMERCIAL COURT OF LYON.

French law only is applicable with the exclusion of the Convention of Vienna on the International Sale of Goods of April 11th, 1980.