GENERAL SALES CONDITIONS

1. SELLER'S OFFER

The Seller's offer is formalized in its current price or on estimate. Unless otherwise stipulated in writing, the validity period of quotations is 30 days from the date of issue.

2. ORDERS

Orders placed on the basis of the price (see article 3 below) or a quotation must be sent to us by mail, e-mail, fax, referral in the Seller's ERP, Seller's website, internet platform, or any other means chosen by the Buyer and previously accepted by the Seller . Orders addressed to the Seller only become final after acceptance by the Seller. This acceptance results from the confirmation of the order, by e-mail or the delivery of the Products. Orders sent to us imply the express acceptance of the following terms and conditions. No order addressed to the Seller may be modified or cancelled without the prior written consent of the Seller.
The Seller reserves the right to refuse orders in the event of the Buyer's failure to comply with any of its obligations and, more generally, to refuse any order that is abnormal for any reason whatsoever or placed in bad faith. This will be the case, in particular, in the event of orders that are clearly excessive in view of the Buyer's usual order volume. In such cases, the Seller must avoid fluctuations in production and guarantee the regularity of its logistics flows. Similarly, repeated orders, on short dates, for Products that are out of stock will be considered to have been placed in bad faith.
If the entire order cannot be fulfilled due to a partial or total shortage of which the Buyer has been informed, this shall not justify an order cancellation or give rise to penalties or compensation.

3. PRICES

The Products are invoiced at the rate in force on the day of the order. The price may be revised at any time with a notice period of four (4) weeks before its date of application in order to take into account the evolution of costs borne by the Seller or the Seller's suppliers resulting in particular from fluctuations in foreign trade and currencies or from the alteration of charges. This notice period may be reduced to fifteen (15) days when the price changes are justified by an exceptional increase in the manufacturing costs of the Products: increase in the price of raw materials used in the manufacture of the Products, the cost of inputs in general, labour costs, the cost of transporting the Products or the cost of packaging, energy and any element necessary for the manufacture of the Products, with the Seller having to justify this exceptional increase on the basis of objective elements that it will bring to the attention of the Buyer. Any Buyer who places an order after the notification of the new price for delivery of the Products after the entry into force of the new price is deemed to have accepted the latter, which will take precedence over any possible divergent information that may appear in the order.

4. PRICE

Our selling prices are those mentioned in the quotation drawn up at the request of the Buyer or in the price list in force (validity period notified on the quotation).
Prices are exclusive of any local or state taxes, duties (including VAT), which will be the sole responsibility of the Buyer and will be his/her sole responsibility, both in terms of declarations and payments. The Euro is the only currency for invoicing and payment. As a result, any loss arising from exchange rate fluctuations that may occur in connection with the execution of the sales contracts shall be borne by the Buyer.

5. PAYMENT

Unless otherwise stipulated in writing at the time of the offer, payments are to be made within 30 days NET or according to group conditions when already in place.

6. LATE PAYMENT

Any failure by the Buyer, in whole or in part, to comply with its payment obligations or any delay, will result in:

the automatic application of late payment penalties calculated at the ECB's refinancing rate in force plus 10 percentage points;
a lump sum indemnity of forty (40) euros for recovery costs provided for in Articles L.441-10 and D. 441-5 of the French Commercial Code, it being specified that this lump sum indemnity is not limited to the amount of other costs that may be incurred by the Seller for the purpose of collecting its invoices;
the right of the Seller to suspend all pending orders and to refuse any new orders, without prejudice to any other legal remedy;
the possibility for the Seller, forty-eight (48) hours after a formal notice has remained unsuccessful, to proceed by operation of law to the cancellation of the sale and to request the return of the Products, without prejudice to any other damages;
if the Seller is obliged to contact an agent (lawyer, bailiff, etc.) to obtain payment of the sums due, it is expressly agreed as a penalty clause stipulated as a lump sum and by operation of law, and not reducible, the application of an increase calculated at the rate of 15% of the amount of the sums due by the Buyer with a minimum of €500, This is without prejudice to default interest and any damages.

Late payment penalties will start from the date of payment shown on the invoice and will continue to run until the day of full payment of all sums due to the Seller. The Seller may automatically set off the said late payment penalties against any price reduction due to the Buyer.
The right to discounts is suspended until full payment of the invoices and any late payment penalties issued by the Seller during the calendar year.

7. RETENTION OF TITLE

It is expressly agreed that the Products sold remain the property of the Seller until the invoices have been paid in full, this retention of title clause being in accordance with the legal and regulatory provisions in force. Until this date, the delivered Product will be considered as consigned and the Buyer will bear the risk of damage that this Product may suffer or cause for any reason whatsoever. Until full payment has been made, the Products may not be resold without the prior consent of the Seller. If the Products, subject to the retention of title, have been resold by the Buyer, the Seller's claim will automatically be transferred to the claim for the price of the Products thus sold by the Buyer. The Buyer hereby assigns to the Seller any claims that may arise from the resale of the unpaid Products subject to retention of title. Notwithstanding any provision to the contrary of the contract, in the event of non-compliance by the Buyer with one of the payment deadlines, the Seller, without losing any of his rights, may demand by simple registered letter the return of the Products at the expense of the Buyer until the latter has fulfilled all of his commitments. All advance payments previously paid will remain vested in their entirety by the Seller as a penalty clause.

8. DELIVERY

Shipping times are indicated in the order acknowledgment containing all the information necessary for its completion and are counted from the date of this document. Deadlines are indicated as accurately as possible, but depend on supply and transport possibilities. Any delay in providing information or processing relating to an order may result in a change in deadlines.
Possible delays in delivery do not entitle the Buyer to cancel current orders, withhold payments, refuse delivery or claim damages.
The delivery times accepted by the Seller are automatically suspended by any event beyond the control of the Seller and resulting in a delay in delivery, and in particular in the event of force majeure, as defined in the "Force Majeure" article below.
The Seller is authorised to make deliveries in whole or in part, without being held liable in this respect. In particular, the Seller reserves the right to make partial deliveries with corresponding invoicing: any partial delivery shall be considered as a separate contract. Consequently, the Buyer will not be able to take advantage of the expectation of the balance of the Products ordered to defer the payment of the invoice corresponding to the partial delivery that has taken place.

9. EXPORT

Unless otherwise agreed in writing between the Seller and the Buyer, the Products are delivered EXW (Incoterms CCI 2020), Seller's website.
The Buyer undertakes to carry out its activities in all circumstances in compliance with the laws and regulations of all kinds that are applicable in the country of establishment of the Buyer.
When authorisations or formalities, in particular import or exchange controls, are required for importation into the country of destination or for payment for the Products sold, their obtaining or completion in good time is the responsibility and responsibility of the Buyer, who must nevertheless inform the Seller.
Buyer acknowledges that certain Products may be subject to export laws and regulations. Buyer warrants that it will not export or transmit or otherwise use the Products or information relating to any merchandise subject to export laws and regulations, except in full compliance with applicable laws and regulations. The Seller cannot be held responsible for delays and other consequences due to the application and changes of these regulations.
In addition, the Buyer shall comply with any request for governmental authorization or license that may be required for any sale or delivery of the Products; Buyer shall also not resell, re-transfer, export or otherwise dispose of the Products unless any governmental authorization or license has been obtained from the relevant authorities. Upon Seller's request, the Buyer shall provide Seller with any completed and signed non-transfer or end-user certificate, or similar document. The Seller shall not be liable to the Buyer in any way in the event that any required authorization or license is delayed, denied, revoked, limited or not renewed. Any breach by the Buyer of any of the stipulations of this article constitutes an irremediable breach of a substantial obligation likely to result in the immediate termination of the order concerned.

10. CONDITIONS AND FEES FOR THE RETURN AND RETURN OF PRODUCTS UNDER CONDITIONS (EXCLUDING PRODUCT EXCHANGE)

No return of the Product will be accepted by the Seller, unless the Buyer has previously requested it to [email protected], duly approved in writing by the Seller specifying the delivery address of the return and the return prices according to the schedule below. Any Product returned without this prior agreement will be refused and returned to the Buyer and will not give rise to the establishment of a credit note.
In the case of an agreement, the return of the Products must be made no later than fifteen (15) days after the date of acceptance by the Seller. The Products will be returned at the sole expense of the Buyer and will travel at the Buyer's own risk. The returned Products must be in new condition, free of use and deterioration, in their original packaging with traceability label .
Any return of Products accepted by the Seller will result in the establishment of a credit note for the benefit of the Buyer, after the Seller has carried out a qualitative and quantitative verification of the Products returned.
Control, discount and restocking costs:

Up to 1 month depending on invoice date: 20% restocking fee
Between 1 month and 3 months depending on invoice date: 40% restocking fee
Beyond 3 months depending on invoice date: No returns will be accepted

Please note that specially made or custom-made items are not returned or exchanged.

11. FEATURES

All dimensions, weight, images, videos, performance and specifications are approximate and are for information purposes only. These values are not contractual and cannot engage our liability. For the sake of continuous improvement, SESA SYSTEMS reserves the right to modify the characteristics without prior notice.
The Seller reserves the right to make any modifications to the Products to comply with the legal requirements in force or to improve the performance of the Products, without any obligation to modify the Products previously delivered or in the process of being ordered.

12. SERVICES

Any prior installation (connection, interconnections, etc.) Any commissioning, any training of staff, any technical assistance, any advice, any repair, and more generally any provision of services that would be carried out for the needs of the user customer will be invoiced at the rate in force and will be the subject of an order.

13. LIABILITY

The Products marketed by the Seller comply with the required specifications and the legislation and/or regulations and/or standards in force and are guaranteed against any manufacturing defects.
The lodging of a complaint, whatever the cause, and even if it is made within the prescribed period, cannot allow the Buyer to delay the payment of an amount that has fallen due.
In the event of a defect or non-conformity of the Products sold, the Seller cannot be held liable beyond the replacement or refund in the form of a credit note for Products recognized as non-compliant or defective. In particular, the Seller shall not be liable for any indirect or immaterial damage, costs and losses of any kind such as loss of profit, loss of income, loss of goodwill, etc.
In any event, the Seller cannot be held liable if the Products have been transported in abnormal conditions or incompatible with their nature or if the Products sold have been unloaded or stored in conditions that are abnormal or incompatible with their nature.
The use of information technology requires the coordination of material, technical and intellectual resources and is dependent on the structures, methods, skills and needs of the user enterprise. For this reason, the parties expressly accept that the Seller shall not be liable for damages of any kind (material or immaterial) that could, directly or indirectly, be attributable to it. The user customer must take out insurance covering all of these risks with waiver of recourse against the seller by the insurer.

14. FORCE MAJEURE

In particular, the following are assimilated to cases of force majeure or unforeseeable events, relieving our company of its obligation to deliver within the initially planned deadlines (temporary impediment) or making it impossible to perform the contract (definitive impediment), circumstances beyond its control or will, such as war, border closure, riots, strikes, etc. intervention by civil or military authorities, act of sabotage, act of terrorism, natural disasters, frost, thaw barriers, fire, storm, flood, health risks, infectious diseases, pandemics, quarantine measures, epidemic, interruption of the telecommunications network or electricity grid, disruption of supply of raw materials, difficulties or disruption of supply due to a cause not attributable to our company, as well as any other cause of total or partial disruption of supply attributable to our suppliers, without this list being exhaustive.
As soon as it becomes aware of an event constituting a case of force majeure or unforeseeable event or cause assimilated to force majeure, our company informs the Buyer in writing and indicates the expected duration of the persistence of this event.
If the non-performance of the contract of sale were to exceed three months, either Party would then have the possibility of terminating the sale, the termination taking effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing the said contract of sale.
Failure to perform the contract shall not give rise to any claim for damages, and liability cannot be incurred in such a case.

15. RESPONSIBILITY FOR TRANSPORT: "INSPECTION OF IMPERATIVE MATERIAL UPON RECEIPT".

Products travel at the recipient's own risk. Itis the Buyer's responsibility to check the conformity of the Productswith the order upon receipt, both in terms of quantity (missing) and quality (damage), and to exercise recourse against the carrier if necessary, even if the shipment has been made free of charge. In the event of DAMAGE or MISSING, the oral reservations, even if confirmed by letter, as well as the words " Accepted subject to control " are without legal value.
It is ESSENTIAL to carry out successively the following two operations according to Article L333-3 of the Codeof French Commerce:

Write the SPECIFIED RESERVATIONS on the CARRIER'S SLIP in the presence of the delivery person.
Confirm these reservations within 2 days on REGISTERED LETTER TO THE CARRIER WITH ACKNOWLEDGMENT OF RECEIPT.

You will then have to contact our customer service to inform us of the dispute/damage.
THERE IS NO RECOURSE IF THESE RULES AND INSTRUCTIONS HAVE NOT BEEN FOLLOWED.

16. WARRANTY

SESA SYSTEMS guarantees the delivered Product against any defect in material and construction for one year, with the exception of electrical equipment for which the warranty is that of the supplier, which runs from the date of delivery.
Complaints relating to non-conformities must be made in writing and notified to the Seller, by email and confirmed by registered mail with acknowledgement of receipt within eight (8) days of receipt of the Products. The Seller reserves the right to refuse to take into account any complaints that may be received after this period and, consequently, to charge the Buyer for the replacement of the Products that are the subject of such complaints.
In the event of negligence, improper maintenance, or improper use by any user, the warranty does not apply. This warranty corresponds to an exchange or repair in our factories of parts recognized as defective, the shipping and packaging being at the expense of the Buyer. We will not be liable for any direct or indirect consequences of a failure of the Product.

17. INTELLECTUAL PROPERTY

The Seller is the owner or licensee of all intellectual property rights covering the Products sold to the Buyer. Products delivered by the Seller under its brands may only be resold in their original presentation and under conditions consistent with their brand image. The Buyer undertakes to respect all of the Seller's intellectual property rights of which he declares to be fully aware, in particular with regard to trademarks, drawings, patents and models, as well as any other intellectual property rights held by the Seller.
The Buyer who becomes aware of an infringement of any intellectual property right held by the Seller must inform the Seller immediately by e-mail confirmed by registered letter with acknowledgement of receipt.

18. CONFIDENTIALITY

The Seller and the Buyer acknowledge that they may, in the context of the execution of their commercial relations, be entrusted with confidential information of a technical, commercial, marketing, financial nature or relating to elements to which intellectual property rights are attached. However, this list is not exhaustive. This information must not, in any way, be disclosed to third parties. They guarantee the confidentiality of information, of whatever nature, written or oral, of which they become aware in the context of the performance of their commercial relations and refrain from communicating it to persons other than those who have the right to know it in respect of it, on pain of having to compensate for the damage suffered.

19. APPLICABLE LAW

French law is solely applicable to the interpretation and execution of these T&Cs and to orders executed by the Seller, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980).

20. LANGUAGE

These T&Cs are written in French. In the event that they are translated into one or more languages, only the French text will be authentic in the event of a dispute.

21. DISPUTES

Any dispute falls under the sole jurisdiction of the Commercial Court of Evreux (France). Any dispute on the part of the Buyer relating to the entire commercial relationship with our company (invoice, sales contract, miscellaneous receivables, etc.) may not be taken into account after a period of 12 months from the date of issue of our invoice for the Products or services concerned. After this period, no claim or dispute may be made and the Buyer's actions will be time-barred.