PREAMBLE

These general terms and conditions of sale govern the sale of all products and services provided by CALNEOS. The term “PRODUCTS” refers to all or part of the range of products, processes, and/or services offered by CALNEOS. The term “SELLER” refers to CALNEOS.

The term “CUSTOMER” refers to any person or entity acting within the scope of their professional activity and placing an order to purchase any of the PRODUCTS. The term “CONTRACT” refers to any contract concluded between the SELLER and THE CUSTOMER for the supply of PRODUCTS. These general terms and conditions of sale shall govern the CONTRACT or any order placed under the CONTRACT. Any order placed by the CUSTOMER shall therefore constitute acceptance by the CUSTOMER, in advance, without exception or reservation, of all of these general terms and conditions, unless otherwise agreed in writing between the parties. These general terms and conditions of sale shall apply and prevail over any general terms and conditions of purchase of the CUSTOMER and/or any document issued by the CUSTOMER. Unless formally accepted in writing by the SELLER in advance, no special conditions may be imposed on the SELLER.

1 – SELLER’S OFFERS – CUSTOMER’S ORDERS – SELLER’S DOCUMENTS

1.1 – The SELLER’s offers are valid for a period of ninety (90) days from the date of dispatch, unless otherwise specified in the commercial offer, and may be modified at any time by the SELLER before acceptance by the CUSTOMER.

1.2 – In order to be valid, all sales of PRODUCTS are subject to prior written confirmation by the SELLER of the order placed by means of an acknowledgment of receipt and, where applicable, payment of the deposit specified in the offer or otherwise negotiated between the two parties. Once the SELLER has given its written acceptance, no CONTRACT may be canceled or modified. Unless accepted in writing by the SELLER, any modifications to the offer made by the CUSTOMER and sent to the SELLER in the form of an order or in any other form, which differ from the terms of these general terms and conditions of sale, or which aim to add anything to them, modify them, cancel and replace them, or alter them in any way, shall not be binding on the SELLER and shall be without effect. The absence of a response from the SELLER to any conditions contained in the CUSTOMER’s order or the commencement by the SELLER of any work relating to the CONTRACT shall not constitute acceptance by the SELLER of any additional conditions that differ from or modify the conditions set out in these general terms and conditions of sale. However, modifications to the CONTRACT may be accepted by the SELLER subject to written agreement on the new financial terms resulting from such modifications.

1.3 – In all cases, the SELLER’s documents relating to proposals, such as illustrations, drawings/plans, weight and measurement specifications, are only approximations and must be considered as such unless they are expressly declared final by the SELLER. They may not be used directly or indirectly by the CUSTOMER if they are not followed by a CONTRACT. The SELLER retains ownership and copyright of estimates, drawings/plans, and other documents provided to the CUSTOMER. These documents are confidential in nature and may not be disclosed to third parties. All drawings/plans and other documents relating to a proposal must be returned to the SELLER’s upon request, or, if the order is not placed by the CUSTOMER, must be returned to the SELLER without delay, at the CUSTOMER’s expense.

1.4 – For custom-made PRODUCTS, for intervention or installation at the CUSTOMER’s site as provided for in Article 5, the CUSTOMER shall provide the SELLER, as soon as the order is placed, with all plans, documents, specifications or any other information necessary for the execution of the order. Under no circumstances may the SELLER be held liable for any error, in particular of design or manufacture, which is the result of a defect in the data provided by the CUSTOMER.

1.5 – For all CONTRACTS, with the exception of standard exchange operations specified below, the equipment entrusted by the CUSTOMER to the SELLER remains the exclusive property of the CUSTOMER when it has been paid for by the CUSTOMER. For standard exchange operations, it is expressly agreed that the equipment handed over by the CUSTOMER to the SELLER for exchange becomes the property of the SELLER.

1.6 – The minimum order amount is €150. Below this amount, a flat fee of €50 will be charged in addition to the order price.

2 – OFFERS – PRICES – TERMS OF PAYMENT

2.1 – The prices indicated on the offers and the CONTRACT are ex-works in accordance with the Incoterms of the International Chamber of Commerce (edition in force on the date of placing the order) and may be modified without notice. The price invoiced will be that in force at the time of acceptance of the order by the SELLER. Prices include the cost of standard packaging for delivery in France. Export packaging (upon request) will be invoiced to the CUSTOMER at an additional cost. Packaging will not be taken back, unless otherwise specified.

2.2 – Unless different terms are authorized in writing by the SELLER, payments must be made:

(i) For orders up to EUR 20,000: 100% upon delivery by bank transfer within 30 days of the invoice date;

(ii) For orders over EUR 20,000: (i) either by an initial payment of 30% with the order, 60% upon delivery of the equipment by bank transfer within 30 days of the invoice date, and the remaining 10% after installation, by bank transfer within 30 days of the invoice date, (ii) or upon order, by irrevocable bill of exchange endorsed by a bank approved by the seller, payable 30 days from the invoice date. Payments shall be made to the address specified in the CONTRACT. The SELLER shall not grant any discount in the event of early payment of invoices by the CUSTOMER.

2.3 – In the event of a change in the CUSTOMER’s financial situation during the term of the CONTRACT, for any reason whatsoever, the SELLER shall be entitled to modify the payment terms granted or to require guarantees from the CUSTOMER. No claim by the CUSTOMER may have the effect of deferring or suspending payments, or even allowing any reduction or compensation of the price, without the written agreement of the SELLER.

2.4 – For any CONTRACT lasting more than one year, the parties agree that the price shall be automatically revised on the anniversary date of the CONTRACT, unless otherwise specified in the order acceptance or the CONTRACT, in accordance with the INSEE index of labor costs, wages, and charges in industry, construction, and the service sector: Revised Price = Initial Price X Current Index / CONTRACT Index CONTRACT Index = value of the index on the date of signature of the CONTRACT. Current Index = value of the same index on the date of price revision. In the event that the index taken into consideration is no longer published or is canceled, the replacement index published by INSEE shall be taken into account by operation of law. In the event of disagreement on the new index to be taken into account, the SELLER reserves the right to terminate the current CONTRACT. For any failure to pay by the due date, late payment penalties will be charged at three (3) times the legal interest rate in force and a fixed compensation of forty (40) euros for recovery costs will be charged.

2.5 – For payments from France, for the first order and except in special cases specified by the SELLER, the CUSTOMER must open an account in the SELLER’s books and pay for the first order in advance on the basis of a pro forma invoice issued by the SELLER. For subsequent orders and according to the conditions specified in the price offer or order acceptance, invoices shall be payable by bank transfer or by bill of exchange accepted and endorsed by a bank approved by the seller. For payments from abroad and according to the terms specified in the price quote or order acceptance, invoices are payable by bank transfer or by bill of exchange accepted and endorsed by a bank approved by the seller. 2.6 – All costs, duties, and taxes of any kind arising from the performance of the CONTRACT or imposed or levied outside French territory in respect of payments made to the SELLER by the CUSTOMER shall be borne exclusively by the CUSTOMER. All costs, duties, and taxes imposed on French territory shall, however, be borne exclusively by the SELLER. The prices indicated in our offers never include VAT. VAT is invoiced in addition at the legal rate in force on the date of invoicing. 2.7 – Any complaint by the CUSTOMER shall in no case have the effect of deferring or suspending payments. In the event of non-payment of all or part of the invoice by the CUSTOMER, the SELLER shall, in addition to the right to terminate the CONTRACT early as indicated in Article 14, also have the right to:

• Suspend the CONTRACT until the unpaid invoice has been settled, in which case the CONTRACT performance deadlines shall be automatically extended by the duration of the CUSTOMER’s late payment, and the price of the PRODUCTS may be increased by any additional costs incurred by the SELLER as a result of the suspension.
• suspend or terminate any other contract in force with the CUSTOMER; and finally,
• demand immediate and advance payment of all sums remaining due by the CUSTOMER under the CONTRACT and other contracts. Under no circumstances may payments due to the SELLER be suspended or subject to any reduction or compensation without the SELLER’s written consent.

3 – UNFORESEEN CIRCUMSTANCES

3.1 – Pursuant to Article 1195 of the Civil Code, in the event of an event occurring that compromises the balance of the order to the point of making it detrimental for the SELLER to perform its obligations, the parties agree to negotiate in good faith to modify the order in order to remedy the situation. 3.2 – This includes the following events: changes in raw material prices, changes in customs duties, changes in exchange rates, changes in standards, legislation, and/or regulations. If the parties fail to reach an agreement within thirty (30) calendar days of the request for revision, or any other period agreed in writing between the parties, the SELLER shall be entitled to terminate the Order(s) concerned, subject to sending a registered letter with acknowledgment of receipt and giving thirty (30) calendar days’ notice, without such termination giving rise to any right to compensation for either party. 4 – RETENTION OF TITLE The SELLER remains the owner of the PRODUCTS until they have been paid for in full by the CUSTOMER. The CUSTOMER is authorized to resell the PRODUCTS purchased from the SELLER in the normal course of its business. In the event of resale of the PRODUCTS by the CUSTOMER before full payment of the price of the PRODUCTS to the SELLER, the CUSTOMER shall inform third parties of the existence of this retention of title clause and transfer to such third parties all claims of the SELLER and all associated derivative rights resulting from the resale, whether the PRODUCTS are resold to such third parties in their original form or after additional processing or finishing by the CUSTOMER. The SELLER is authorized to assert said claims against the CUSTOMER’s customers even after the resale of the PRODUCTS.

4 – RETENTION OF TITLE

The SELLER remains the owner of the PRODUCTS until they have been paid for in full by the CUSTOMER. The CUSTOMER is authorized to resell the PRODUCTS purchased from the SELLER in the normal course of its business. In the event of resale of the PRODUCTS by the CUSTOMER before full payment of the price of the PRODUCTS to the SELLER, the CUSTOMER shall inform third parties of the existence of this retention of title clause and transfer to such third parties all claims of the SELLER and all associated derivative rights resulting from the resale, whether the PRODUCTS are resold to such third parties in their original form or after additional processing or finishing by the CUSTOMER. The SELLER is authorized to assert said claims against the CUSTOMER’s customers even after the resale of the PRODUCTS.

5 – DELIVERY – SHIPPING – INSTALLATION

5.1 – Unless otherwise agreed between the parties, delivery times are given for information purposes only and are confirmed or denied from the date of acceptance of the order and/or receipt of the deposit. The SELLER shall endeavor to comply with the agreed delivery schedule, but shall in no event be liable for delays resulting from force majeure, as defined in Article 12 hereof. The SELLER shall inform the CUSTOMER as soon as possible of any foreseeable delay in delivery/shipment and of the measures taken to remedy it. If, for reasons beyond the SELLER’s control, delivery is delayed or prevented by the CUSTOMER, the PRODUCTS shall be stored and the date of storage shall be considered the date of delivery. Storage costs shall be borne by the CUSTOMER.

5.2 – The SELLER undertakes to ship the PRODUCTS to the destination designated by the CUSTOMER. The shipment will be made using the method and carrier chosen by the SELLER, unless the SELLER and the CUSTOMER have agreed, under the terms of the CONTRACT, on a specific method of transport and/or carrier. In all cases, transport costs shall be borne by the CUSTOMER.

5.3 – The risk of loss of the PRODUCTS is transferred to the CUSTOMER upon delivery. Any formalities relating to import authorization shall be the responsibility of the CUSTOMER. Unless otherwise specified in the CONTRACT, the CUSTOMER shall take out insurance covering the total value of the shipment(s). Any insurance deductibles shall be borne by the CUSTOMER.

5.4 – It is the CUSTOMER’s responsibility to carry out all checks, make all reservations upon arrival of the PRODUCTS and, if necessary, exercise any recourse against the carrier within five (5) days of delivery. Any complaints concerning the PRODUCTS or missing items must be reported to the SELLER within the same period. Failing this, the delivery will be deemed to have been accepted without reservation and any loss or damage attributable to transport will not be compensated.

5.5 – Any return of PRODUCTS must be the subject of a reasoned request to the SELLER and may only take place after the latter’s express agreement. The costs of return and packaging shall be borne by the CUSTOMER.

5.6 – If the CUSTOMER refuses a delivery on the date agreed and specified in the delivery schedule, the CUSTOMER shall nevertheless pay the portion of the price specified in the CONTRACT and due on the said date of the delivery schedule. In this case, the SELLER shall ensure the storage of the PRODUCTS at the CUSTOMER’s expense and risk. The SELLER may also, if requested by the CUSTOMER, insure the PRODUCTS at the CUSTOMER’s expense.

5.7 – The SELLER recommends that the PRODUCTS be installed by its own personnel. A price for this installation will be communicated to the CUSTOMER, which will include labor hours and travel expenses. In the event of a delay in installation for reasons beyond the SELLER’s control, the CUSTOMER shall bear all costs related to this delay (any future travel, necessary spare parts, etc.). Installation may not be carried out until the installation layout sheet has been completed and returned by the CUSTOMER to the SELLER’s technical support department (“Field service”). The CUSTOMER shall, in all cases, comply with the installation and operating instructions set out in the SELLER’s user manuals. At the CUSTOMER’s request and subject to the SELLER’s written approval, the CUSTOMER may carry out the preliminary commissioning procedure for the PRODUCTS at the SELLER’s factory.

5.8 – At the CUSTOMER’s request, and before beginning installation of the PRODUCTS, the SELLER may

(i) train the CUSTOMER’s engineers at the SELLER’s factory during the preliminary commissioning period, and (ii) provide the CUSTOMER with the technical information necessary for the proper installation, operation, and maintenance of the PRODUCTS. Any other technical training shall be subject to a written agreement between the parties. The SELLER shall notify the CUSTOMER in writing one (1) month in advance of the training date. The training shall take place over a maximum period of five (5) days and a maximum of two (2) engineers provided by the CUSTOMER.

During the training, all expenses incurred by the CUSTOMER’s engineers, such as accommodation, travel and other expenses, shall be borne by the CUSTOMER (with the exception of airport transfers, which shall be borne by the SELLER).

5.9 – Any repair accepted and carried out by the SELLER is guaranteed for a period of six (6) months. This warranty covers only the parts involved in the repair. Diagnostics will be billed on a flat-rate basis, and their amount will be deducted from the total cost of the repair if the repair is ordered by the CUSTOMER.

6 – DESIGN OR CONSTRUCTION MODIFICATIONS

6.1 – The SELLER reserves the right, at its sole discretion, to make any modifications it deems desirable to the design and/or manufacture of the PRODUCTS, provided, however, that the PRODUCTS so modified meet the performance specifications originally stated.

6.2 – The SELLER shall in no event be obliged to make any modification requested by the CUSTOMER, unless such request for modification has been accepted by the SELLER and has been the subject of a document signed by the CUSTOMER and the SELLER.

7 – WARRANTIES

7.1 – The SELLER acts within the framework of a simple obligation of means. Unless otherwise agreed in writing by the SELLER, the SELLER warrants that the PRODUCTS are free from manufacturing defects on the date of delivery and for a period of one (1) year from the date of delivery, provided that they have been received, handled, stored, and maintained correctly, normally and in accordance with the SELLER’s recommendations, and that they have not been used abnormally or incorrectly or beyond their nominal characteristics.

7.2 – Insofar as the SELLER also has an obligation to assemble or install the PRODUCTS, the warranty period shall commence on the date on which the PRODUCTS are put into service. However, if installation or commissioning does not take place for reasons beyond the SELLER’s control, the warranty period shall commence on the date of delivery of the PRODUCTS.

7.3 – If a defect is discovered during the warranty period, the CUSTOMER shall notify the SELLER in writing within five (5) days of discovering the defect, providing all the information necessary to characterize the nature of the defect so that the SELLER can take it into account. If, during the warranty period, it is found that the PRODUCTS were defective upon delivery, they shall be repaired at the SELLER’s factory or replaced free of charge, including transportation, provided that the CUSTOMER informs the SELLER in writing without delay upon discovery of the defect.

7.4 – The warranty only covers malfunctions or defects in performance in relation to the specifications approved by the SELLER. During the warranty period, the SELLER shall, at its discretion, modify, repair, or replace the PRODUCTS that it recognizes as defective.

7.5 – The following are excluded from the above warranty:

• Defects resulting from a design imposed by the CUSTOMER, or from materials, documents, or components supplied or imposed by the CUSTOMER.
• The consequences of assembly or installation by the CUSTOMER or a third party;
• Damage to the PRODUCTS due to incorrect handling or failure to comply with assembly conditions, attributable to third parties other than the SELLER, or to use that does not comply with specifications;
• The consequences of storage that is unsuitable or does not comply with specifications, or if the PRODUCT has undergone repair/overhaul by a company other than the SELLER in the meantime;
• Incidents resulting from events of force majeure.

7.6 – Furthermore, the SELLER shall not be required to provide guarantees in the following cases:

• (i) If these are made necessary due to an accident, incident, or any other fortuitous event (such as a storm), negligence, misuse, or an incident related to non-compliant or unsuitable packaging, all of which are the fault of the CUSTOMER or any other cause that does not fall within the scope of normal use of the PRODUCT,
• (ii) If the equipment has been serviced or repaired, or if an attempt at servicing or repair has been made without the intervention of the SELLER or without its prior authorization, (iii) If the equipment failure is due to the use of supplies that do not comply with the equipment manufacturer’s specifications, (iv) If the PRODUCT is not or is no longer sufficiently up to date to enable the SELLER to perform the services.

7.7 – In general, no claim by the CUSTOMER will be accepted for repairs and/or modifications made unilaterally by the CUSTOMER without the prior written permission of the SELLER. In such a case, the CUSTOMER will forfeit the right to obtain guarantees from the SELLER. The CUSTOMER therefore undertakes to assume responsibility and pay for any defects attributable to them and for any damage caused to the PRODUCTS after delivery.

 7.8 – All of the SELLER’s warranties on the PRODUCTS are limited to those set forth in this Article 7 and replace all other warranties, such as warranties of merchantability or fitness for a particular purpose, whether express or implied, in fact or in law. This substitution does not apply to the legal warranties incumbent on the SELLER with regard to its obligation to supply the PRODUCTS free of any rights or other security interests. The replacement or repair of defective PRODUCTS or defective parts of the PRODUCTS shall be the sole remedy available to the CUSTOMER under the warranties. The SELLER shall then have the option of removing and recovering the PRODUCTS at its own expense, refunding the CUSTOMER all sums received under the CONTRACT, and the SELLER’s obligation of conformity shall be satisfied.

7.9 – Work resulting from the warranty obligation shall be carried out, at the SELLER’s discretion, either at the CUSTOMER’s site or at the SELLER’s factories. The following costs shall be borne by the CUSTOMER in the absence of any faults being found:

(i) The costs of analysis and dismantling made necessary by the conditions of use of the PRODUCTS,

(ii) Return, packaging, and shipping costs,

(iii) Travel and accommodation costs for the SELLER’s employees in the event of intervention at the CUSTOMER’s site.