Terms and conditions of sales – Nomadic Solutions

  1. GENERAL CONDITIONS

These terms and conditions of sale define the rights and obligations of the Company:

Nomadic Solutions SAS capital 795,000 euros – 1015 Rue du Marechal Juin, ZI Vaux le Penil, 77000 MELUN – France – RCS MELUN B 448 496 257 (the Vendor) and its clients ( the Purchaser). Applicable to all product sales and service contracts made between the two parties, subject to special conditions or modifications only by explicit agreement in writing by both parties. These TCS will not be modified by contrary stipulations shown in any of the Purchasers documents unless agreed upon in writing by the Vendor.

  1. THE SALES CONTRACT

2.1 – The Purchaser is wholly and entirely responsible when ordering to supply the technical specifications of the Product and its definition, the parts to be made and all other pertinent information relating to the Product order.

2.2 – Unless otherwise explicitly stated in the Vendors offer, the aforementioned offer is valid for one month from its issue date.

2.3 – Each offer is deemed to be for the group of parts as formulated in the description of the Product offer and are inseparable.

2.4 – The validity of all orders addressed to the Vendor conform with and are subject to the conditions of the offer made to the Purchaser.

  1. JURISDICTION – STATUTORY RIGHTS

3.1 – In the case of unresolved disputes relating to sales or deliveries by the Vendor even in the case of articles under guarantee or with a plurality of defendants, failing an out of court settlement, all litigation will be handled by the local Courts in Melun, France.

3.2 – All disputes will be judged under French law, excluding the rules of International Private French law.

  1. DELIVERY

4.1 – Delivery will be made in the allotted time after banking of the order payment by the Vendor.

4.2 – If the Purchaser requires validation of the project schedule, delivery will be made after notification of the validation to the Vendor and the banking of the deposit with the order. All necessary delivery information must be supplied by the required time, if this is not received, the Vendor is exonerated from all conditions relating to a specific delivery date.

4.3 – If the Purchaser is unable to receive the ordered Products on the agreed delivery date, the Vendor will store the items for a storage fee, without any modification of payment terms or conditions, see article 9. below. These charges are equal to twice the current bank 1 month interest rate and compensate for the delay in payment and correct storage conditions of the Products.

  1. TRANSPORT

5.1 – Unless otherwise specified with the Purchaser, the Products are deemed to be “Ex Works” on delivery in accordance with INCOTERMS 2000.

5.2 – In the absence of destination details or for delivery problems independent to the Vendor, delivery is considered to have been made by a simple notification of availability and will be stored at the Purchasers liability, the Vendor reserves the right to charge appropriate storage fees.

  1. RISK TRANSFER

6.1 – Risk transfer applies from the time of the dispatch of the order by the Vendor.

6.2 – With the exception of delivery by DDP (INCOTERMS 2000) the Purchaser is legally responsible for the goods during their transport, in the case of late delivery, loss or damage the Purchaser must deal with the transport company whether recommended or not by the Vendor.

6.3 – With the exception of a demand to the contrary from the Purchaser, the Products will be dispatched using the most suitable transport according to the Vendors judgement. This does not make the Vendor in any way responsible for the goods during their transport.

  1. DELIVERY DELAYS

7.1 – Contractual delivery time can be prolonged for causes inherent to the Vendor and in particular circumstances falling under the Force Majeure clause. Concerning these terms and conditions of sale, “Force Majeure” could be a strike, an embargo, a mechanical accident, a riot, a war, natural catastrophe, a fire etc… or similar causes which affect the production or delivery and which are beyond the control of the Vendor.

7.2 – With the exception of an explicit legal definition, the parties are deemed to understand that “time penalties” or other similar terms when specified, refer to compensation for the prejudice suffered by the Purchaser caused by delayed delivery of the ordered goods. In the case of a delayed Product delivery subject to an agreed penalty clause between the parties, this clause applies exclusively to the product in question. The Vendors responsibility is limited to the amount of compensation as stated in the original agreement between the two parties and this can not exceed 20 pour cent of the total cost of the Products.

7.3 A late delivery is not a just cause for the cancellation of an order.

  1. PRICE

8.1 – All prices are: net, exclusive of tax and charges. Products leaving our workshops are “Ex Works”. All charges and taxes paid by the Vendor on behalf of the Purchaser will be billed to the Purchaser. Packaging, handling fees, ground, sea and air transport, loading, insurance and incremental charges will be billed in addition.

8.2 – Unless stipulated to the contrary in the terms of acceptance of the order, the price is for EX WORKS under INCOTERMS 2000 C.C.I.

8.3 – The Purchaser will be responsible for the payment of all increases in charges, taxes, and stamp duties, after the signing of the contract, even in the case of prior payment.

8.4 – Unless stipulated to the contrary, prices are subject to revision according to variations beyond the control of the Vendor, notably fluctuations in the market prices of materials, all energy and labour costs, arising between the date of fixing the price and the contracted delivery date.

  1. PAYMENT

9.1- Unless stipulated to the contrary in precise terms in the offer or as a special sales condition, all payments are to be made in full at the time of ordering.

9.2 – The Vendor reserves the right to hand over the debt to a factoring organisation.

9.3 – The method of paying a deposit or full payment should be explicitly mentioned in the sales contract.

9.4 – The Vendor reserves the right to claim payment from the Purchaser by cheque, bank transfer, bankers draft. The Vendor accepts payment by promissory note (French law 85-695 article 39 dated 11/07/1985).

9.5 – The non-payment of monies due at term or a missed payment date will lead to proceedings without formal notification being taken, to recover all monies owed (including payments by bankers drafts) and the retention of all monies paid on account.

9.6 – Under French penal law clause 92-1442 dated 31/12/1992, the Purchaser is liable to pay a late payment penalty, due the day after the stated payment date on the invoice.

  1. PROPERTY RIGHTS

10.1 – Property rights of delivered Products will not be transferred until full and integral payment is made, conforming to French law decree 80-335 dated the 12th May 1980 and in particular to the French law decree 94-475 dated 10th June 1994. This clause does not affect the transfer of property to the Purchaser on delivery, or the risk of loss or deterioration of the sold Products, as well as damage caused by them.

10.2 – Payment default can lead the Vendor to reclaim its Products, or all other products of the same type and quality in the Purchasers keeping. In the case of reclamation of these Products for whatever cause, the Purchaser will be credited with the prices paid for the Products with deductions made corresponding to the reclamation expenses and the reduction in price of the Products between the contract date and the repossession date.

10.3 – Until the property transfer is completed the Purchaser is forbidden to grant a surety to a third party or to resell the Products without the Vendors prior consent.

10.4 – As the risk transfer starts from the moment of delivery, the Purchaser is bound if necessary to help the Vendor protect his property rights. The Purchaser is committed to assuring the Products on behalf of the Vendor against all risks as from the time of delivery. The purchaser is committed to storing the aforementioned Products in such a manner as to avoid ownership issues.

  1. GUARANTEE AND CIVIL LIABILITY

11.1- Our guarantee is valid for 12 months for materials with the Product being returned to our workshops. Our software is guaranteed for 3 months as from the delivery date. This guarantee is only valid when the Product has been used under normal conditions following the instructions of use. Our guarantee does not cover the return transport charges.

11.2 – The Vendors responsibility is limited to the making of Products conforming to the specifications as supplied by the Purchaser and agreed upon by the two parties. Incidents of all types linked to a faulty or flawed product can not be blamed on the Vendor.

11.3 – All responsibility relative to errors or omissions in the specifications are incumbent to the Purchaser. Unless agreement to the contrary explicitly stated in writing, all responsibility regarding the choice of the Product lies with the Purchaser.

11.4 – In all cases, with the exception of an official ruling, the sum correspondent to this responsibility can not be higher than the market value of the Product on the day of the incident.

11.5 – All repairs carried out without the Vendors agreement on any Product even judged to be faulty, leads to the loss of all guarantees and including the right to lay claim to the Vendor.

  1. RECEPTION – RETURN – RECLAMATION

12.1 – The Purchaser is deemed to have received the Products within 15 days from the actual delivery date. After this time, conforming to article 1642 of the French Civil code, it is assumed that the Purchaser has accepted any apparent Product defects. After this period no Products will be taken back or exchanged.

12.2 – All claims should be addressed to the Vendors customer sales and services representative. All Products should be returned by the Purchaser to the address of the Vendor who delivered the goods. All risks connected with the return of the Product are incumbent to the Purchaser until the product arrives at the Vendors workshops. All claims should be accompanied by detailed explanations.

12.3 – The defectiveness of the Product should be made apparent in an objective manner. If this is established, the Vendor reserves the right to remedy the situation in one of the three following ways: a) replacement of the defective product, or b) reparation of the Product in the Vendors workshops or c) reimbursement of the invoice price paid by the Purchaser ; concerning b) or c) the repaired or reimbursed Product becomes the property of the Vendor.

  1. SUB- CONTRACTING

The Vendor reserves the possibility to sub-contract certain processes without informing the Purchaser. This work will be carried out by the Vendors accredited partners.

  1. CONFIDENTIALITY

14.1- Documents furnished by the Vendor such as offers, quality plans, specifications, descriptions and all documents established by the Vendor remain the intellectual property of the Vendor and can not be given to a third party without explicit prior agreement in writing by the Vendor.

14.2 – Information contained in the quality control and conformity certificates are delivered separately and are supplied exclusively with regards to Product conformity. All resulting statistical analysis using this information no matter who the author, remains the property of the Vendor and can not be transmitted to a third party.

  1. CANCELLATION AND TERMINATION

15.1– A late delivery, the non-observance of a procedure, a case of Force Majeure or any cause which prevents the Vendor from carrying out his obligations, does not justify cancellation.

15.2 – The contract can be terminated by the Vendor within his legal rights in the case of a significant change in the solvency of the Purchaser. Termination of the contract nevertheless, does not affect prior payments made between the parties.

15.3 – In the case of a unilateral decision to terminate the contract by the Purchaser, whatever the reasons the Vendor reserves the right to be compensated for the prejudice suffered. The corresponding indemnity would take into account the reconstituting of the company’s turnover, fees relating to idle machinery and other incurred charges.

Nomadic Solutions SAS au capital de 795000 € – 448 496 257 RCS Melun
1015 rue du Mal Juin – ZI Vaux le Pénil – 77000 MELUN