GENERAL SALES AND WARRANTY TERMS AND CONDITIONS

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with effect from March 14 2023

1 – Scope The placing of any order implies the ipso jure, full and unreserved acceptance of ADHEX DECORATION & INDUSTRIAL MARKING General Sales and Warranty Terms and Conditions by the purchaser. Any clause which runs contrary to these General Sales and Warranty Terms and Conditions will be deemed invalid unless it is the subject of the prior written agreement of ADHEX DECORATION & INDUSTRIAL MARKING. In particular, this provision applies to all clauses formulated by the purchaser on the occasion of an order, including clauses or general sales terms and conditions shown on the purchaser’s forms. ADHEX DECORATION & INDUSTRIAL MARKING reserves the right to modify these General Sales and Warranty Terms and Conditions at some point in the future. However, any such modification will not affect orders in progress. Failure by ADHEX DECORATION & INDUSTRIAL MARKING to assert of any of these GSWTC at any time may not be construed by the purchaser as a waiver by ADHEX DECORATION & INDUSTRIAL MARKING of its right to assert any one of these terms and conditions at a later date. The cancellation of one of the present term or condition has no consequences on the validity of the other terms and conditions that remain unchanged. The present GSWTC cancel and replace the previous GSWTC from the date of their update.

2- Order Orders below 150 euros EX WORKS (INCOTERMS® 2020) excluding VAT will not be accepted, except the prior written approval of ADHEX DECORATION & INDUSTRIAL MARKING. Orders below 250 euros EX WORKS (INCOTERMS® 2020) excluding VAT will be charged with a fixed sum of 30 euros excluding VAT to help cover administrative costs of preparation and orders management. Transport costs will be extra charged. ADHEX DECORATION & INDUSTRIAL MARKING has the option of refusing orders whose payment is not covered by credit insurance. Operations negotiated by ADHEX DECORATION & INDUSTRIAL MARKING staff or representatives can only be enforced against it subsequent to ADHEX DECORATION & INDUSTRIAL MARKING written confirmation. Given the special nature of the products, no full or partial cancellation of an order will be accepted without the prior written agreement of ADHEX DECORATION & INDUSTRIAL MARKING. Whatever the circumstance, all expenses incurred by ADHEX DECORATION & INDUSTRIAL MARKING on the date of ADHEX DECORATION & INDUSTRIAL MARKING acceptance of an order’s cancellation (start-up costs, tooling, etc.) will be covered by the purchaser. Any postponement of a delivery date at a purchaser’s request cannot exceed 3 months, all potential storage charges will be taken in charge by the purchaser. If an advanced payment has been made by the purchaser, this payment will be retained by ADHEX DECORATION & INDUSTRIAL MARKING, in whole or in part, in order to compensate the charges and costs involved and attached to the order cancelled. In case ADHEX DECORATION & INDUSTRIAL MARKING refuses the cancellation of the order, because of the delay of the cancellation in e.g., the purchaser will have to pay to ADHEX DECORATION & INDUSTRIAL MARKING the total amount of the order concerned in compensation. Orders are personal to the purchaser and may not, under no circumstances, be transferred to a third party without the prior, written authorization of ADHEX DECORATION & INDUSTRIAL MARKING.

3- Delivery

  • Delivery times: these are only given by way of indication and should be understood to run as of departure of the goods from ADHEX DECORATION & INDUSTRIAL MARKING premises EX WORKS (INCOTERMS® 2020) PELOUSEY or any premises mentioned by ADHEX DECORATION & INDUSTRIAL MARKING on the order. Late deliveries cannot give rise to financial compensation of any kind, nor deductions, nor the order’s cancellation,
  • Packaging: the packaging for products ordered is decided on by ADHEX DECORATION & INDUSTRIAL MARKING,
  • Tolerances: these concern quantities or dimensions and are those used in the profession. With respect to products manufactured especially at a purchaser’s respect, we reserve the right to deliver up to 10% more or less of the order quantity.
  • Transport – transfer of risks: all goods travel at the risk and peril of the addressee purchaser, even when shipped DAP or DDP (INCOTERMS® 2020). ADHEX DECORATION & INDUSTRIAL MARKING alone has responsibility for choosing the place of departure. In the event of damage, loss or late delivery due to default or negligence on the part of the carriers, even when chosen by ADHEX DECORATION & INDUSTRIAL MARKING, it is incumbent upon the addressee purchaser to indicate all appropriate reservations, in the presence of the driver, on the delivery slip duly dated and signed with confirmation thereof sent to the carrier by registered letter within two (2) days of the delivery in accordance with article L 133-3 of the French Commercial Code. In case of FCA (INCOTERMS® 2020) all export documentation relating to transportation and customs formalities shall remain the property of ADHEX DECORATION & INDUSTRIAL MARKING and must be returned to ADHEX DECORATION & INDUSTRIAL MARKING within a maximum of 3 months.

4- Pricing conditions Our replies to a price enquiry are given for guidance only and remain applicable for a three (3) month period maximum as from the date of dispatch of our offer. Products are invoiced at the price in force on the day of delivery pursuant to the applicable Incoterm. The quantity of products actually delivered is invoiced, it being understood that this may be up to 10% more or less than the order quantity. Our tariffs are subject to adjustment annually on January 1st. Our invoices have to be settled according to the conditions indicated on them. The sums settled by the purchaser will be firstly assigned to those products sold at the earliest date. No financial discount shall be applied to payments made prior to the due date. Any first order or any deterioration in the solvency of the purchaser and/or the conditions guaranteeing payment for its orders by a credit insurance, may give rise to a requirement for a settlement in cash, by pro forma invoice or by bill of exchange prior to fulfillment of orders received. In accordance with article L. 441-6 of the French Commercial Code, lateness penalties are payable in the event of a failure to settle the day after the payment date shown on the invoice. The interest rate for the lateness penalties equates to three times the statutory interest rate determined from the interest rate applied by the Central European Bank with respect to its most recent refinancing operation increased by 10 percentage points. Late penalties shall be applicable without any requirement for a reminder. Any bank charges shall be borne by the Purchaser. In accordance to the article L.441-6 of the French commercial code, the amount of the allowance for recovery cost is fixed at 40 euros excluding VAT. All late payments, extension of payment times or failure to pay on due dates render all invoices issued by our company immediately due, suspend our delivery obligations ipso jure as well as other commitments and may justify the modification of payment conditions (maximum outstanding sums authorized and/or payment times) granted to the purchaser by ADHEX DECORATION & INDUSTRIAL MARKING. ADHEX DECORATION & INDUSTRIAL MARKING may terminate the contract by recorded delivery letter with acknowledgement of receipt, without prejudice to any claim for damages against the purchaser.

ADHEX DECORATION & INDUSTRIAL MARKING liability can in no way be invoked and no compensation can be demanded of it in respect of any direct or indirect injurious consequences related to suspension of deliveries due to late payment by the purchaser or the deterioration of its credit position and/or payment guarantee conditions.

5- Force Majeure Should an event of force majeure occur, this will cause the suspension of fulfillment of the obligations incumbent upon ADHEX DECORATION & INDUSTRIAL MARKING for its duration, without ADHEX DECORATION & INDUSTRIAL MARKING liability being able to be invoked in this respect by the purchaser nor any claims being entertained for related compensation. Any event occurring independently of the will of ADHEX DECORATION & INDUSTRIAL MARKING or partially removed from ADHEX DECORATION & INDUSTRIAL MARKING supervision or control is considered to be a case of force majeure. In particular, the following will be considered events of force majeure: total or partial strikes impairing normal operations at ADHEX DECORATION & INDUSTRIAL MARKING or one of its suppliers, carriers or subcontractors, interruption or blockage of transport, interruption of supplies of energy, raw materials or spare parts and, more generally, any event liable to impair normal functioning of manufacturing and/or shipment of products, this list not being limited to the above nor complete.

6- Guarantee ADHEX DECORATION & INDUSTRIAL MARKING only guarantees the conformity of its products with the specifications shown on the technical datasheet and/or the artwork. Without prejudice to provisions to be taken in respect of the carrier, claims concerning the non-conformity of the delivered product with the ordered product must be formulated in writing by registered letter with acknowledgement of receipt within THREE (3) days of receipt of the products. All product returns are subject to the prior written agreement of ADHEX DECORATION & INDUSTRIAL MARKING. Any product returned without ADHEX DECORATION & INDUSTRIAL MARKING agreement will be kept available for the purchaser and will not give rise to the replacement of the product nor its reimbursement. Expenses and risks concerning the return are assumed by the purchaser. If it is demonstrated that the products do not meet ADHEX DECORATION & INDUSTRIAL MARKING specifications, because of either a dissimulated default or a non- compliance default, and whatever the consequences of this default, direct or indirect, suffered by the purchaser or a third party, the only obligation incumbent upon ADHEX DECORATION & INDUSTRIAL MARKING will be either the free replacement or reimbursement of the price of the non-conforming products, as ADHEX DECORATION & INDUSTRIAL MARKING sees fit. ADHEX DECORATION & INDUSTRIAL MARKING offers no guarantees and, in particular, does not guarantee the performance of the product or its safety used in combination with other materials. Specifically, ADHEX DECORATION & INDUSTRIAL MARKING does not guarantee products in respect of a particular usage (whether or not the product is intended for this usage) and nor does it guarantee their compatibility or appropriateness in respect of other components or any industrial application or processing method whatsoever.

7- Use of products The data and characteristics contained in the offerings and technical datasheets issued by ADHEX DECORATION & INDUSTRIAL MARKING are based on tests judged reliable by ADHEX DECORATION & INDUSTRIAL MARKING but provide no guarantee as to their accuracy and exhaustiveness. The values indicated are standard values which vary according to the conditions of application. Note that tests are conducted on generic materials and under standardized conditions and, as a consequence, the results obtained for a specific application may differ from the results presented in these offerings and technical datasheets. Before using a product, the purchaser must in all cases independently determine whether the product possesses characteristics appropriate to its specific use, specific environment, and specific operating field, (including specific implementation conditions for the product by the purchaser) by means of all tests which it judges necessary (including tests on the safety and toxicity of the product). ADHEX DECORATION & INDUSTRIAL MARKING makes available the technical data sheet for products along with the toxicity test data on request. Products must be stored under normal conditions and used within a timeframe of 6 months as of their date of delivery. Under no circumstances can ADHEX DECORATION & INDUSTRIAL MARKING be held responsible for the direct, indirect, material or immaterial consequences (including loss of profit) related to use of the product.

8- Intellectual Property Rights and confidentiality ADHEX DECORATION & INDUSTRIAL MARKING is the owner or licensee of all industrial property rights covering the products sold to the purchaser, which hereby acknowledges the full and entire ownership of such rights by ADHEX DECORATION & INDUSTRIAL MARKING. The latter will retain full and entire ownership of the toolings, printing plates, descriptions, plans, designs, instructions, assembly and operating instructions and other documents concerning the products and made available to the purchaser, as well as the manufacturing secrets and other rights pertaining to the products. The purchaser’s contribution to the design and manufacturing costs will be paid before they are manufactured, and is not reimbursable. Under no circumstances will any sales transaction conducted under these GSWTC give rise to the assignment of all or any of the foregoing property rights. We reserve the right to destroy any tool that has not been used to manufacture articles for four (4) years. Throughout the entire negotiation, performance and end of the order, the parties undertake not to disclose or allow the disclosure by their personnel of any information or other document obtained from the other party, by any means whatsoever, in the context of the order, unless to a third party itself bound by the same terms to keep confidential any document or information the disclosure of which to it is necessary for the fulfilment of the order. Each party shall refrain from exploiting said information for its own interests and/or the interests of a third party.

9- Applicable law and Disputes All clauses in these General Sales and Warranty Terms and Conditions as well as all purchasing and sales operations referred to therein are subject to French law. In the event of a dispute or claim, the courts of Besançon have sole jurisdiction notwithstanding any other clause assigning jurisdiction.

10- Ownership reservation clause The goods delivered remain the property of ADHEX DECORATION & INDUSTRIAL MARKING through to the payment in full of the principal sum and other charges. Thus, should the purchaser fail to settle all or part of the price of the order, ADHEX DECORATION & INDUSTRIAL MARKING reserves a right of ownership over the products sold. Allowing it to recover possession of the said products, until full payment is forthcoming. All advances paid by the purchaser will be retained by ADHEX DECORATION & INDUSTRIAL MARKING as fixed-sum compensation without prejudice to any other actions which it will consequently be within its rights to initiate in respect of the purchaser. Once the products sold have been delivered, the above provisions offer no impairment to the transfer to the purchaser of the risks of loss or damage concerning the products subject to the ownership reservation as well as any damage which they may cause.