GENERAL SALES AND WARRANTY TERMS AND CONDITIONS

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with effect from January 1st 2025

1- Scope of Application
These General Terms and Conditions of Sale and Warranty (GTCS&W) are established by ADHEX DECORATION & INDUSTRIAL MARKING (419 627 229 RCS Besançon) and are available on the ADHEX DECORATION & INDUSTRIAL MARKING website at www.adhex-dim.com. They will be provided to any buyer upon request. These GTS apply to all orders received and expressly accepted in writing, including services and sales provided by ADHEX DECORATION & INDUSTRIAL MARKING. Any order automatically implies the buyer’s full and unreserved acceptance of the General Terms and Conditions of Sale of ADHEX DECORATION & INDUSTRIAL MARKING. No clause contrary to these General Terms and Conditions of Sale shall be valid unless it has been the subject of a prior written agreement by ADHEX DECORATION & INDUSTRIAL MARKING. This applies in particular to any clause formulated by the buyer in connection with an order, including the general terms and conditions of purchase appearing on the buyer’s forms. ADHEX DECORATION & INDUSTRIAL MARKING reserves the right to modify, at any time and without notice, all or part of these terms and conditions of sale. The fact that ADHEX DECORATION & INDUSTRIAL MARKING does not invoke all or part of the provisions of these General Terms and Conditions of Sale shall not be interpreted as a tacit waiver of the right to invoke them at a later date. The invalidity or ineffectiveness of any clause in these General Terms and Conditions of Sale does not affect the validity of the other clauses, which remain in force. These General Terms and Conditions of Sale supersede and replace the previous General Terms and Conditions of Sale as of their update.

2- Order
All orders must be accepted by ADHEX DECORATION & INDUSTRIAL MARKING. No orders are accepted for amounts less than 150 EUR (excluding tax) EX WORKS (INCOTERMS® 2020), unless prior written consent is obtained from ADHEX DECORATION & INDUSTRIAL MARKING. For all orders under 250 EUR (excluding tax), a flat-rate administrative fee of 30 EUR (excluding tax) will be charged for order preparation and administrative processing. Shipping costs are billed separately. ADHEX DECORATION & INDUSTRIAL MARKING reserves the right to refuse orders for which payment is not covered by credit insurance. Transactions negotiated by agents or representatives of ADHEX DECORATION & INDUSTRIAL MARKING are only binding on ADHEX DECORATION & INDUSTRIAL MARKING after written confirmation from ADHEX DECORATION & INDUSTRIAL MARKING. Due to the special nature of the manufacturing process, no total or partial order cancellation will be accepted without the prior consent of ADHEX DECORATION & INDUSTRIAL MARKING. Any costs already incurred by ADHEX DECORATION & INDUSTRIAL MARKING as of the date ADHEX DECORATION & INDUSTRIAL MARKING accepts the order cancellation (setup costs, tooling, etc.) shall in any event remain the responsibility of the buyer. In the event that a buyer requests a postponement of delivery, such a request must be formally accepted by ADHEX DECORATION & INDUSTRIAL MARKING and may in no event exceed 3 months; all potential storage costs shall be borne by the buyer. If the buyer has paid a deposit, all or part of this deposit will be retained by ADHEX DECORATION & INDUSTRIAL MARKING to offset the costs and expenses incurred in connection with the canceled order. If ADHEX DECORATION & INDUSTRIAL MARKING refuses to cancel the order, particularly due to the late nature of the request, the buyer must pay ADHEX DECORATION & INDUSTRIAL MARKING the full price of the order in question. The order is personal to the buyer; under no circumstances may the buyer transfer it to a third party without the prior written consent of ADHEX DECORATION & INDUSTRIAL MARKING.

3- Delivery

  • Delivery times: Delivery times are provided for informational purposes only, are not binding, and are understood to be EXW (INCOTERMS® 2020) PELOUSEY from ADHEX DECORATION & INDUSTRIAL MARKING or from the premises specified by the latter on the order. Delivery delays shall not give rise to any financial compensation, withholding, or cancellation of the order.
  • Packaging: The packaging of the ordered products is selected by ADHEX DECORATION & INDUSTRIAL MARKING.
  • Tolerances: Tolerances regarding quantities or dimensions are those customary in the industry. Due to manufacturing requirements, ADHEX DECORATION & INDUSTRIAL MARKING reserves the right to deliver up to 10% more or less than the quantities specified on the purchase order.
  • Transport – Transfer of Risk: All goods are shipped at the buyer’s risk, even when shipped DAP or DDP (INCOTERMS® 2020). The choice of the point of departure is at the sole discretion of ADHEX DECORATION & INDUSTRIAL MARKING. In the event of damage, loss, or delay in delivery due to the fault or negligence of the carriers, even if selected by ADHEX DECORATION & INDUSTRIAL MARKING, to note any reservations in the presence of the driver on the duly dated and signed delivery slip, with confirmation to the carrier by registered letter within 2 (two) days of delivery in accordance with Article L 133-3 of the Commercial Code. In the case of FCA sales (INCOTERMS® 2020), all export documents related to transportation and customs formalities remain the property of ADHEX DECORATION & INDUSTRIAL MARKING and must be returned to ADHEX DECORATION & INDUSTRIAL MARKING within three months of shipment.

4- Pricing Terms
Unless otherwise agreed in writing, the applicable rates are those in effect on the date of each order, provided that said order has been confirmed in writing by ADHEX TECHNOLOGIES within 8 days of its receipt. ADHEX TECHNOLOGIES may modify its prices at any time for any reason, including, but not limited to, fluctuations in exchange rates, import duties, insurance and transportation costs, or increases in labor costs or purchase prices of components and services. All price increases shall apply: (i) to all orders received after the effective date of the price increase; and (ii) to all orders shipped more than 2 (two) months after the effective date of the price increase, even if the order for such goods was received and confirmed prior to notification of the price increase. In the latter case, however, the customer shall have the option to cancel their order. The customer will be billed for the quantity of products actually delivered, provided that, within the tolerances customary in the industry, this quantity may be up to 10% higher or lower than the quantity specified on the purchase order. Any deferred commercial discounts for a given year will be due—and, a fortiori, paid—only to the extent that all invoices issued between January 1 and December 31 of that year have been paid in full. Payment of our invoices shall be made in accordance with the terms indicated on the front of the invoices, and no later than 45 (forty-five) days from the end of the month or 60 (sixty) days net from the invoice date. Amounts paid by the buyer shall first be applied to the oldest sold products. Payments made before the due date are not subject to a discount. ADHEX DECORATION & INDUSTRIAL MARKING reserves the right to require cash payment or payment prior to delivery in the form of a pro forma invoice for any first order, as well as in the event of a deterioration in the buyer’s creditworthiness and/or the payment guarantee conditions for their orders provided by an insurer. Refusal to comply entitles ADHEX DECORATION & INDUSTRIAL MARKING to cancel all or part of the order, even after partial shipment. In accordance with Article L. 441-6 of the Commercial Code, late payment penalties are due if payment is not made by the day following the payment date shown on the invoice. In the event of late payment, late payment interest shall be due by the buyer without prior notice, effective from the invoice due date. The interest rate for late payment penalties is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 (ten) percentage points. All bank charges related to payment shall be borne by the buyer. The amount of the fixed compensation for collection costs is set at 40 (forty) euros excluding tax. Any delay in payment, extension of the due date, or failure to pay on the scheduled dates shall render all invoices issued by our company immediately due and payable and shall automatically suspend our delivery obligations or other commitments, and may justify a modification of the payment terms (maximum outstanding balance and/or payment terms) granted by ADHEX DECORATION & INDUSTRIAL MARKING. ADHEX DECORATION & INDUSTRIAL MARKING may, by registered letter with acknowledgment of receipt, declare the sale automatically terminated, without prejudice to any potential claim for damages. ADHEX DECORATION & INDUSTRIAL MARKING shall in no event be held liable, and no compensation may be claimed from it, for any direct or indirect harmful consequences resulting from the suspension of deliveries due to the buyer’s late payment or deterioration of the buyer’s creditworthiness and/or payment guarantee conditions.

5- Force Majeure
In the event of a force majeure event, such event shall have the effect of suspending the performance of ADHEX DECORATION & INDUSTRIAL MARKING’s obligations for the duration of the force majeure, without ADHEX DECORATION & INDUSTRIAL MARKING being held liable in this regard by the buyer or any related compensation being claimed from it. Force majeure shall be deemed to include any event beyond the control of ADHEX DECORATION & INDUSTRIAL MARKING or partially beyond the control or influence of ADHEX DECORATION & INDUSTRIAL MARKING. The following, in particular, shall be considered events of force majeure as defined herein: a total or partial strike hindering the normal operations of ADHEX DECORATION & INDUSTRIAL MARKING or any of its suppliers, carriers, or subcontractors; the interruption or blockage of transportation; the interruption of the supply of energy, raw materials, or spare parts, and, generally speaking, any event likely to hinder the normal course of manufacturing and/or shipping of products, this list being neither limiting nor exhaustive. Orders for products affected by supply constraints and/or force majeure situations may not be available for shipment, regardless of any acknowledgment of receipt or order confirmation.

6- Warranty
ADHEX DECORATION & INDUSTRIAL MARKING guarantees only that its products comply with the specifications listed on the Technical Data Sheet and/or the proof (BAT). Without prejudice to any measures to be taken with respect to the carrier, complaints regarding the non-conformity of the delivered product with the ordered product must be made in writing by registered letter with return receipt within 3 (three) days of receipt of the products. Any return of products is subject to the prior approval of ADHEX DECORATION & INDUSTRIAL MARKING. Any product returned without the approval of ADHEX DECORATION & INDUSTRIAL MARKING will be held at the buyer’s disposal and will not result in the replacement of the product or a refund. The costs and risks of the return are the responsibility of the buyer. If it is proven that the products do not meet ADHEX DECORATION & INDUSTRIAL MARKING’s specifications, whether due to a latent defect or a non-conformity, and regardless of any direct or indirect consequences of such failure suffered by the purchaser or a third party, ADHEX DECORATION & INDUSTRIAL MARKING’s sole obligation shall be, at ADHEX DECORATION & INDUSTRIAL MARKING’s discretion, the free replacement or refund of the price of the non-conforming products. ADHEX DECORATION & INDUSTRIAL MARKING offers no other warranty and, in particular, does not guarantee the product’s performance or safety when used in combination with other materials. Specifically, ADHEX DECORATION & INDUSTRIAL MARKING does not warrant the products for any particular use (whether or not the product is intended for such use), nor does it warrant their compatibility or suitability with other components, or with any industrial application or processing method whatsoever.

7- Use of Products
The data and specifications contained in the offers and Technical Data Sheets issued by ADHEX DECORATION & INDUSTRIAL MARKING are based on tests deemed reliable by ADHEX DECORATION & INDUSTRIAL MARKING, but are provided without any guarantee of accuracy or completeness. The values provided are standard values that may vary depending on application conditions. Please note that tests are conducted on generic materials under standardized conditions and, consequently, the results obtained for a specific application may differ from those presented in these offers and Technical Data Sheets. In all cases, before using a product, the purchaser must independently determine whether the product has characteristics suitable for its specific use, environment, and field of application (including the purchaser’s specific application conditions) by conducting all tests deemed necessary (including tests on the product’s safety and toxicity). ADHEX DECORATION & INDUSTRIAL MARKING provides product technical data sheets and toxicity test data upon request. Products must be stored under normal conditions and used within 6 (six) months of their delivery date. Under no circumstances shall ADHEX DECORATION & INDUSTRIAL MARKING be liable for any direct, indirect, material, or immaterial consequences (including loss of profit) arising from the use of the product.

8- Proprietary Rights and Confidentiality
ADHEX DECORATION & INDUSTRIAL MARKING is the owner or licensee of all industrial property rights covering the products sold to the buyer, who hereby acknowledges that ADHEX DECORATION & INDUSTRIAL MARKING (the seller) retains full and exclusive ownership thereof. The seller retains full and complete ownership of the tooling, printing plates, specifications, plans, drawings, user manuals, assembly instructions, operating manuals, and other documents relating to the products made available to the buyer, as well as trade secrets and other proprietary rights specific to the products. The customer’s contribution toward the costs of designing and creating such tooling shall be payable prior to their production and shall not be refundable. No sale transaction carried out under these General Terms and Conditions of Sale shall in any way entail the transfer of all or part of the property rights mentioned above. If an order has not been renewed within four years of a customer’s last order, we are no longer required to retain the proofs, plans, drawings, printing plates, and tools used to fulfill said order. Throughout the entire duration of the negotiation, execution, and completion of the order, the parties agree not to disclose, nor to permit the disclosure by their employees, of any information or document obtained from the other party, by any means whatsoever, in connection with the order, except to a third party who is itself bound by the same conditions to keep confidential any document or information whose disclosure to it is necessary for the execution of the order.

9- Governing Law and Disputes
All provisions contained in these general terms and conditions of sale and warranty, as well as all purchase and sale transactions referred to herein, are governed by French law. In the event of a dispute or controversy, the courts of Besançon shall have exclusive jurisdiction, notwithstanding any other jurisdiction clause.

10- Retention of Title Clause
The delivered goods remain the property of ADHEX DECORATION & INDUSTRIAL MARKING until full payment has been made, including both principal and incidental amounts. Thus, in the event of non-payment by the buyer of all or part of the order price, ADHEX DECORATION & INDUSTRIAL MARKING reserves, until full payment is made, a right of ownership over the products sold, allowing it to repossess said products. In the event of insolvency proceedings against the buyer, ADHEX DECORATION & INDUSTRIAL MARKING expressly reserves the right to claim ownership of any goods that have not been paid for in full as of the date of the judgment opening such proceedings. In any event, the return of the goods shall be at the buyer’s expense and risk, and the buyer shall also bear all costs of litigation services as well as any legal or court costs. Any down payment made by the buyer shall be retained by ADHEX DECORATION & INDUSTRIAL MARKING as lump-sum compensation, without prejudice to any other action it may be entitled to bring against the buyer as a result. The above provisions do not preclude, upon delivery of the sold products, the transfer to the buyer of the risks of loss or deterioration of the products subject to retention of title, as well as any damages they may cause.