THE GENERAL CONDITIONS OF SALE OF PRODUCTS AND EQUIPMENT PICARDIE VALVES INDUSTRIES (PVI)

These General Terms and Conditions of Sale (T&Cs) are systematically sent or given to each client PICARDIE VALVES INDUSTRIES (PVI).

The fact for a customer to order products or goods PICARDIE VALVES INDUSTRIES (PVI) ("Products" Hereafter) implies full adherence, and without restriction, to the present T&Cs. Any contrary condition will be unenforceable to PICARDIE VALVES INDUSTRIES (PVI), in the absence of express acceptance by PICARDIE VALVES INDUSTRIES (PVI) (including by the signing of a separate contract).

The technical sheets and commercial documents of PICARDIE VALVES INDUSTRIES (PVI) are purely informative and without contractual value. They can be changed at any time without notice.

PICARDIE VALVES INDUSTRIES (PVI) Provided on request of offers of products or offers of price (hereafter the "offers") which period of validity is specified on such offers or, failing that, are valid for a period of one (1) months.

Product offerings may secondarily provide an after-sales service or / and the sending of documentation which conditions should be specified in the contract. (Contents, deadlines, reception ...).

The Orders that are not placed in writing and by the principal, do not become final only when the written confirmation of the Order by PICARDIE VALVES INDUSTRIES (PVI) (hereafter the "Order Confirmation").

Any changes during the execution of those orders or any other complementary order must receive acceptance and written confirmation from us. Any cancellation of an order requires the prior and written agreement of PICARDIE VALVES INDUSTRIES (PVI) and may be the subject of a billing of termination fees.

Without observation of the client in the 48 hours following the sending of the order confirmation, the order will be considered as having been definitively accepted.
Any contract, if appropriate, shall provide the technical and financial conditions of a request for the suspension of an order by the client.

Products are delivered to specific conditions stipulated in the Offer or the Order Confirmation or, failing that, ex works (EX WORKS OU FAC INCOTERMS 2010).

Risk transfer is carried out according to the conditions of delivery "Incoterms 2010" mentioned on the acknowledgement of receipt of the order.

Any reservation concerning the delivery must be formulated on the delivery note of the carrier at the receipt of the Products. The goods claimed to be apparently defective due to transport (damage, missing, loss, etc.) shall be provided a written reservation to the last known transporter, no later than two
(2) days following receipt of the Products.

The delivery deadlines are given for reference. The possibility of exceeding the deadline can in no case lead to cancellation or compensation unless otherwise expressly provided in the Offer or Order Confirmation.

5.1. Price
The prices are invoiced in Euros pre-tax or in any other currency as stipulated in an offer.

They are ex works (EX WORKS INCOTERMS 2010) unless otherwise specified in the Offer. For the application of the present terms and conditions of sale, the prices are net prices. Not included in the price: VAT, shipping costs and / or insurance, customs duties and other taxes.

Rates are set according to economic conditions prevailing at the date of the order and PICARDIE VALVES INDUSTRIES (PVI) reserves the right to modify them at any time without notice, especially in case of significant changes in the cost of raw materials Pursuant to Article 1195 of the Civil Code.

5.2. Administrative processing fees
Unless otherwise stated, all orders totalling less than one hundred and fifty
(150) Euros before tax will be increased by a variable flat rate called “Administrative costs”, with a maximum of one hundred and fifty (150) Euros for the cost of administrative processing of the order.

5.3. Payment terms
The contract will come into force on the date of signature by both parties or the return date of the acknowledgement of the order and payment of the deposit if stipulated, constituting an agreement on the technical and commercial conditions of its realization. The payments will then follow the schedule provided by the contract.

In the absence of contractual provisions, the payment time of the due sums is fixed to the thirtieth (30th) day following the date of issue of the invoice.

In any case, sales on French territory are subject to compliance with Article L.441-6 of the Commercial Code and therefore the agreed time may not exceed forty-five (45) days end of month or sixty (60) days from the date of issue of the invoice.

The export sales are subject to payment terms specified in the price offer or any other contractual document (pro-forma supply contract etc.)

Notwithstanding the foregoing, if the risk of customer default is no longer covered by a leading supplier credit insurer, PICARDIE VALVES INDUSTRIES (PVI) reserves the right to require a cash payment for any pending order or for further orders.

5.4. Revocation of the term
In case of non-payment of due on the agreed date, the forfeit of the agreed term will be incurred automatically and without formality. All the due and remaining due will become immediately payable as to the order in question and all pending orders. In addition, PICARDIE VALVES INDUSTRIES (PVI) reserves the possibility to suspend without notice all the ongoing orders and deliveries.

5.5. Delay penalties and recovery costs.
Any possibly applicable delay penalties will be capped at a maximum of 5% of the amount of the concerned supply, as stipulated by the French AFNOR NF P 03-001.
Any amount not paid by due date also involves the immediate payment of an indemnity for recovery costs, an amount of forty (40) Euros.

Any invoice which has not been disputed by writing in the twenty (20) days following the date of its issuance, is regarded as finally accepted.

7.1 PICARDIE VALVES INDUSTRIES (PVI) delivers products (i) which quantity, quality and type respond to those provided in our offer or in the order accepted by PICARDIE VALVES INDUSTRIES (PVI), (ii) which packaging, or processing correspond to that provided in the Offer or the order confirmation and (iii) comply with the contractual description and technical characteristics resulting from the product sheet (hereafter the "Specifications").

7.2 The term "lack of conformity" (or the term "non-compliance") covers a quality defect, a non-conformity to the specifications and defects of the product, the packaging or the processing. In the assessment of the non- compliance, it is appropriate to take account of the customary tolerances. In addition, the guarantee is due only if the use of the product was consistent with the rules and the general recommendations of use and storage.

7.3 As stated above in Article 3, the customer loses the right to claim an apparent defect if he does not make reserves at PICARDIE VALVES INDUSTRIES (PVI) or the last carrier known, specifying the nature of the defect, within two (2) days from the date of delivery of the Products. If the defect is not apparent, the time limit for the claim at PICARDIE VALVES INDUSTRIES (PVI) is of six (6) months from the date of delivery of the products.

Past these deadlines without claiming, the customer will take the products sold in their state, without any guarantee on the part of PICARDIE VALVES INDUSTRIES (PVI) for the defects or faults relating to these products, to their packaging and/or their processing. This clause will have the result of preventing any action based on the hidden defects warranty (as provided for in Articles 1641 and following of the Civil Code) or for any other reason, and thus will not open right to repair any potential damage that may result from the subsequent discovery of a defect or a fault affecting the sold product.

7.4 If the customer has notified the lack of conformity within the time limits and the form stipulated in section 7.3, And the technical services of PICARDIE VALVES INDUSTRIES (PVI) consider that the claim is justified, PICARDIE VALVES INDUSTRIES (PVI) may choose:
a) either the replacement of the non-compliant product by a new product at the charge of PICARDIE VALVES INDUSTRIES (PVI)
b) or the reimbursement of the price charged and paid, for a product for which the non-compliance is established,
c) or a discount on future orders.
d) or else the repairing the product.
No compensation can be requested by the customer for any other reason whatsoever.

7.5 At the request of PICARDIE VALVES INDUSTRIES (PVI), the customer will have to return to PICARDIE VALVES INDUSTRIES (PVI) Any product claimed non-compliant. The choice of the carrier remains at the convenience of PICARDIE VALVES INDUSTRIES (PVI). Any return will have to be sent to the address that PICARDIE VALVES INDUSTRIES (PVI) shall communicate to the customer. If the product(s) is compliant to the order, PICARDIE VALVES INDUSTRIES (PVI) will return it/them to the customer, at the expense of the latter, without prejudice to any claim for damages.

7.6 Any Product returned without the agreement of PICARDIE VALVES INDUSTRIES (PVI) will be refused and will neither lead to the establishment of a credit nor to a refund.

7.7 If the customer gets the non-compliant product repaired by a third party, the seller will not be required to pay the related fees.

8.1 In experienced professional, the client, prior to placing the order, conducted a careful study of the ordered products, their specifications and their compatibility with other components.

8.2 By the completion of the order, the customer acknowledges having disposed of all the necessary information enabling him to assess the suitability of the product for his needs.

8.3 The Customer expressly waives for himself and on behalf of his servants and successors as well as for his insurers, to exercise any remedy for whatsoever reason, without this enumeration being limiting, incidental or consequential damages, material or immaterial, such as the loss of equipment, exploitation, production, profit, data, and use, arising from or related to the delivery, to the functioning and use of the product, regardless of the identity of the person who has suffered such damage.

8.4 The customer undertakes to make opposable to his insurers, to his own customers and their insurers contractual limitations of liability defined in the present T&Cs.

8.5 The customer has the responsibility to check the conformity of the product ordered in the light of the locally applicable regulations, in the places where he uses or delivers the ordered products. Otherwise, the customer must provide to PICARDIE VALVES INDUSTRIES (PVI) the information necessary for the audit of compliance to be carried out by it

8.6 Except wilful misconduct or gross negligence of PICARDIE VALVES INDUSTRIES (PVI), the responsibility of PICARDIE VALVES INDUSTRIES (PVI) is expressly excluded in the case of:
a) loss of identity of the product resulting from a change in its original state (physical qualities and/or chemical in particular) of the fact of the retailer and or the Final User,
b) Misuse of the product by the customer,
c) incorrect use of the latter or non-compliance with precaution and with the practices of the profession or beyond the expiry date,
d) not compliant storage with the user requirements.
e) Operating Instructions not respected or(and) use contrary to regulations.

8.7 In any case, if the responsibility of' PICARDIE VALVES INDUSTRIES (PVI) became engaged because of the ordered products, our liability would be capped at the price of those products.

9.1 The Customer expressly agrees that the products remain the full property of PICARDIE VALVES INDUSTRIES (PVI), Until full payment of invoices.

9.2 The payment is made by the actual receipt of the price, bills of exchange or any other document creating an obligation to pay do not constitute payments within the meaning of this provision.

9.3 The products may not be pledged or guaranteed without the authorization of PICARDIE VALVES INDUSTRIES (PVI) before the complete payment of the price. In case of seizure by a third party on these products, the customer is required to inform PICARDIE VALVES INDUSTRIES (PVI) all at once.

9.4 The customer may sell the Products in the ordinary course of his business. All claims arising from the resale are hereby automatically transferred to PICARDIE VALVES INDUSTRIES (PVI) In payment of customer receivables.

9.5 In case of payment default to one of the deadlines in the order confirmation, PICARDIE VALVES INDUSTRIES (PVI) reserves the right to terminate the contract unilaterally. The resolution will be notified in writing to the customer. After notification of the resolution, the customer will be required to return the products immediately.

9.6 The products will be kept at the customers expense and risk. The above provisions shall not prevent the transfer of risk to the customer (including risk of loss, deterioration, and potential damage caused by the products) starting from the time they left the warehouses PICARDIE VALVES INDUSTRIES (PVI).

9.7 The customer shall assist PICARDIE VALVES INDUSTRIES (PVI) to adopt all necessary measures to preserve his rights.

PICARDIE VALVES INDUSTRIES (PVI) will be discharged from liability for any event beyond its control that prevents or delays the delivery of products, contractually considered as a case of force majeure.

It will be so especially in case of events occurring at PICARDIE VALVES INDUSTRIES (PVI) or its suppliers, such as lockouts, strikes, fire, flooding, equipment damage, riots, war, epidemics, attacks, embargo, accidents, interruption or delay in transportation, inability to obtain supplies, failure of raw materials, significant change of political situation in the client's country or any other event beyond the control of PICARDIE VALVES INDUSTRIES (PVI) resulting in partial or total unemployment at PICARDIE VALVES INDUSTRIES (PVI), or its suppliers.

The customer agrees to comply with all intellectual property rights PICARDIE VALVES INDUSTRIES (PVI) Which he declares to have perfect knowledge.

The customer is not permitted to reproduce or have reproduced, in whole or in part, trademarks, designs or other industrial property right which PICARDIE VALVES INDUSTRIES (PVI) holds, under penalty of prosecution, and / or transmit to third parties any information of any kind whatsoever for the total or partial reproduction of these rights.

These Terms and conditions are drawn up in the French language. This version will prevail in case of a problem of interpretation related to the translation.
The language of trade exchanges and contracts will also be the French language in the absence of contrary indication validated by both parties.

All plans and technical documents are sent by electronic mail and must be returned by the same channel. All other correspondences such as technical and
/ or commercial requests for clarification can be done by mail, fax or email and the parties agree to grant them a contractual value. All correspondences with the original stamps of the company and / or signatures will be sent by mail or express mail.

All email correspondence should be given an acknowledgement of receipt with a reply email.

If one or more provisions of these Terms turn out to be null, illegal or deprived of enforceability, the other provisions will in no way be affected or reduced.

PICARDIE VALVES INDUSTRIES (PVI) reserves the right to assign to third parties rights and / or obligations to deal with a customer resulting from contractual relationships.

The fact not to require the strict application of the GTC cannot constitute a waiver on the part of PICARDIE VALVES INDUSTRIES (PVI) to one of any rights attached to the order and the present General Terms and Conditions.

These Terms supersede all prior general conditions which may appear on documents of PICARDIE VALVES INDUSTRIES (PVI) or agreed on by any other means.

Only the specific conditions of sale and/or possible amendments duly signed by PICARDIE VALVES INDUSTRIES (PVI) will cancel, waive and / or replace these Terms.

The relations between PICARDIE VALVES INDUSTRIES (PVI) and the customer are governed by the French law which is the only applicable, specifying however that the Vienna Convention on the International Sale of Goods will not be applicable to commercial relations established within the framework of the present.

When the customer is in France and failing amicable settlement of the dispute within thirty (30) days of notification of a dispute by a Party to another the Paris Commercial Courts (France) have exclusive jurisdiction to deal with all disputes arising from the application of these general conditions of sale, their execution or their interpretation, even in cases of appeal or multiple defendants.

When the customer is located outside France and in the absence of an amicable solution in the same period referred to above as thirty (30) days, all disputes arising out of these Terms or in connection with them shall be finally settled according to the Arbitration Rules of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Terms. The seat of arbitration shall be Paris and the language of the arbitration shall be English.