Terms and conditions

1. General informations

The name « ascendeo France » can mean equally the company ascendeo France or any company of the ascendeo France Group, including the mother company, any sister company or subsidiary in any place. Operation means any commercial transaction between ascendeo France and anyone, whether or not this transaction is made in the form of a written agreement. Buyer means anyone else than ascendeo France who is a party to an Operation. Product means any item of any kind commercialized by ascendeo France. Service means any performance of any kind provided by ascendeo France. These general terms and conditions (the Terms and Conditions) shall apply exclusively to all Operations of ascendeo France for all Products and/or all Services, at any time. Unless ascendeo France gives its express written agreement otherwise, the Terms and Conditions supersedes any other document or agreement, including purchasing conditions of any Buyer and/or third party. The acceptance of the Terms and Conditions by a Buyer, for an Operation, shall imply acceptance for all other Operations.

2. Offer, conclusion of contract

Buyer’s Orders are only deemed accepted by ascendeo France when they are confirmed by the latter in writing or when the related Products and/or Services have been delivered and/or provided by acendeo France.

3. Delivery, delay

Unless ascendeo France gives its express written agreement otherwise, delivery times are solely given by ascendeo France for informational purposes. No Buyer shall be entitled to any damages as a result of ascendeo France’s failure to comply with an informational delivery time. In any case, the Buyer expressly agrees that claims for damages related to the failure of ascendeo France to comply with a delivery time other than informational will be limited, in accordance with article 9 below, to the value of the sole Products and / or Services invoiced by ascendeo France that were affected by the delay.

4. Lent packages return

If Products and /or Services are provided to the Buyer along with any object needing to be returned to ascendeo France (e.g. container, lent packages, etc.), the Buyer undertakes to return this object as soon as it is no longer necessary in order for the Buyer to take the delivery of the Product and / or the Service. The Buyer will pay to ascendeo France all fees indulged by the delay in the return of the object, which may include the price of the object itself.

5. Price

Unless ascendeo France gives its express written agreement otherwise, prices given by ascendeo France do not include delivery and shipping fees and taxes. The Products and Services’ prices are subject to fluctuations of the global price of some raw materials, which may be sudden. Therefore, the Buyer expressly agrees that the prices invoiced are those corresponding to ascendeo France’s rates applicable on the delivery date. For Products shipped outside the European Union and to French overseas departments and territories (DOM-TOM), the Buyer undertakes to pay, and is fully responsible for declaring and paying, customs duties and other local taxes or import duties due, to authorities and / or bodies competent in the country of the delivery.

6. Payment

Payment is to be made in euros by check or via bank transfer on the bank account as indicated by ascendeo France, thirty days following the date of receipt of the invoice. Unless ascendeo France claims any other damage, in accordance with the provisions of article L. 441-6 of the French Code de commerce, any delay in the payment shall cause interests for late payment to accrue the sums due at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 7 points. Late penalties are due without a reminder being necessary. In case of legitimate doubt concerning the recovery of the amounts due, ascendeo France shall be entitled, notwithstanding any of its other rights, to request guarantees or advances for deliveries not performed yet and to claim immediately all rights to which it is entitled under the commercial relationship. Commercial papers shall only be accepted on the basis of a special agreement and only for payment. The Buyer shall bear all related fees. The Buyer can only be entitled to a set-off in case of unquestionable, liquid and due claim.

7. Force majeure

In any case of force majeure acknowledged by case-laws of the applicable law, duties of ascendeo France will be suspended concerning the Products’ delivery and / or the Services’ provision. No case of force majeure relieves the Buyer of his obligation to pay the price.

8. Defects

Any information given by ascendeo France, notably regarding the serviceability, the implementation and the use of the Products and Services, is based on the technical knowledge available within ascendeo France at the time the information is given, and shall not absolve the Buyer from conducting its own checks and tests. The Buyer shall inspect the Products and Services without delay to verify they are free from defects in workmanship or design (whenever possible with a usability testing) and shall notify ascendeo France of its claims related to the defects found, failing which the Products and Services will be considered to have been treated by the Buyer as final receipts, notably serving declaration of conformity. The Buyer shall notify ascendeo France of its claims by registered mail with return receipt with all documentary evidence within eight days following the date the delivery order was signed (in case of hidden defects, as soon as they are discovered, however no later than three months after that same date). ascendeo can never be held liable for the consequences of any kind of an information given by any third party (e.g. suppliers, co-contractors or sub-contractors) and not confirmed by ascendeo France. ascendeo France shall not be liable for defects that would only insignificantly decrease the value or the serviceability of the Products and / or Services. A defect is considered insignificant notably when the Buyer can remedy them with minor efforts. In case of defect claims, ascendeo France can choose whether to remedy the defect itself or to supply the Buyer with a defect free replacement Product and / or Service. In case of legitimate claims, the Products’ return fees can only be claimed to ascendeo France if, after notifying the defect, ascendeo France did not suggest to get back the Product or to destroy it. If additional expenses result from the Buyer transferring the Products, after the delivery, to another place than the one agreed for the delivery, these additional expenses shall be borne by the Buyer, unless the transfer complies with the use the Products are meant to. In any case, all defect claims are limited to a year starting from the date the delivery order was signed.

9. Liability

ascendeo France shall not, in any case and for any reason whatsoever, be liable for indirect damages like operating losses, shortfalls, etc. and for incidental damages. In all circumstances, without being able to derogate from the paragraph 9.1 above, ascendeo France shall never be liable for an amount exceeding the tax free invoiced value of the Products and / or Services that directly caused the damage which compensation is claimed by the Buyer.

10. Retention of ownership

Under all circumstances, ascendeo France retains the full ownership of the Products and / or Services until the full and effective collection of the price invoiced by ascendeo France, all taxes included. This retention of ownership clause shall apply even in case of any prevention of business difficulties procedures or of receivership. All fees of any kind, in particular shipping fees, caused by the implementation of the retention of ownership clause, shall exclusively be borne by the Buyer. The retention of ownership provided in paragraph

10.1 may also be applied in case of implementation, installation or mixing of the Products and / or Services with other products and / or services. ascendeo France can take back the Products pursuant to the retention of ownership even without previously rescinding the sale. If the law of the country where the products are does not permit to implement the retention of ownership, despite the stipulations of article 12 below, but authorizes ascendeo France to retain any other similar right related to the subject matter of the delivery, the Buyer shall give such another guarantee to ascendeo France. The Buyer undertakes to assist ascendeo France in complying with the formal requirements necessary to do so.

11. WEEE

ascendeo France chose the eco-organization ERP for the WEEE tax on liable products introduced or imported in France by ascendeo France. The rates are available for consultation on the website www.erpreycling.org. ascendeo France invoices WEEE taxes on liable products the way they have been invoiced by its French suppliers. The WEEE tax is not discountable.

12. Applicable law and competent jurisdiction

These Terms and Conditions and any Operation shall be construed in accordance with the laws of France without reference to its conflicts of laws principles, and any dispute arising hereunder shall be submitted only to the Tribunal de commerce of Paris, to whose jurisdiction both parties hereto consent. However, ascendeo France may, at its discretion, bring an action against the Buyer in the jurisdiction where the Buyer is located.