GENERAL

In the absence of a specific cont ract, all orders automat ically imply the full and uncondit ional acceptance of the condit ionsof the customer to the condit ions below and his renunciat ion to all st ipulat ionsthat could be printed on hisorders, acknowledgementsof receipt, invoicesor his correspondence.

ORDER

All clausesor part icular condit ionsof purchase appearing on the customer's order form, which would be in opposit ion with the present terms and condit ions, shall be considered asnull and void. No addit ion, omissionor modificat ionto any of the provisions of these general terms and condit ions of sales shall not be binding on the seller unless accepted in writ ing.

PRICES

Orders are specially manufactured to the customer's specificat ions and are sold by means of quotat ion. Quotat ionsare valid only within the limit of the validity date which, unlessotherwise st ipulated, is six months. Our prices are net, excluding VAT and all other taxes or dut ies, goods packaged ex works.

DEADLINES

The delivery t imes are given in good faith, the exceeding of themcannot result, neither in the cancellat ion of the order, nor compensat ion or penalty for delay, even if the seller found it impossible to respect its commitments upon the occurrence of fortuitous or force major events prevent ing either the realizat ion of the order, or its shipment .

CONDITIONS OF PAYMENT

Our servicesare payable at our head office, either in cash, or within a specified period, and in both cases the condit ions specified in our offer or at the t ime of our acceptance of the order. The provision of the tool(s) or more generally the issue of a delivery note const itutes the general fact of invoicing. In accordance wit h Art icles L.441-3, L.441-6 and D.441-5 of the French Code de Commerce, any payment of invoicesoccurring after theexpiry of the payment periodwill entail the obligat ion to pay us the fixed compensat ion of recovery provided for by the aforement ioned texts. This indemnity, fixed by law at 40€, is due for each unpaid invoice.

LIMITS OF LIABILITY

In the event of defect or non-operat ion of the tools, the seller's liability is limited to the replacement of any defect in material or workmanship. Proof of the defect or fault shall be the responsibility of t he customer. The seller shall not be liable for defects result ing from: normal wear and tear of the tools, t ransport, lack of supervision or maintenance, condit ionsof storage or handling, abnormal or excessive use that was not foreseen at the t ime of the order. The seller cannot be held responsible if modificat ions have been made by the customer without the agreement of the seller and if the assembly of the tool is not carried out by the customer according to the correct procedures. The seller shall in no case be held responsible for any loss, injury or damage to property caused by any failure of its supplied product . In any event, the seller's liability is limited to its own staff and itsown supply.

RETURNS

Any claimof non-conformity must be made as soon as possible by registered letter with acknowledgement of receipt, at the latest 10 daysafter the delivery of the tool(s). No return can be madewithout the prior agreement of the seller. The tools shall be returned at the risk and expense of the customer if the customer's responsibility is recognized. In the opposite case, the seller shall bear the risksand expensesof the return.

RESERVATION OF OWNERSHIP

We reserve the ownership of our delivered orders unt il full payment of the fixed price, in accordancewith the provisionsof the law 80-335 of 12.05.1980. Consequent ly, as soon asthe goodsare made available, the customer will ensure the care of it and will bear the risksalonewith regard to usand to third parties. Hewill be held to the obligat ions incumbent on the guardian of the said goods

INDUSTRIAL PROPERTY - CONFIDENTIALITY

The t ransfer of the tool(s) does not entail the t ransfer to the customer of the intellectual or indust rial property rights of the seller for itsmanufacturing studies. The elements and documentsof any kind supplied by the seller must be returned to him upon simple request without the need for a formal not ice. Under no circumstancesmay the customer dispose of the seller's studies, projects, prototypes, documents, patentsor know-how, for himself, nor disclose themto anyone elsewithout having acquired ownership of themor acquired the property, or more generally, a formal agreement fromthe seller. However, if a study presentsa certain degree of complexity t he seller may offer a study cont ract . Thiswill then be the subject of a specific invoicing. In this case the plansand documentswill become the property of the buyer, if it isexpressly agreed.

TRANSPORT, INSURANCE

The goodst ravel at the customer's risk; it isthe responsibility of the receiver to check shipments upon arrival and to make any necessary reservat ionsto the carrier, according to the provisionsof art icles 133.3 and 133.4 of Commerce, even if t he shipment wasmade carriage paid. The seller may, upon specific inst ruct ion from the customer, insure the t ransported goods. In this case, the customer shall bear the corresponding addit ional costs.

APPLICABLE LAW

The present general condit ionsof sale and the result ing cont ractual relat ionsare governed by French law.

ATTRIBUTION OF JURISDICTION

For any dispute, even in the case of an incidental request, appeal inwarranty of mult iple defenders, it is expressly agreed that the competent court will be the onewhose jurisdict ion isexercised over t he locality where our head office is located. Our draftsor acceptances const itute neither novat ion, nor derogat ion, to thisjurisdict ion clause.