General Conditions of Sale

FOREWORD
The purpose of these General Terms and Conditions of Sale (hereinafter “Terms and Conditions” is to define, in accordance with the provisions of Article L.441-6 of the French Code of Commerce, the respective obligations incumbent on ALDES REUNION and its Customers in the course of their contractual relationship governing the sale of products and services by ALDES REUNION.

1. APPLICATION
Any order submitted to ALDES REUNION implies the Customer’s full acceptance without reserve of these Terms and Conditions, which are received and acknowledged by the Customer. These Terms and Conditions shall prevail over all other agreements and conventions, notably the Customer’s own general terms and conditions of purchase.
Only the specific terms and conditions of sale specified in writing between ALDES REUNION and the Customer may, as necessary, deviate from these Terms and Conditions. All provisions of these Terms and Conditions that are not expressly amended or waivered by the special terms and conditions of sale shall retain their full effect.
ALDES REUNION shall not be bound by commitments made by its employees unless otherwise confirmed in writing by the company. No orders shall be considered perfect and final unless expressly accepted via a document confirming receipt of the order and indicating a record number.
As ALDES REUNION customers are tradesmen and professionals, consumer law is not applicable.

2. INFORMATION – PRODUCTS – PROJECTS
Details provided on catalogues, prospectuses, price lists, diagrams, websites, etc. are provided by ALDES REUNION for the purposes of information. ALDES REUNION reserves the right to make modifications at any time without notice.
The liability of ALDES REUNION is limited to the product characteristics. As professional tradesmen, Customers remain responsible for their product choices and installation according to the characteristics of the work project. Any theoretical drawings, sizing calculations etc. produced by ALDES REUNION or which result from the calculation software provided to generate projects and price proposals, shall not be considered as a definitive proposal for the project and shall as necessary be validated by any applicable body or technical design office at the Customer’s initiative. All projects remain the mission and responsibility of the project manager or as necessary, the specialist company executing the work.
ALDES REUNION systems must be installed by organised and reputed professional fitters, who employ qualified personnel and hold the required certifications. This means that if work is subcontracted, the subcontracting agreement is forwarded to ALDES REUNION, qualified and materialised by a written contract.
As part of its obligation to provide advice, ALDES REUNION shall propose all necessary information concerning the use of its products.

3. PRICES
Products are supplied at the prices indicated in the unit price schedules provided by ALDES REUNION and where necessary in the proposal forwarded by ALDES REUNION to the Customer or under any specific conditions agreed upon between the parties.
Confirmed prices are those in effect at the time of the order.
Invoiced prices are those in effect on the date of the order or as necessary, those appearing in the proposal forwarded to the Customer.
For all orders below the value of 100 Euro net excl. VAT, an administrative fee of 15 Euro excl. VAT shall be applied.
The unit price schedule supplied by ALDES REUNION is not applicable in the following cases:
specific product conditioning;
specific order requiring product modifications and/or assembly;
orders requiring project expenses;
specific delivery conditions or deadlines.
Unit prices may also vary according to the frequency of deliveries. In this case, the Customer shall request a specific quotation from ALDES REUNION;
Prices are provided in Euros excluding VAT, net of any discount and contributions or fees, especially contributions to the recycling of waste electrical and electronic equipment (WEEE – see also Article 8 of these Terms and Conditions). The communication of prices shall not constitute a firm offer, as our prices are subject to change without notice. The validity of a quotation (content and price) is limited to one (1) month from its date of issue.
The shipping costs and schedules supplied by ALDES REUNION shall not represent a firm proposal and may be modified without notice, especially in the event of change of economic conditions such as variations in the price of raw materials, fuel, charges and duties, unusual variations in exchange rates, collapse of markets, scarcity of materials, changes to legislation, etc.
Prices shall also be revised in the event new taxes, contributions or costs are applied due to changes in legislation affecting the compliance of products sold by ALDES REUNION or the prevention and management of WEEE and their elimination, processing and recovery (not limited to the above).

4. REBATES, DISCOUNTS, REDUCTIONS
The Customer may receive rebates, discounts and reductions appearing in the unit price schedule provided by ALDES REUNION. Such considerations are revised annually and applicable according to the volume of sales or volumes supplied of certain product families, promotional campaigns or conditions of collection.

5. DELIVERIES – TRANSFER OF RISKS
5.1. Delivery lead times
Delivery lead times are provided for information and are approximative. Delivery lead times are considered to start at the dispatch point selected by the Customer: either from the ALDES REUNION factory or from the forwarding of goods by ALDES to the first carrier selected by the Customer, it being specified that the possible use of Incoterms shall not impair these terms and conditions, unless expressly agreed in writing by ALDES REUNION and the Customer.
Delivery lead times start on the later of the following dates: the date of receipt of the order or the date of receipt by ALDES REUNION of the advance payment or the supplies that the Customer has undertaken to deliver.
Any overrun of the delivery lead times shall not cause the cancellation of the order, nor a revision of prices, nor compensation or late penalties.
ALDES REUNION is discharged as of right of any commitment concerning the delivery lead times if the terms and conditions of payment are not observed by the Customer or in the event of circumstances outside its control, a case of force majeure or events such as: lock-out, strike, epidemic, war, requisition, fire, flooding, tool accidents, scrapping of major parts during manufacture, interruption or delay in transport or any other cause generating total or partial lack of activity for ALDES REUNION or its suppliers.
ALDES REUNION shall inform the Customer of the cases or events indicated above.

5.2 Conditions of delivery – transfer of risks
Delivery entails the transfer to the Customer of all risks pertaining to the goods delivered and shall result in invoicing by ALDES REUNION. It is considered to be completed in the ALDES REUNION warehouse.
Delivery is completed either by direct handover to the Customer or by simple notice of availability, or by delivery in the ALDES REUNION warehouse or a dispatcher or carrier appointed by the Customer, or otherwise selected by ALDES REUNION.
The principle of delivery to the ALDES REUNION warehouse shall not be waivered due to indications such as FAS (Free Alongside Ship), to domicile or full or partial refund of transport costs, etc.
Delivered materials are not returnable except in the cases and conditions indicated in Article 12.3 of these Terms and Conditions.

5.3. Warehousing and handling
If the shipping or collection of goods to the ALDES REUNION warehouse is delayed for any reason outside the control of ALDES REUNION and if consented by ALDES REUNION, the goods may be stored and if necessary handled by ALDES REUNION at the risk and expense of the Customer, as ALDES REUNION declines any liability in this matter. The amount of warehousing fees charged may not be less than 1% of the order value per week, limited to a maximum of 5%. Storage in the warehouse may not exceed a period of five (5) weeks. Such provisions shall not modify the Customer’s obligation to pay for the supplies and shall not constitute a novation.

6. SHIPPING OF DELIVERED GOODS
All transport, insurance, customs clearance, handling, delivery to site of goods dispatched shall be borne by the Customer at its own expense and own risk and peril.
Goods sent by ALDES REUNION are shipped collect at the lowest prices unless otherwise expressly requested by the Customer and in all cases, under its full responsibility.
Consequently, ALDES REUNION shall accept no liability for rust, humidity, damage or deterioration of the goods after their dispatch or delivery to the Customer, even if the carriage was free of charge. In the event of damage of any kind occurring during transport, it is incumbent on the Customer to invoke the liability of the carrier and/or the insurer within the applicable deadlines and in respect of usual procedures, and to inform ALDES REUNION by registered mail with recorded delivery within three (3) days of delivery.
It is incumbent on the Customer to verify the quantities and qualities of goods delivered on arrival, before discharging the carrier. Acceptance without reserve of a goods delivery shall exclude any later recourse against ALDES REUNION.

7. PACKAGING
Packaging is always charged to the Customer and shall not be recovered by ALDES REUNION. In the absence of specific indications, packaging is prepared by ALDES REUNION in the best interests of the Customer.

8. PROCESSING OF WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT
In accordance with Article R. 543-179 to R. 5436-206 of the French Environmental Code, ALDES REUNION participates in selective waste collection. ALDES REUNION is registered as a producer of electrical and electronic equipment on the National Register of Producers. ALDES products bear a mark specifying their identity and a control sticker indicating their date of introduction to market.
“Household” category products: ALDES has appointed an eco-organisation to collect, remover and process waste goods belonging to this category. Such products are subject to a waste elimination cost (“Environmental contribution”). This cost is indicated on invoices issued by ALDES REUNION. The distributor or fitter shall pass on this cost, without modification, to the end customer.
Other products: for other electrical and electronic products not subject to this unitary charge, the Customer shall finance and organise the elimination of waste resulting from such equipment under the conditions defined in Article R. 543-200 of the aforementioned Code. The Customer shall provide to ALDES REUNION suitable documentation proving that its responsibilities are satisfied. Otherwise, ALDES REUNION reserves the right to request compensation for any damages it may incur for this reason.

9. PAYMENT – LATE PENALITIES – PENAL CLAUSE
In accordance with Article L. 441-6 of the French Code of Commerce in the text taken from law 2008-776 of 4 August 2008 (LME law), with articles 1226, 1235 and subsequent of the French Civil Code, and subject to any applicable inter-professional agreements:
Payment shall be made on the 30th day following the date of the invoice for the goods in question, this being defined as delivery under the terms of Article 5.2 of these Terms and Conditions. Any clause or request tending to set or obtain a longer payment period shall be considered as abusive under the provisions of Article L.442-6, paragraphs 4 and 7 of the French Code of Commerce. Advance payments are made on a cash basis. All invoices shall indicate the date of payment. All payments should be made to ALDES REUNION, net without discounts.
Payment is understood to mean the reception by ALDES REUNION of the full invoice amount and not simply the delivery of a document bearing the obligation to pay (bill of exchange).
Late payments shall give rise to the application of penalties at the most recent European Central Bank refinancing rate, augmented by ten (10) percentage points. In this case, the applicable rate for the first quarter of a given year is that in effect on January 1st of the year in question. For the second quarter of a given year, the rate is that in effect on July 1st of the year in question. Late payment penalties are due without reminders being necessary. Any professional customer subject to Article L. 441-6 of the French Code of Commerce in a late payment situation shall become as of right a debtor to ALDES REUNION. In addition to late penalties already defined by the law, an all-inclusive fee of 40 Euros for recovery charges shall be applied (amount in effect as of 1st January 2013 in accordance with decree 2012-1115 of 2 October 2012). In the event of non-payment by the Customer, the sums sent for collection through legal action shall be increased by 15% independently of the late penalties indicated above and the recovery costs incurred.
The Customer shall not subject payment to the provision of invoices meeting any needs not specified by the applicable legislation or any other non-obligatory document.
The payment dates agreed on may not be extended for any whatsoever reason, including in the event of legal action. Complaints shall not dispense the Customer from paying its invoices on their due date and no amounts may be withheld on the amounts indicated on ALDES REUNION invoices. In the event of sale, transfer, assignment as collateral or contribution by the Customer of its equipment or business assets, as in the case where a payment or acceptance of a bill of exchange is not done on the due date, the sums due shall be immediately enforceable, whatever the conditions agreed upon previously.
Any major change in the Customer’s financial or economic situation, even after partial execution of orders, may lead to the revision of the conditions of payment applicable to further orders.
In the event of non-payment by the due date, ALDES REUNION may suspend the shipment of other goods ordered by the Customer, without prejudice to possible compensation forthcoming.
As ALDES REUNION is not a leasing agency nor an entrepreneur but a manufacturer, it is not subject to the provisions of Article 1799-1 of the French Civil Code. It therefore accepts no holdback – whether guaranteed or not – on the value of goods invoiced.

10. RETENTION OF OWNERSHIP – CANCELLATION CLAUSE
ALDES REUNION shall retain ownership of the goods sold until full and effective payment of the principal price and accessories is received.
Consequently, the non-payment of any sums due may lead ALDES REUNION to demand return of the goods in question.
From the time of delivery as defined in Article 5.2 above, the Customer shall assume the risks of loss or deterioration of the goods, and the responsibility for any damage they may cause. Consequently the Customer undertakes to obtain suitable insurance against all risks concerning the transport, loss, theft or partial or total destruction of the goods, from a reputed, solvent insurer.
ALDES REUNION reserves the right to prohibit any modifications of the goods following the initiation of any collective procedure against the Customer.
In the event of non-performance by the Customer of any of its obligations, ALDES REUNION reserves the possibility to resolve or terminate the sale as of right after issuing a simple warning to the Customer by registered letter with recorded delivery, to which no response is forthcoming, or to pursue its execution. In this case, any advance payment paid shall remain acquired by ALDES REUNION as compensation, without prejudice to any other damages or interest.
The Customer shall inform ALDES REUNION of any threat, action, seizure, requisition, confiscation or any other measure that may affect its right of ownership of the products.
Non-observance of these provisions by the Customer shall engage its responsibility and would authorise ALDES REUNION to reduce the sale by notifying the Customer by registered mail with recorded delivery, to take back any products still in stock and refuse to continue delivering to the Customer.
The products still in the possession of the Customer are assumed to be unpaid and ALDES REUNION may take them back as repayment for any unpaid amounts.
Any partial payments already made shall serve to cover damages caused by the non-performance of the contract, and firstly, damage due to the disappearance, resale, deterioration or obsolescence of the products. Then any expenses relating to disassembly, transport, storage generated by the non-performance by the Customer of its obligations generated by the sale shall be applied.

11. INSPECTION AND TESTING
For any goods subject to factory inspection or acceptance testing, this must be done prior to shipment. A Customer requesting factory acceptance testing shall indicate the nature of the required tests to ALDES REUNION. The costs of acceptance test technicians and the cost of inspection certificates shall be assumed by the Customer.
In the event of absence of test technicians on the planned day of testing, the goods shall be considered as definitively accepted upon loading in the factory.
In the even that after delivery, the characteristics or performance of the equipment are contested and would require measures to be taken by ALDES REUNION, the Customer shall assume the totality of costs incurred by ALDES REUNION.

12. COMPLAINTS – CANCELLATION OF ORDERS – RETURN OF EQUIPMENT
12.1 Complaints
In accordance with Article 6 above, complaints concerning transport must be submitted by the Customer in observance of the Carrier’s procedures, with a copy sent to ALDES REUNION. It is stipulated that the indication “subject to unpacking” is not receivable in any event.
Complaints concerning quantities or weights are only admissible if they are submitted in writing within eight (8) days of the arrival of the goods at their destination and prior to any transformation or installation.
Complaints concerning quality are only admissible if they are submitted in writing within fifteen (15) days of the arrival of the goods at their destination.
In the event of a complaint recognised as valid by ALDES REUNION, its responsibility is limited to the replacement of the part acknowledged as defective, without any compensation being applicable for any reason.
Replaced goods should be returned to the ALDES REUNION warehouse in full.
12.2. Order cancellation
Cancellation of an order by the Customer engages its responsibility. The Customer may not cancel an order without the prior express approval of ALDES REUNION, and on condition that it receives at least all already goods manufactured for this order and compensates ALDES REUNION for the outlay and lost earnings pertaining to the equipment still under manufacture.
12.3. Return of equipment
No returns are accepted unless in exceptional cases and are subject to written approval from the ALDES REUNION sales department. Equipment returns only concern products at standard applicable prices, in the initial packing and in good condition. Carriage costs are incumbent on the Customer. Any returns to ALDES REUNION without prior approval in writing shall be systematically refused and sent back to the Customer at its own expense.
The amount of return costs is set as a minimum of 20% of the invoice price, even in the event that the equipment is in perfect condition for reuse.
Devices manufactured specifically for orders shall in no event be returned or exchanged.
12.4. Return of equipment via after-sales service:
Equipment returns under after-sales service shall only be accepted with the prior written approval of ALDES REUNION, materialised by an incident report signed by the ALDES REUNION Customer service department, which must be affixed to the package containing the returned equipment. Any after-sales service returns to ALDES REUNION without this incident report shall be systematically refused and sent back to the Customer at its own expense.

13. WARRANTY
13.1. Scope of warranty
The warranty applies to equipment that its stored, installed, used and maintained in accordance with the user’s best practices as well as the specifications and recommendations for installation issued by ALDES REUNION, and which have not suffered external aggressions (electric shocks, weather, etc.) nor modification by the Customer, abnormal use, etc.
ALDES REUNION shall not be held responsible for any malfunction caused by incorrect use of its equipment.
The warranty concerns the replacement of any equipment acknowledged as defective by the ALDES REUNION technical department, excluding applicable labour costs and travel.
Exclusions involve incidents due to chance or force majeure events and for replacements or repairs resulting from normal wear, deteriorations or accidents due to negligence, incorrect supervision or maintenance, as well as abnormal use of the equipment in question.
13.2. Warranty period and starting point
ALDES REUNION offers a two (2)-year warranty on its products starting from the date the Customer is invoiced by ALDES REUNION or for general public distribution, the date of the till receipt.
Replacement of a part shall not modify the initial warranty period of the product in question.

13.3 Warranty application conditions
To benefit from the warranty conditions, the Customer shall inform ALDES REUNION, immediately and in writing, of any defects attributed to the equipment and shall provide all justifications concerning their existence. The Customers shall provide ALDES REUNION with all facilities to observe and assess such defects, in order to remedy the situation. Unless otherwise authorised in writing by ALDES REUNION, the Customer shall refrain from performing repairs or delegating them to a third party.
Once informed by the Customer, it is the responsibility of ALDES REUNION to remedy these defects at its own expense. ALDES REUNION reserves the right to modify the components of the equipment where necessary to meet its obligations.
In principle, work resulting from the warranty obligation is done in the ALDES REUNION workshops after the Customer has returned the defective equipment or part for repair or replacement.
Nonetheless, in the event that due to the nature of the equipment, the repair work must be done on the installation site, ALDES REUNION shall cover the labour costs for this repair, excluding time required for preliminary work or dismantling/reassembly made necessary by the conditions of use or the location of the equipment, and concerning elements not included in the equipment in question.
The cost of transporting the defective equipment or parts and the return to the Customer of the repaired or replaced parts, is incumbent on the Customer, as are the travel and accommodation expenses incurred by ALDES REUNION personnel in the event repairs are required on the installation site.
Parts replaced free of charge are recovered by ALDES REUNION, and become its property again.
13.4. Limit of liability
The liability of ALDES REUNION is strictly limited to the obligations defined in this article and ALDES REUNION shall not be forced to pay any compensation, including for immaterial or indirect damage such as, but not limited to, loss of earnings, loss of usage or income, third-party complaints, etc.

14. APPLICABLE LAW – ATTRIBUTION OF JURISDICTION
All operations covered by these Terms and Conditions are subject to the laws and regulations of the Republic of France, it being stipulated that the United Nations Convention on international sales of goods is expressly disregarded.
ANY LITIGATION SHALL BE EXCLUSIVELY UNDER THE JURISDICTION OF THE COURTS APPLICABLE TO THE LOCATION OF THE ALDES REUNION HEAD OFFICE, EVEN PROCEEDINGS INVOLVING THE INTRODUCTION OF THIRD PARTIES AND PROCEEDINGS INVOLVING SEVERAL DEFENDANTS, UNLESS ALDES REUNION PREFERS TO DESIGNATE ANOTHER APPLICABLE JURISDICTION, NOTABLY THAT OF THE CUSTOMER’S HEAD OFFICE OR OF THE LOCATION OF THE GOODS.