Terms and conditions of sale

Article 1 – PURPOSE AND SCOPE

These General Terms and Conditions of Sale (the « GTC ») of the company Anvis Decize SAS, registered with the RCS 518482013 and of the companies it controls, which control it and/or which are placed under the same control as it, control being understood within the meaning of article L. 233-3 of the Commercial Code, such as e.g. Anvis Epinal SAS. (the respective seller hereinafter referred to as « ANVIS »), carrying out an activity of design, manufacture and sale of vibration damping devices, such as, without limitation rubber and plastic products (the « Products »), apply to any order of Products by professional customers (the « Client(s) ») from ANVIS.

Article 2 – CONTRACT - ORDER PROCESS

2.1 ANVIS's offers and quotations (the « Offer ») are communicated to the Client electronically, namely by email, are made according to the information and specifications communicated by the Client, and are valid for a period of thirty (30) days from their issue by ANVIS, unless otherwise stipulated in writing. When ANVIS has sent the customer a price list, valid for the period indicated therein until modified, the customer is deemed to accept the said prices, and may place an order without first requesting a quote. In such a case, the formation of the contract remains subject only to the order confirmation as described in Article 2.4.

2.2 Any placing of an order entails (i) the full and unreserved adherence of the Client to the GTC which prevail over any contrary stipulations that may appear on the Client's purchase orders and/or any general terms and conditions of purchase, unless special conditions (“Special Conditions”) are expressly accepted in writing by ANVIS and the Client (the « Parties »), and (ii) validation by the Client of the technical characteristics and quantities of the Products ordered and confirmed in ANVIS's offer.

2.3 ANVIS reserves the right to request any guarantee and/or information necessary from the Client before confirming the order, which can only be issued after the requested information has been provided to ANVIS.

2.4 The contract is formed by the acceptance of the order by ANVIS, materialized by the sending of an order acknowledgment to the Client (the « Order Confirmation »), integrating the Offer and summarizing any Special Conditions accepted for the Client's order, indicating the delivery time, the place of delivery, as well as any applicable INCOTERM, if it differs from the GTC. The contract is thus constituted by the Order Confirmation and by the GTC (together, the « Contract »). Any other information and/or document, exchanged in whatever form, must be considered as given for information only and is subject to change at any time at ANVIS’ discretion. As soon as the Contract is formed, the sale becomes final, firm and non-revisable and can no longer be cancelled without the prior, express and written agreement of ANVIS.

2.5 ANVIS may also make available to the Client an IT platform allowing the placing of orders. These GTC apply fully in the event of an order placed via the IT platform. The order placed via the IT platform and having been confirmed, together with these GTC, together form the « Contract ».

2.6 Any request for modification or cancellation of the Contract by the Client is subject to the prior express written acceptance of ANVIS, and entails the revision of the time limits and conditions for performance of the Contract. All ANVIS' costs and charges relating to the modification or cancellation of the Contract are borne exclusively by the Client, who is responsible for all direct and indirect consequences of such modification or cancellation. Any deposit possibly paid remains, in any event, due to ANVIS and is deemed flat compensation for ANVIS’ costs incurred and services rendered until modification or cancellation of the Contract.

Article 3 – PRICE - PAYMENT

3.1 Unless otherwise stipulated in writing, prices are net, exclusive of tax (« HT ») and in Euros, and do not include costs, taxes or duties of any kind, in particular customs duties. The Order Confirmation specifies, where applicable, the costs invoiced to the Client with the Products (in particular transport, packaging, etc.). Any currency exchange risk is borne by Customer.

3.2 Prices are set according to the indications and specifications of the Client's order and according to the price lists in force on the day of the Offer, ANVIS reserving the right to modify them at any time, without notice, subject to ongoing Contracts and any Offer. Prices are subject to automatic adjustment at any time and without formalities between the issue of the Order Confirmation and the delivery of the Products, in the event of a variation of more than TEN PER CENT (10 per cent) in the costs affecting the Products delivered by ANVIS, whether upwards or downwards (in particular the costs of raw materials including rubber, steel and / or aluminium, supplies, the costs of energy and oil, the euro/dollar exchange rate and/or transport), proportionate to the said variation.

3.3 Unless otherwise stipulated in writing in special conditions, the payment / balance of payment for Products is due within THIRTY (30) days from the delivery of the Products, by bank transfer. In the event of partial delivery, ANVIS will invoice, on the date of delivery, the Products actually delivered.

3.4 ANVIS reserves the right to request a deposit upon the Order Confirmation, in particular due to the specificities of the Client's order, its financial situation, or for any other reason. Performance of the Contract is then suspended until payment of the full amount of the deposit. In case of modification or cancellation section 2.6 applies.

3.5 In the event of late payment, a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus TEN (10) percentage points shall be payable and calculated prorata temporis, as well as a fixed indemnity of FORTY (40) euros for collection costs, without prejudice to additional compensation upon presentation of supporting documents.

3.6 Failure to pay any one of the instalments, without prior formal notice and without prejudice to any other right and action, shall entail (i) the suspension of the Contract and of all other current contracts; and/or (ii) the forfeiture of the term and the immediate payment of all current invoices, even those not yet due.

3.7 In the event of late or non-payment by the Client, or in the event of financial difficulties of the Client, ANVIS reserves the right to require payment of all or part of the order on the day of the Order Confirmation and until such payment is received by ANVIS its obligation to perform the Contract shall be suspended.

3.8 Advance payments shall not give rise to any discount, unless otherwise agreed between the Parties.

3.9 Under no circumstances may payments be suspended or be subject to any set-off from any cause whatsoever, and the Client’s debts to Anvis may not be assigned to third parties, without the prior written agreement of ANVIS.

3.10 Any partial payment shall first be allocated to the non-privileged part of the claim, then to the amounts which have fallen due earlier. All the consequences of late payment remain fully applicable in case of partial payment, until the payment is made in full.

Article 4 – DELIVERY

4.1 Unless otherwise stipulated in writing in the Order Confirmation, the Products are delivered in accordance with INCOTERM EXW (EX WORKS - INCOTERM ICC 2020) at ANVIS's local sites (Decize 58, or Epinal 88). Delivery after leaving ANVIS’ site is, in any event, carried out at the Client's risks, perils and expense.

4.2 It is in any event the responsibility of the Client, in the event of damage, shortages, and/or for any apparent defect affecting the Products, to make all necessary observations on the delivery note, and to confirm its reservations by registered letter with acknowledgment of receipt to the carrier, where applicable, within THREE (3) working days following receipt of the Products (the “Inspection Period”). A copy of the observations and reservations must be communicated to ANVIS as soon as possible, together with the reasoned justification of the disputes and reservations, in particular photos of the Products. Failing this, the Products are deemed accepted after the Inspection Period.

4.3 If the Client wishes to defer delivery of the Products until a later date than agreed in the Contract, it must obtain ANVIS's written agreement, which may invoice additional storage and insurance costs. In the event of an impediment or opposition to the delivery of the Products, in accordance with the Contract, the risks of loss and deterioration of the Products shall be transferred upon notification of ANVIS's ability to deliver them. Without prejudice to any other right to compensation, storage costs of 2% of the amount excluding tax of the order per week of storage commenced shall be invoiced automatically to the Client and the Products shall be invoiced at the contractually agreed due date.

4.4 The delivery periods possibly agreed between the Parties are counted from the Order Confirmation, subject to the performance of its obligations by the Client, and in particular the communication of any information necessary for the performance of the order. They are given for information purposes only and are subject to variation, in particular depending on production, supply and transport constraints.

4.5 Any logistical penalty, and/or for delay in delivery, early delivery, service rate, out-of-stock rate, or any other penalty is expressly excluded, and may in no case be claimed from ANVIS, nor be set off and/or debited and/or automatically invoiced against the sale price of the Products. In the event of damage demonstrated by the Customer due to a failure to deliver the Products, the Parties shall meet in order to agree, on a case-by-case basis and by mutual agreement, on the measures to be taken. The Customer may not refuse partial delivery of the Products without just cause.

Article 5 – RETENTION OF TITLE

5.1 ANVIS RETAINS FULL RIGHT, TITLE AND OWNERSHIP OF THE PRODUCTS UNTIL FULL PAYMENT OF THE PRICE BY THE CUSTOMER, PRINCIPAL AND ACCESSORIES, IT BEING SPECIFIED THAT THE DELIVERY OF AN INSTRUMENT CREATING AN OBLIGATION TO PAY (BILLS OF EXCHANGE OR OTHERS) DOES NOT CONSTITUTE PAYMENT WITHIN THE MEANING OF THIS CLAUSE. FAILURE TO PAY ANY ONE OF THE INSTALMENTS MAY LEAD TO CLAIMS FOR RETURN OF THE PRODUCTS AND/ OR THEIR PRICE AND TERMINATION OF THE CONTRACT. IN THE EVENT OF SEIZURE OR ANY OTHER INTERVENTION BY A THIRD PARTY, THE CUSTOMER IS REQUIRED TO IMMEDIATELY INFORM ANVIS THEREOF AND TO TAKE THE NECESSARY LEGAL MEASURES TO FREE UP THE PRODUCTS.

5.2 The Customer may resell the Products in the course of the normal operation of its business, it being expressly stipulated that the Customer automatically and as of right assigns to ANVIS all receivables arising in its favor from the resale to the third-party purchaser. The Products in the Customer’s possession shall be presumed at all times to be those that are still unpaid. ANVIS may take them back, and Customer has to return them to ANVIS at any time as payment and compensation of unpaid invoices. The Customer shall inform ANVIS of any intervention or claim by a third party likely to infringe its rights over the Products, so that it may oppose such intervention and take any protective measure to preserve its rights.

Article 6 – WARRANTY - RETURN

6.1 The Customer is solely responsible for the choice of the Products, for the prior verification of the compatibility of the Products ordered with the use for which it intends them and for their compliance with the specific standards required for their use under the legal provisions applicable at the domicile of the Customers, or the place of their intended use. It must send ANVIS, prior to the Order Confirmation, all information necessary for the conformity of the Products for the specific use for which they are intended. Consequently, ANVIS may in no case incur any liability if the Product has not been used by the Customer in accordance with its intended purpose and/or if the Product purchased does not meet the standards required for its use, and/or in the event of design defect and/or deterioration and/or accident, attributable to the Customer, including as by incomplete or deficient information given by Customer to ANVIS.

6.2 ANVIS warrants to the Customer that the Products conform to the Order Confirmation in accordance with the mandatory legal and regulatory provisions in force within the European Union, as well as under the following commercial warranty conditions. It is expressly acknowledged that no commercial warranty is offered by ANVIS in addition of the applicable legal guarantee.

6.3 No claim may be made for minor differences reasonably acceptable in relation to the order specifications.

6.4 No liability is accepted by ANVIS in cases where the damage results (i) from the Customer’s instructions, (ii) from improper storage, use, handling, maintenance and/or transport of the Products by the Customer, notably under abnormal, atypical and/or not reasonably foreseeable conditions, (iii) from failure to comply with the recommendations for use, servicing or maintenance of the Products, and in particular the technical documentation supplied by ANVIS and/or best industry practices, (iii) from modification of the Products by the Customer without ANVIS’s prior consent, (iv) from normal wear and tear of the Products, (v) from products, spare parts and/or materials supplied by the Customer or by third parties chosen by the Customer.

6.5.1 Lack of conformity: No claim for lack of conformity will be accepted for Products that have been put to use or modified by or on behalf of Customer. In addition to recording damage, shortages and/or apparent defects on the delivery note in accordance with article 4.2, the Customer must provide all justification in writing as to the reality of the defects observed and specify the order number, as soon as possible and at the latest within EIGHT (8) days following delivery of the Products, any verification or analysis carried out remaining at its expense and to be performed immediately after delivery of the Products. In the event that ANVIS finds a non-conformity of the Product delivered, the Customer may obtain, as a priority, the repair of the Products, or their replacement, or a price reduction proportionate to the defect, or reimbursement of the Product, up to a maximum of the net price paid to ANVIS. ANVIS’s prior written consent is required for any return of Product. Failing this, any Product returned without such consent will be held at the Customer’s disposal at its own cost and risk, and will not give rise to the issuance of a credit note. The Customer shall bear the cost and the risks of transport and/or storage of the return of the Products. The Products must be returned in accordance with the instructions provided by ANVIS. The Products must not have suffered any deterioration or transformation for any reason whatsoever.

6.5.2 Latent defect (“Vice caché”): In the event that a latent defect, within the meaning of the legal provisions, affecting the Products is established and ascertained by ANVIS, the Customer may obtain, as a priority, the replacement of the Products, their repair, a price reduction proportionate to the defect or reimbursement of the Products.

6.6 Without prejudice to mandatory legal or regulatory provisions, the amount of compensation or damages owed under the Contract may not exceed the price of the Products concerned. Any liability for consequential or indirect damage, loss of profit, loss of turnover, loss of opportunity or damage to brand image is expressly excluded, as is liability for all costs and expenses relating to personnel travel, towing and immobilization of the Products, where applicable.

6.7 ANVIS reserves the right to carry out any finding and/or verification of the non-conformity alleged by the Customer. If the Products prove to be compliant, ANVIS reserves the right to invoice, with supporting documentation, all costs inherent in the examination of the Products.

6.8 Unless otherwise stated, any request relating to a return or to the implementation of legal warranties must be made to the email address quality-anvis-decize@anvisgroup.com, or to such other email address provided by ANVIS.

Article 7 – FORCE MAJEURE - HARDSHIP

The Contract may be terminated by ANVIS, as of right and automatically, in the event of the occurrence of a force majeure event within the meaning of article 1218 of the Civil Code, including a fire, a riot, an epidemic / pandemic, an interruption of energy or means of communication, a flood, a storm, a hurricane, a terrorist attack, equipment damage, a war, a strike (total or partial) in the factories and/or at the suppliers, subcontractors and carriers of ANVIS, supply disruptions and/or failures of carriers, affecting the performance of ANVIS's obligations. Termination is effected by sending a registered letter with acknowledgment of receipt by one of the Parties to the other as soon as possible, without any compensation being due by either Party, if the force majeure event continues beyond a period of THREE (3) months, during which the performance of orders is suspended. Products already manufactured at the time of cancellation, in the event of force majeure, will be delivered and invoiced to the Client, who may not refuse to receive them and to pay for them.

In the event that a change of unforeseeable circumstances at the time of conclusion of the contract renders performance excessively onerous for ANVIS, the provisions of article 1195 of the Civil Code apply. The Parties acknowledge that negotiations will be considered to have failed if no agreement is reached no later than SIXTY (60) days from the request for revision of the Contract made by ANVIS.

Article 8 – CONFIDENTIALITY

Each Party (the “Receiving Party”) undertakes not to disclose and to keep confidential any information, of whatever nature, in whatever form, that may be disclosed to it, before or after the conclusion of the Contract (the "Confidential Information") by the other Party (the “Disclosing Party”), and this for a period of THREE (3) years from its communication. The Receiving Party undertakes to return to the Disclosing Party, at its request, any document or medium of whatever nature and form containing the Confidential Information. The identity and contact details of ANVIS's suppliers and subcontractors are trade secrets, which remain confidential and may under no circumstances be disclosed by the Client.

Article 9 – INDUSTRIAL PROPERTY - TOOLING - REFERENCE

9.1 The sale of the Products does not confer any right on the Client over ANVIS's intellectual property rights. No assignment of ownership right or license on trademarks, designs and models, distinctive signs, symbols, logos, photographs, patents, plans, projects, studies, sketches, and any other intellectual property rights belonging to ANVIS or lawfully exploited by it, including the Confidential Information, is granted. The items subject to the order (plans, designs and models, visuals, photographs, patents, texts, Confidential Information, etc.) may neither be disclosed, nor modified or adapted, nor represented, nor reproduced, nor stored, nor archived in whole or in part by any process whatsoever, without the express prior authorization of ANVIS, and for purposes other than the performance of the Contract. It is expressly specified that ANVIS thus remains the sole owner of the intellectual property rights relating to the plans and specifications of the Products for the Client's order any may at any time request the return and/or deletion of any of its representations

9.2 In any event, the tooling acquired or manufactured by ANVIS for the performance of the Contract remains its full property, including in the event of financial participation or assistance by the Client, in whatever form, without any transfer of material or intellectual ownership to the Client, on any basis and in any form whatsoever. Similarly, ANVIS is the sole owner, under the sui generis right of the producer of databases, of all databases produced in connection with the performance of the Contract, in compliance with the provisions of article 10 below and the mandatory legal and regulatory provisions in force.

9.3 ANVIS hereby is expressly authorized by the Client to use its name and distinctive sign for commercial reference purposes, on all media, in particular in its advertising documents.

Article 10 – PERSONAL DATA

Each of the Parties undertakes to comply with the legal and regulatory provisions in force applicable to the protection of personal data concerning the other Party (including the natural persons concerned of the other Party). In this respect, each of the Parties specifies that the purpose of the processing is (i) the performance of the Contract, for its duration as well as that of the warranty and limitation periods, and (ii) the sending of commercial information to the Client in connection with its activity, which the Client expressly acknowledges and accepts. Each of the Parties undertakes to take measures to ensure the confidentiality, integrity and security of the data thus collected, which will not, under any circumstances, be transferred to any third party whatsoever that does not provide the same guarantees to ANVIS. Each of the Parties recalls that the other Party (including the natural persons concerned of the other Party) has a right of access, rectification, portability, deletion and erasure of its personal data and of minimization of processing and objection on legitimate grounds to the processing, as well as the right to define post-mortem instructions, which may be exercised by ordinary mail at the following address: ANVIS - USINE DES CAILLOTS, 12 RUE HENRI DARCY, 58300 DECIZE, or by email at the following address: info@anvisgroup.com, as well as the right to lodge a complaint with the competent personal data protection authority (in France, the CNIL).

Article 11 – ASSIGNMENT-TRANSFER

ANVIS may assign, delegate, subrogate or transfer all or part of its rights and obligations under the Contract, which is not concluded intuitu personae towards ANVIS. In particular, it is agreed that ANVIS may transfer its rights or obligations to any other company of the ANVIS group, or call upon one or more subcontractors for the performance of one or more of its obligations under the Contract.

Article 12 – NO WAIVER - AMENDMENT

The failure by either of the Parties to assert a right or to exercise a remedy may under no circumstances be considered as a waiver of such right or remedy. Any amendment to the Contract may only be made in the form of an addendum signed by both Parties.

Article 13 – JURISDICTION AND APPLICABLE LAW

13.1 THE GTC AND THE CONTRACT ARE GOVERNED BY FRENCH LAW, TO THE EXCLUSION OF ANY CONFLICT OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF ANOTHER LAW. THE UNITED NATIONS CONVENTION OF 11 APRIL 1980 (VIENNA CONVENTION) IS EXCLUDED.

13.2 FAILING AN AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS FOLLOWING ITS OCCURRENCE, ANY DISPUTE ARISING FROM THE CONTRACT BETWEEN THE PARTIES SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS HAVING JURISDICTION IN THE DISTRICT OF ANVIS'S REGISTERED OFFICE (THAT IS, FOR EXAMPLE, THE COMMERCIAL COURT OF NEVERS IF THE SELLER IS THE COMPANY ANVIS DECIZE, OR THE COMMERCIAL COURT OF EPINAL IF THE SELLER IS THE COMPANY ANVIS EPINAL).