GENERAL TERMS AND CONDITIONS OF SALE

1. APPLICATION OF THE GENERAL SALES CONDITIONS AND ENFORCEABILITY

The following general terms and conditions of sale (“GTC”) are the basis of the commercial negotiation and are systematically sent or given by Centigon France SAS (the “Seller”) to its customers and contractual partners (the “Buyer”) to allow them to order the products and services sold by the Seller (the “Products”).
The fact that the Seller does not take advantage of any of the present GTC at a given time shall not be interpreted as a waiver of the right to take advantage of any of the said GTC at a later

2. OFFER AND CONCLUSION OF THE CONTRACT

Orders for Products submitted to Seller and contracts processed by Seller shall be subject to the following GTCs, which shall supersede any clauses contained in any documents issued by Buyer.
Buyer’s transmission of the order to the Seller shall constitute the Buyer’s binding and unreserved acceptance of these GTC and, more generally, of the offer issued by the
The contract shall be valid from the date on which the Seller sends written confirmation to the Buyer, such written confirmation being known as an “Order Acknowledgement”. Only this confirmation, in connection with the order, shall be binding with regard to the content of the Changes or additions to the contract shall not be binding on the Seller unless the Seller accepts them in writing.
The Seller shall only be bound to the Buyer from the date of dispatch of the written confirmation to the Buyer.
Accordingly, no other special terms and conditions shall, unless expressly accepted in writing by the Seller, prevail over these

3. ORDERS

Any order issued by the Buyer constitutes a binding and definitive commitment by the
In the event of cancellation of the order at the request or because of the Buyer, the deposit that would have been paid shall be retained by the Seller as compensation, without prejudice to any other rights. However, the Seller still has the right to require the Buyer to take delivery of the order and to pay the

4. REPAIRS AND SPARE PARTS

Seller’s quotation shall set out the terms and scope of the repair service, as well as the work to be performed and its duration
Any modification of the initial quotation by the Buyer shall be accepted in writing by the Seller. Failure to do so shall result in the requested changes being considered void. Upon acceptance of the changes, the Seller may set a new price and a new time for
The Seller is authorized, after acceptance by the Buyer, to carry out and to invoice any work whose need would be revealed in the process of intervention, even if not foreseen on the repair order, as long as they aim to make the vehicle conform to the requirements of the legislation, the regulations in force and which would be required for the safety of the

5. PRICE AND PAYMENT TERMS

The Seller provides the Buyer with a written offer detailing the characteristics of the Products, a price, and a validity
The prices of the Products are given in euros, excluding
Invoices are due in cash, in their entirety, within a maximum of 30 days from the date of issuance, without discount and without
Unless stated otherwise in the contract, prices shall be increased by customs and processing charges incurred by the

Any invoice not paid by the due date shall be increased by interest at the half-yearly key rate of the European Central Bank raised by 10 % points, in force at the date of payment indicated on the invoice until the date of effective payment of the invoice. These interests will be calculated on the whole amount including all taxes.
In the event of late payment, the Buyer shall pay a fixed indemnity for collection costs, in the amount of 40 euros, automatically and without prior The Seller may request additional indemnification from the Buyer if the collection costs actually incurred exceed this amount, upon production of supporting documents.
A fixed compensation of 10% shall also be added to the amount due, including VAT, as a penalty clause, with a minimum of 100 euros and without prejudice to the costs that may be incurred for the recovery of the debt, as mentioned above as a fixed compensation for collection
For the application of these interests and penalties, the Buyer shall be put in notice by the mere fact of the expiration of the due date, and without the need for the Seller to complete any
Customs duties and other related taxes shall be paid by the
In the event of non-payment or late payment, the Seller may suspend all orders in progress, without the Buyer being able to claim any compensation for any reason.
In the event of non-payment of the price on the due date, the Seller may automatically cancel the sale, forty-eight hours after a formal notice that has remained unsuccessful, without prejudice to any damages that may be claimed by the

6. RETENTION OF TITLE

In any case, the Seller shall remain the owner of the Products until the Buyer has paid the price in its
If payments are not made within the agreed time, the Seller shall be entitled to take back the equipment or to decline delivery to the Buyer, without this being considered as a prohibited arbitrary measure, until the Seller has obtained full satisfaction.
Until full payment of the price of the Products has been made, any alienation, pledging or bailment of the Products is prohibited without the prior written consent of the Seller. In the event of failure to do so, the Buyer shall pay a penalty equal to twice the price still to be
In the event of intervention by the Buyer’s creditors, in particular in the event of seizure of the delivery item, the Buyer shall immediately inform the Seller by registered letter and shall be liable for the costs of the measures taken to stop this intervention, in particular those relating to a third-party opposition, if the opposing party does not have to pay the costs.

7. INTELLECTUAL PROPERTY

All information and data contained in any document or material provided by the Seller to the Buyer shall remain the exclusive property of the Seller, who is the exclusive owner of the intellectual or industrial property rights relating to the Products (including, but not limited to, patents, trademarks, models). The said documents and material must be returned to the Seller on
The Buyer agrees to make no use of the Products or information and data relating to the Products which may prejudice the Seller’s industrial or intellectual property rights and agrees to not disclose such information or data to any third

8. TRANSFER OF RISK

The transfer of the risks of the loss and damage of the Products occurs when the Products are placed at the disposal of the carrier at the Seller’s premises. The Buyer therefore assumes all costs and risks associated with the loading and transport of the Products from the Seller’s premises to the place of
The Products are therefore transported at the Buyer’s risk, and it is the Buyer’s responsibility to make any reservations or to exercise any recourse with the carriers responsible in the event of damage, loss or failure to

9. DELIVERY AND DELIVERY TIMES

Delivery of the Products is deemed to have been made when the Products are made available to the carrier at the Seller’s
The Buyer is therefore required to organise and pay for the loading and transport of the Products from the Seller’s premises to the place of
The Buyer agrees to provide the Seller, prior to the preparation of the order, with any instructions for packaging of the Products that may be
Delivery times will be communicated at the time of the registration of the order by the Seller.
The Seller will, as far as possible, comply with the delivery times indicated in the acknowledgement of receipt of the order placed by the
A delay in delivery shall not justify the cancellation of the order, nor shall it give rise to any penalty or indemnity against the

10. CUSTOMS

In case of export of the Products, the formalities of the customs export procedure will be carried out by the

11. CONDITIONS OF RECEIPT

The Buyer agrees to check the item ordered upon delivery.
Regardless of the method of delivery or shipment, it is the responsibility of the recipient to take precautions, to make any reservations or to present any claim to the carriers in the event of damage, partial loss, delay (with regard to the deadlines specified by the transport company), missing parts, as well as for all other Any Product that has not been the subject of reservations by registered letter with acknowledgement of receipt within three (3) days of its reception from the carrier, in accordance with Article L. 133-3 of the French Commercial Code, and of which a copy will be sent simultaneously to the Seller, will be considered as accepted by the Buyer.
Without prejudice to the measures to be taken with regard to the carrier, complaints about obvious defects or the non-conformity of the Product delivered with the Product ordered must be made in writing within seven (7) days of the notice of availability. The Buyer shall be considered to have accepted the delivered Product as it stands if he gives instructions for collection or if he does not communicate any observations within the period of receipt indicated
Custodial charges: when the Products are kept in the Seller’s premises pending payment of the agreed price or for any other reason, an occupation fee may be invoiced. This fee will be due as soon as the Buyer has been informed, by registered mail, of the Seller’s request to proceed with the payment or recovery of the

12. FORCE MAJEURE AND IMPREVENTION

Events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably be expected to avoid or overcome, are considered Force Majeure as long as their occurrence makes it totally impossible to perform their obligations, such as, but not limited to, strikes, fire, storms, floods, epidemics and supply
The Seller shall not be held responsible for any failure to fulfil its obligations under these GTCs or the contracts concluded with the Buyer when such failure is due to the act of a third party having the character of Force Majeure or is the result of a Force Majeure
In the event of a change in circumstances unforeseeable at the time of the conclusion of the contract, within the meaning of Article 1195 of the French Civil Code, which would make the performance of the contract concluded with the Buyer excessively onerous for the Seller, the latter may propose a renegotiation of the terms of the said contract to the Buyer, who undertakes to consider this proposal in good

13. WARRANTY

The Products are delivered with a contractual guarantee for a period of 12 months, starting from the date of acceptance by the
This guarantee covers the non-conformity of the Products with the order form and any hidden defect, resulting from a material, design or manufacturing defect affecting the Products delivered and making them inappropriate for
The Buyer shall provide all justification as to the reality of the defects observed, the Seller reserving the right to proceed, directly or indirectly, to any on-site observation or
The Seller’s liability cannot be challenged in the following cases:
When the obvious defect or lack of conformity has not been the subject of a complaint under the conditions of Article 10 of these GTC;
If the Buyer has not notified the Seller of the alleged hidden defect within twenty (20) days of its discovery, on the understanding that it is the Buyer’s responsibility to prove the date of such discovery;
If the defect results from an intervention on the good made without the Seller’s authorization;
If the defective functioning is the result of normal use of the item, negligence, lack of maintenance on the part of the Buyer or the end user, improper use contrary to the precautions for use provided with the Product, improper storage or also assembly that does not comply with the instructions and specifications of the Seller or its suppliers,
If the damage is the result of an event resulting from Force
Under the terms of the guarantee, the Seller will provide a free replacement for any parts found to be defective by its technical services, at its Lamballe premises. This guarantee covers labour costs and those resulting from dismantling and reassembly In no case may it extend to the consequences of a possible defect.

14. PLACE OF PERFORMANCE, APPLICABLE LAW AND JURISDICTION

Any question relating to these GTC as well as to the sales which they govern, will be subjected to the French
Any dispute relating to the application of these GTC and their interpretation, their execution, as well as the conclusion, interpretation, execution or breach of contracts concluded between the Seller and its Buyer will be under the exclusive jurisdiction of the Commercial Court of the Seller’s headquarters, regardless of the place of the order, delivery, payment and method of
In case of dispute, only the French text will be considered as

15. INFORMATION

The Seller undertakes to collect only the data strictly necessary for the proper functioning of commercial relations in a professional In accordance with the GPDR (General Data Protection Regulation), the Buyer has the right to access, rectify and delete information concerning him.
The present GTC supersede the general sales conditions previously in