1. SCOPE 1.1 Unless expressly agreed otherwise in advance by our Company (hereinafter referred to as “CIPAM”), all supplies and all services, work and interventions of any kind performed by CIPAM are subject, without exception, to the present general terms and conditions (hereinafter referred to as the “General Terms and Conditions”), which prevail over any other document of the Customer (hereinafter referred to as the “Customer”), and in particular over any general terms and conditions of purchase. 1.2 Any special agreements or deviations from any of the clauses of the General Terms and Conditions must be the subject of special written stipulations on our part. In this case, the clauses of the General Terms and Conditions which are not expressly amended or repealed by these special stipulations retain their full and complete effect.   2.
COMMANDES 2.1 Nos engagements sont limités aux documents validés par CIPAM. Consequently, we are only bound by commitments made by members of our staff, subject to their written confirmation by CIPAM. 2.2 The nature, scope and price of the supplies and services (hereinafter the “Supplies and Services”) performed by CIPAM on behalf of the Customer are specified in a document entitled “Offer”, drawn up by CIPAM on the basis of the information provided by the Customer. 2.3 The Customer places his order or his order for agreement on the basis of the Offer. All orders must be placed in writing and, to be valid, must be accepted by us in the form of an acknowledgement of receipt (hereinafter the “Acknowledgement of Receipt”). The Offer forms an integral part of the Acknowledgement of Receipt insofar as its provisions do not conflict with those of the Acknowledgement of Receipt. 2.4 The Acknowledgement of Receipt and these General Terms and Conditions constitute the Contract (hereinafter the “Contract”) governing the relationship between CIPAM and the Customer. The provisions of the Acknowledgement of Receipt shall prevail over any contrary provisions of these General Terms and Conditions. 2.5 Unless otherwise agreed, our Offers are binding for a maximum period of 1 month from the date of issue, renewable on request. 2.6 Studies, sample tests and the manufacture of prototypes carried out at the request of a Customer but which do not lead to the conclusion of a Contract will be invoiced on the basis of the time spent and the costs incurred. 2.7 Order cancellations will only be accepted within three working days of receipt of the purchase order or written agreement, provided that they have not yet been acknowledged by us. If an order is cancelled after this period or after the Acknowledgement of Receipt has been sent, we reserve the right to invoice the costs incurred by the total or partial execution of the initial order, to which may be added compensation for the direct and indirect loss suffered by CIPAM. 2.8 Changes to orders will be subject to amendment and written acceptance by us, under the same conditions as above.   3.
PRIX 3.1 Les prix sont fixés dans notre Offre et validés si besoin dans l’Accusé de Réception. 3.2 Prices do not include VAT. We reserve the right to modify our prices without notice, depending on changes in manufacturers’ prices and the origin of supplies. 3.3 The minimum invoice amount is €100 excluding VAT. 3.4 The cost of postage and packing is a minimum of €20 excluding VAT per shipment for delivery in mainland France. 3.5 The VAT applicable for delivery and invoicing in Metropolitan France is the legal VAT rate in force. 3.6 The prices quoted in the Offer do not include: – any Supplies and Services not expressly mentioned therein, – any Services performed outside working hours or as part of on-call duties unless otherwise provided for in the Offer, – any remuneration due to CIPAM as a result of changes to the Services as provided for in the Offer or as a result of CIPAM performing additional Services not included in the Offer.   4.
CONDITIONS DE PAIEMENT 4.1 Les factures seront émises par CIPAM selon l’échéancier validé dans l’Offre, sauf si mentions différentes transmises dans notre Accusé de Réception, qui prévaut alors. 4.2 The maximum payment term is 30 days net invoice date. 4.3 Payment of our invoices is preferably made by bank transfer to the bank account specified on the invoice. 4.4 Delivery of a bill of exchange or any other instrument creating an obligation to pay shall not constitute payment. 4.5 Bills of exchange must be sent within 8 days of receipt of invoice. 4.6 For an initial Order of €400 or less excluding VAT, the full amount of the Order must be paid at the time of the Order. 4.7 For an initial Order over €400 excluding VAT, a deposit of 30% of the Order amount must be paid, then the balance 30 days net of invoicing, following delivery. 4.8 Where applicable, the terms of payment specified in the offer take precedence over the terms of this paragraph. 4.9 No discount will be granted by CIPAM for payment in cash or within a period shorter than that stated in these General Terms and Conditions or on the invoice. Any other payment conditions must be accepted by CIPAM. The involvement of a lending institution does not alter these conditions. 4.10 Except with CIPAM’s express, prior and written consent, and provided that the debts are certain, liquid and due, no compensation may be made by the Customer between any penalties corresponding to the failure to meet a date for the performance of a Service or to the defectiveness of the services and the sums owed by the Customer to CIPAM for the performance of the Services. 4.11 In the event of non-payment of invoices by the due date shown on the invoice, late payment penalties will be applied as of the first day following the payment date shown on the invoice, calculated at a rate of 1.50% per month. Late payment penalties are payable without the need for a reminder. 4.12 To this sum shall be added a fixed indemnity for collection costs equal to €40. If the cost of collection exceeds €40, we will request additional compensation, upon justification, it being specified that all collection costs, including legal costs and fees, are to be borne by the Customer. 4. 13 We reserve the right, in the event of non-payment of a payment or part thereof, on the due date : – to declare all of the Customer’s invoices due and payable in advance, including those for which the due date is not yet reached and regardless of the terms of payment previously agreed, – to suspend performance of the order in question and/or of all orders in progress with the Customer, – to request any guarantees of payment that we deem necessary, – to retain, by way of compensation, any advance payments received without prejudice to any other compensatory damages.   5.
MODALITES D’EXECUTION DES PRESTATIONS 5.1 CIPAM s’engage à exécuter les Prestations telles que définies dans l’Accusé de Réception dans le respect des règles de l’art applicables et en accord avec les lois et règlements en vigueur en France. 5.2 CIPAM shall use its best endeavors to meet the deadline for completion of the Services indicated in the Acknowledgement of Receipt. However, this is not a strict deadline, and CIPAM cannot be held responsible for delays of up to 30 working days. In addition, CIPAM cannot be held liable in the event of a delay attributable to the Customer or to a case of force majeure as defined below in paragraph 17. 5.3 Unless otherwise stipulated, and in particular unless a reservation is mentioned in the Acknowledgement of Receipt, the delivery period only begins to run from the date of the Acknowledgement of Receipt of the order and on condition that the Customer has provided all the data and supplies necessary to enable CIPAM to perform the Services. 5.4 Any modification of the order made by the customer and duly accepted by CIPAM during the performance of the Contract shall give rise to an extension of the delivery period, the duration of which shall be defined by CIPAM. 5.5 Where applicable, the Services will be performed at the Customer’s site specified in the Offer. 5.6 The provision of the Services may take place at any other location designated by the Customer, subject to CIPAM’s prior notification within a reasonable period of time, it being specified that any such change may result in an increase in the agreed price and additional costs to be borne by the Customer. 5.7 Likewise, in the event of any additional specific request from the Customer concerning the Services, duly accepted in writing by CIPAM, the related costs will be subject to specific additional invoicing, on the basis of an offer previously accepted by the Customer. 5.8 In the event that, at the Customer’s request, performance of the Services is suspended, the Customer shall owe CIPAM a flat-rate indemnity equal to 5% of the price of the initial Contract, by way of compensation for CIPAM’s loss of earnings resulting from the disruption to its planning.   CIPAM GENERAL TERMS AND CONDITIONS OF SALE APPLICABLE FROM 14 FEBRUARY 2019 Page 2 / 3 Agence France-Nord : Tel. + 33 (0)1 64 65 27 36 / + 33 (0)7 87 01 83 82 Morocco agency: CIPAFRICA – 295 Angle Bvd Abdelmoumen et Rue Persée – Résidence Au Abdelmoumen – Casablanca – Morocco Head office: 9 rue Valentin Haüy – BP14 La Pardieu – 63064 CLERMONT-FERRAND – FRANCE Tel. +33 (0)4 73 26 95 16 – Fax. +33 (0)4 73 28 27 23 – contact@cipam.com www.cipam.com – SAS au capital de 127 000 € – APE 3320C – SIRET 392 931 143 00045 – TVA FR 68 392-931-143   6. LIVRAISON DE FOURNITURE 6.1 Supplies are deemed to have been delivered to the Customer when they are made available in the loading area on our premises. If it has been agreed that transport is to be organized by CIPAM, the supplies will travel at the customer’s risk, with the transfer of risk to the customer occurring from the time the supplies are loaded onto the truck. 6.2 All our supplies on which we have intervened are deemed to have been sold or returned approved. The customer has the option of checking them at his own expense before dispatch. 6.3 In the absence of precise instructions on the mode of transport and destination of supplies, we will act to the best of our ability but without incurring any liability. 6.4 In the event of damage to delivered or missing supplies, it is the customer’s responsibility to make all necessary reservations with the carrier. Any supply that has not been the subject of reservations by registered letter with acknowledgement of receipt within 3 days of receipt from the carrier, in accordance with the provisions of article L.133-3 of the French Commercial Code, a copy of which shall be sent simultaneously to CIPAM, shall be deemed to have been accepted by the Customer.   7.
SPECIFICATION POUR LA FOURNITURE D’ETIQUETTES SUR MESURE 7.1 Les tolérances admises à la livraison sont limitées à une tolérance par rapport aux quantités commandées : – +/-10% pour les commandes inférieures à 100 000 unités – +/-5% pour les commandes supérieures à 100 001 unités 7.2 Dans les limites de ces pourcentages, les quantités effectivement livrées seront facturées. 7.3 In view of certain constraints linked to specific manufacturing processes, this tolerance may be increased to +/-20% on orders for specific products. If this tolerance is applied, it will be expressly mentioned in the quotation, and the customer will confirm his agreement by order confirmation. 7.4 For invoicing purposes, a counting error of 5 per 1000 units is tolerated; however, this limit may not be invoked against the seller for orders involving small quantities or particularly delicate or complex execution   8. RECEPTION – COMPLAINTS 8.1 It is the Customer’s responsibility to provide all evidence of any apparent defects or shortages within 3 working days of receipt. No supplies may be returned by the customer without CIPAM’s prior written consent. CIPAM will reimburse the customer for the cost of returning the goods only in the event that CIPAM finds an apparent defect or that the goods are missing. 8.2 If, after inspection, an apparent defect or shortage is found by CIPAM, the Customer may only request CIPAM to repair or replace the items concerned and/or to make up for the shortages at our expense, without the Customer being entitled to claim any compensation or to cancel the order. The customer’s unconditional acceptance of supplies covers any visible defects and/or shortages. 8.3 A complaint made by the Customer under the terms and conditions described in this article does not suspend payment by the Customer for the supplies or services concerned.   9.
ASSURANCE – GARANTIE 9.1 L’assurance Responsabilité Civile Professionnelle souscrite par CIPAM couvre les conséquences pécuniaires des responsabilités pouvant lui incomber du fait des Fournitures et Prestations que CIPAM est chargée de réaliser conformément aux termes de l’Accusé de Réception et des présentes Conditions Générales. 9.2 The materials and equipment sold (excluding accessories: cables, print heads, batteries, wells, consumables, etc.) by CIPAM are covered by a 1-year parts and labor return-to-work warranty from the date of delivery to the Customer. This warranty covers non-conformity of the supplies with the order and any latent defect resulting from a material or manufacturing fault affecting the supplies and rendering them unfit for use. A design fault is not a hidden defect, and our customers are deemed to have received all technical information relating to our supplies. 9.3 Developments and services sold by CIPAM are guaranteed for a period of six (6) months after delivery or installation, depending on the analysis defined, and if this installation has been carried out by CIPAM or by persons in agreement with CIPAM (Customer’s personnel or service provider). 9.4 Where CIPAM acts as a service provider, in particular in connection with the installation of equipment, CIPAM guarantees only those services that have been performed in accordance with the technical specifications defined by the Customer. 9.5 CIPAM’s warranty shall be limited to the repair or replacement of defective supplies or the rectification of services found to be defective, at CIPAM’s option and within the limits defined below. 9.6 Repairs, replacements or modifications carried out during the warranty period do not extend the warranty period. No warranty will apply in the following cases, even partially: – Normal wear and tear of the supplies, – Damage and wear resulting from adaptation or special assembly, whether abnormal or not, of the supplies concerned, unless this has been carried out under our supervision, – Deterioration, destruction of the supplies or accidents resulting from negligence, lack of maintenance or supervision, – Abnormal use, in particular of chemical, mechanical or thermal origin resulting from use that does not conform to the characteristics of the supplies, – Intervention by the Customer or a Third Party on the supplies without CIPAM’s prior and express authorization, – Moving the supplies without CIPAM’s prior and express authorization. – Hardware maintenance for workstations running the software covered by the contract – On-site interventions and related travel expenses. These will be invoiced additionally after a quotation has been drawn up and the customer has given his prior agreement – Reconstitution of files in the event of accidental destruction – Backups of files and operating data – Modifications to be made to the software for use on hardware other than that specified – The warranty does not cover operating losses incurred by the customer. 9.7 The exercise of the warranty is subject to a written request from the customer, made during the warranty period and, if CIPAM so requests, the return of the supplies in question in their original condition to the address indicated by CIPAM. The cost of dismantling and reassembling supplies, as well as the cost of transporting defective supplies, shall be borne by the customer. CIPAM will cover the cost of returning repaired or replaced supplies. Supplies are transported at the Customer’s risk, with the transfer of risk to CIPAM occurring after unloading of the supplies in the workshop on our premises.   10.
ENGAGEMENTS DU CLIENT 10.1 Le Client reconnaît expressément que la bonne exécution des Prestations par CIPAM implique nécessairement une collaboration active et de bonne foi de sa part. It therefore undertakes: – to inform CIPAM without delay of any existing or potential difficulties, changes or developments likely to have an impact on the performance of the Services; – to appoint a project manager for each project, who will be CIPAM’s main contact and will have full powers to represent the Customer vis-à-vis CIPAM; – to allow our teams and, where applicable, those of our subcontractors, access to its premises during working hours and to allow them to use its equipment, where applicable with the assistance of its employees; – to respond as quickly as possible to any questions and/or requests for validation and/or requests for advice from CIPAM, it being specified that the deadline for CIPAM to perform the Services may be postponed accordingly; – in the event of an intervention on the Customer’s site, to communicate to our teams and, where applicable, to the teams of our subcontractors, all information relating to the rules applicable on the Customer’s intervention site, in particular health and safety rules, and to take all measures and hand over all equipment in order to prevent and eliminate risks for CIPAM’s teams and those of our subcontractors. 10.2 It is expressly agreed that the provision by the Customer of premises, equipment and personnel to CIPAM or its subcontractors for the purpose of performing the Services and the consumption of any flows in connection therewith shall not be subject to invoicing by the Customer to CIPAM. In addition, the Customer undertakes to bear any inconvenience that may be caused during the performance of the Services on its site, in particular production stoppages, and waives any claim for compensation in this respect.   11.
RESPONSABILITE Durant la période de garantie, CIPAM répond de la conformité des Prestations aux spécifications fournies par le Client et figurant dans l’Accusé de Réception. In the event of defects resulting from errors or omissions on our part, duly proven, we undertake to make all necessary corrections. However, we cannot be held liable for defects, omissions or damage resulting from errors in documents or information supplied by the Customer. CIPAM is also not liable for defects, omissions or damage resulting from the customer’s decisions, in particular the choice of equipment on which we have not been consulted or which has been the subject of unfavorable comments on our part. CONDITIONS GENERALES DE VENTE CIPAM APPLICABLES A COMPTER DU 14 FEVRIER 2019 Page 3 / 3 Agence France-Nord : Tél. + 33 (0)1 64 65 27 36 / + 33 (0)7 87 01 83 82 Morocco agency: CIPAFRICA – 295 Angle Bvd Abdelmoumen et Rue Persée – Résidence Au Abdelmoumen – Casablanca – Morocco Head office: 9 rue Valentin Haüy – BP14 La Pardieu – 63064 CLERMONT-FERRAND – FRANCE Tel. +33 (0)4 73 26 95 16 – Fax. +33 (0)4 73 28 27 23 – contact@cipam.com www.cipam. com – SAS au capital de 127 000 € – APE 3320C – SIRET 392 931 143 00045 – TVA FR 68 392-931-143 If CIPAM and/or its employees and/or its subcontractors are found to be at fault in the performance of the Contract, CIPAM shall be entitled to claim damages from the Customer, the total amount of damages that CIPAM may be required to pay the customer, for all causes combined, is limited to the total price of the Services stated in the Acknowledgement of Receipt, without exceeding Fifty Thousand Euros (50. 000 €). CIPAM shall in no event be liable for any indirect damage suffered by the Customer. Indirect damage includes, but is not limited to, loss of turnover, operating loss, commercial loss, loss of profit or any claim made by any Third Party against the Customer.   12.
CLAUSE DE RESERVE DE PROPRIETE Lorsque la vente porte sur des fournitures, le Client deviendra propriétaire des fournitures après complet paiement de leur prix. Payment will be made upon actual receipt of the price, which is understood to be the invoiced price in principal, including late payment charges and interest. Delivery of a bill of exchange or any other instrument creating an obligation to pay shall not constitute payment. The customer is authorized, in the normal course of business, to resell the supplies, but may neither pledge them nor grant third parties additional guarantees on them. In the event of non-payment of a supply invoice by the Customer, the Customer shall, at CIPAM’s first request made by registered letter with acknowledgement of receipt, and without prejudice to the exercise of any other rights that CIPAM may hold, return the unpaid supplies in perfect condition (operation, appearance, packaging, etc.), at its expense and risk. CIPAM may unilaterally and immediately draw up an inventory of its unpaid supplies held by the Customer, including at the premises of a Third Party custodian of these supplies. Supplies inventoried will be presumed to be those not yet paid for. The customer undertakes to notify CIPAM immediately of any cessation of payments or in the event of a court protection order, ad hoc mandate or procedure provided for by the law on collective procedures to which it may be subject. In the event of seizure or any other intervention by a Third Party, the Customer shall notify CIPAM immediately. Supplies delivered and not paid for may be claimed even in the event of receivership or liquidation under the conditions of Articles L.621-122 and L.621-124 of the French Commercial Code. Finally, in the event of the recovery of supplies, CIPAM shall not be obliged to return any advance payments it may have received on the sale price of such supplies, provided that such advance payments can be offset against any other sums owed to CIPAM by the Customer.   13.
PROPRIETE INTELLECTUELLE 13.1 CIPAM restera propriétaire exclusive de la technologie et du savoir-faire, breveté ou non, ainsi que de tous les droits de propriété industrielle et intellectuelle développés par CIPAM et, le cas échéant, ses sous-traitants, dans le cadre de l’exécution du Contrat. 13.2 CIPAM only grants the Customer a right to use said technology, know-how or rights in consideration of the full and effective payment of the agreed price for the Services. 13.3 The Customer therefore undertakes not to reproduce, exploit or disclose the said studies, drawings, models, prototypes, concepts, ideas, studies, documents and information without CIPAM’s express prior written consent, which may be subject to a financial consideration. 13.4 The “Offer” document is strictly confidential. It may not be disclosed in whole or in part to a Third Party, by any means and for any purpose whatsoever, without CIPAM’s prior written consent.   14.
SOUS-TRAITANCE CIPAM pourra sous-traiter l’exécution de tout ou partie de ses obligations à un ou plusieurs sous-traitants de son choix. In any event, CIPAM shall remain liable to the Customer for the performance of all its contractual obligations and for compliance therewith by its subcontractors.   15.
NON-SOLLICITATION Sauf consentement écrit préalable de CIPAM, le Client s’interdit, pendant toute la durée d’exécution des Prestations et au-delà pour une période d’un(1) an, de solliciter ou d’engager directement ou indirectement toute personne occupant des fonctions salariées au sein de CIPAM. In the event of a breach of this prohibition, the Client undertakes to pay CIPAM, by way of compensation for the loss suffered (including, but not limited to, loss of know-how, recruitment expenses, training costs, etc.), a lump sum equal to the sum of the last twelve gross salaries received by the employee concerned within CIPAM.   16.
CONFIDENTIALITE 16.1 Toute information communiquée entre CIPAM et le Client, ci-après dénommés « la ou les parties », en application du Contrat sera considérée et traitée comme confidentielle par la partie qui la reçoit sous réserve que cette information soit clairement identifiée comme confidentielle, soit par écrit, soit oralement confirmé par écrit (ci-après dénommées les «Informations»). 16.2 Each party undertakes : – only disclose Information to those of its advisers, representatives, managers or employees directly involved in the performance of the Services and for whom such Information is strictly necessary, – take all necessary steps to guarantee the confidentiality of Information transmitted by the other party, in particular by subjecting its advisers, representatives, managers or employees to a confidentiality undertaking. 16.3 Unless expressly forbidden by the Customer, CIPAM is authorised to refer, for the purposes of its communication, to the Services carried out for the Customer, in general terms and excluding confidential information.   17.
RESILIATION Sans préjudice des dommages et intérêts qui pourraient être réclamés par l’une ou l’autre des parties, le Contrat ne pourra être résilié de plein droit, par le simple envoi d’une lettre recommandée avec Accusé de Réception à la partie défaillante, que dans les cas suivants : – Par le Client, en cas de non-respect par CIPAM d’une obligation substantielle lui incombant au titre du Contrat, trente (30) jours après l’envoi d’une mise en demeure, par lettre recommandée avec accusé de réception, demeurée infructueuse. The Customer shall then be obliged to pay CIPAM for any Services already performed by CIPAM and for any costs incurred by CIPAM in performing the Services which are not included in the price. – By CIPAM, in the event of failure by the Customer to comply with a substantial obligation incumbent upon it under the Contract, thirty (30) days after the sending of a formal notice, by registered letter with acknowledgement of receipt, which has remained unsuccessful. The Customer shall then be obliged to pay CIPAM: – the Services already performed by CIPAM, – the costs incurred by CIPAM in performing the Services and not included in the price, – as well as a lump-sum termination fee corresponding to the balance of the price excluding taxes of the Services that CIPAM would have been entitled to invoice if the Contract had not been terminated. – Early termination of the Contract for any other reason is prohibited. If, however, the Customer terminates the Contract other than in the case provided for above, it shall be obliged to compensate CIPAM for all of its losses, but such compensation shall not be less than the balance of the price, exclusive of tax, of the Services that CIPAM would have been entitled to charge if the Contract had not been terminated.   18.
FORCE MAJEURE Les cas de grèves et blocages, les inondations et incendies, les perturbations ou interruptions des transports, les difficultés d’approvisionnement de fournitures, en matières premières ou en énergie, les accidents importants affectant la production de nos fournisseurs, leur redressement ou liquidation judiciaire, les accidents de toute sorte affectant le stockage des fournitures et, d’une manière générale, tout événement indépendant de notre volonté et qui n’est pas imputable à une faute intentionnelle ou lourde de notre part ayant pour effet d’empêcher ou de retarder les Prestations constituent des cas de force majeure qui dégagent CIPAM de toute obligation d’exécuter les commandes et de payer des indemnités, pénalités de retard ou dommages et intérêts.   19.
DROIT APPLICABLE – LITIGES Les présentes conditions générales ainsi que les ventes et prestations qu’elles régissent sont soumises au droit français. ANY DISPUTE CONCERNING THE APPLICATION OF THESE GENERAL TERMS AND CONDITIONS, THEIR INTERPRETATION, THEIR EXECUTION AND THE CONTRACTS ENTERED INTO BY OUR COMPANY IN APPLICATION OF THESE GENERAL TERMS AND CONDITIONS SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF CLERMONT-FERRAND, EVEN IN THE EVENT OF REFEREE, PLURALITY OF DEFENDANTS OR CALL FOR GUARANTEE. These terms and conditions are drawn up in French. In the event of translation into another language, the French version shall prevail.