Article 1 - Application

1.1. These general  conditions of sale  (GCS) constitute the basis for business negotiation in compliance with the law. They are systematically sent or submitted by CRAY VALLEY S.A. (hereafter called "the Seller") to each buyer to allow him/her to place orders and are inseparable from the Seller's current price list.
1.2. The GCSs take precedence over all provisions indicated in the buyer's documents as of right. The fact that an order is placed with the Seller signifies acceptance without reservation of these general conditions, which apply in spite of any and all provisions to the contrary that may be included in the buyer's business documents. Any written acceptance by the seller of conditions of purchase or any other document (special conditions in particular) originating from the buyer does not affect the primacy of the GCSs and serves only to complete them where certain provisions are not included.
1.3. The fact that the Seller does not take advantage of a particular provision in these GCSs at a given time can not be interpreted by the buyer as a waiving of the Seller's right to take advantage of it at a later date.

Article 2 - Orders

2.1. Orders only become definitive following written confirmation from the Seller even when they are recorded by the Seller's representatives.
2.2. The Seller reserves the right to suspend, delay or modify execution of orders in the case of force majeure or characterised events beyond his control that prevent him from executing the order under the conditions and within the deadlines agreed (shortage of raw materials, strikes of all kinds, transport hold-ups, floods, power cuts and, in more general terms, any circumstance occurring after conclusion of the sales contract that would prevent the seller from executing it under normal conditions).
2.3. Force majeure releases the party that invokes it from its contractual obligations only for the time during which it is prevented from executing them.

Article 3 - Prices

3.1. Products are supplied at the price in force on the day the order was placed, always stipulated net of VAT.
3.2. The Seller may modify his price list at any time. The modified price list becomes effective on the date fixed by the Seller, on condition that it has been sent to the buyer one month in advance. It is applied on the same date for all buyers without any possibility of discrimination.
3.3. Refusal by the buyer to apply the price list in force results in immediate suspension of the order's execution as of right.
3.4. Any increase or implementation of fees, duties or taxes on goods after conclusion of the sales contract is born by the buyer, even in the case of "duty paid" sales.

Article 4 - Delivery

4.1. Products are delivered in compliance with the order, either directly to the buyer, by simple ex-works delivery notice or by transfer to a shipper or carrier on the Seller's premises.
4.2. The delivery deadline is maintained by the Seller as far as possible but is only given as a guideline for each order.
4.3. Cases of force majeure, delivery deadlines exceeded by the Seller and orders for products no longer included in the price list do not give rise to payment of damages by the Seller or to any deductions or holdbacks.
4.4. In all cases, delivery within the deadlines can only be executed if the buyer is up to date with his obligations to the Seller, regardless of their cause.

Article 5 - Delivery using the buyer's packaging and/or vehicle

5.1. When deliveries are made using the buyer's packaging, the Seller reserves the right to refuse any packaging likely to affect the quality of the product sold.
5.2. When the buyer is responsible for carriage, the Seller reserves the right to refuse to load vehicles if he considers that they do not comply with transport regulations.
5.3. When the product is delivered in returnable packaging, the latter constitutes an item of industrial equipment. It remains the property of the Seller or his principals and is reserved exclusively for the packaging of products supplied by the Seller.
5.4. Deposits are subject to a special invoice, the amount of which constitutes a guarantee deposit and can not in any way be considered as a sale price. The buyer is reimbursed as soon as the packaging has been returned to the Seller.
5.5. The buyer is liable for any damage caused to the said packaging on his site.

Article 6 - Quantity - Risk Transfer - Product Delivery

6.1. For bulk sales, the quantities delivered may be equivalent to more or less 10% (+/- 10%) of the quantities ordered, except in the case of a specific agreement between the parties.
6.2. The Seller's risks are transferred to the buyer in compliance with the conditions and/or Incoterm (ICC 2000) stipulated in the order.
6.3. When accepting products, the buyer (or his carrier) must conduct all appropriate checks to ensure quantitative and qualitative compliance of the product. The buyer must be present when products are unloaded by the carrier. In the event of damage or shortage, the buyer is responsible for listing all necessary objections in the CMR, within the stipulated period and according to the procedures specified in article L. 133-3 of the Commercial Code and/or by international agreements governing transport. All special remarks must also be addressed to the Seller.
6.4. No return of products is accepted without the prior, formal agreement of the Seller, formalised by the drafting of a return note. The buyer is liable for return costs and risks unless otherwise stipulated in writing by the Seller.

Article 7 - Invoicing

7.1. An invoice is generated for each product delivery based on the date of despatch of goods from the relevant Cray Valley plant.
7.2. Products are invoiced to the buyer on the basis of the price in force on the day of order, with a possible discount granted by the Seller if the specified conditions are met.
7.3. The invoice indicates transport conditions and payment deadlines. It also specifies discount conditions applicable in the event of payment on receipt of the invoice or on a date prior to that specified in application of these GCSs.
7.4. Discounts that may be granted by the Seller, regardless of their nature, can not be considered definitively acquired by the buyer until full payment of all outstanding invoices has been made to the Seller. The Seller therefore has the right to cease discounts or request reimbursement of the difference in the event of failure to pay a single one of these invoices.
7.5. In all cases, all invoice-related claims must be notified by the buyer within a maximum of 15 days following the date of issue of the invoices in question.

Article 8 - Payment

8.1. Products are payable to the Head Office or to the establishment specified by the Seller by credit transfer, cheque, promissory note or negotiable instrument. For transactions payable by negotiable instrument, the latter must be addressed to the Seller and accepted within 15 days following the date of issue of the invoice.
8.2. With the exception of agreements to the contrary, the Seller's invoices are due for payment 30 days invoice date .
8.3. The Seller reserves the right, at any time and according to the risks involved (particularly where the buyer's financial situation or its deterioration are concerned), to fix an outstanding debt ceiling and render the supply of products subject to presentation of a guarantee or cash payment.
8.4. All sums remaining unpaid after the specified deadline are subject to automatic application of interest on arrears at three time the legal rate   i. This interest on arrears is due without formal notice. With the exception of special agreements, the amount of interest on arrears is automatically charged to all discounts, refunds, reductions or service budgets due by the Seller to the buyer.
8.5. Failure to pay any  invoice within fifteen (15) days after a follow-up notice  will result, as of right and without any formalities, in immediate liability to pay all sums (including those not yet due) owed by the buyer to the Seller.
8.6. These stipulations do not hinder the Seller's right to proceed via all legal procedures with recovery of overdue invoices, suspension of shipments or cancellation of orders.
8.7 Under no circumstances may payments due to the Seller be either suspended or subjected to any reduction or compensation without the Seller's prior, written consent.
8.8. In contracts specifying staggered deliveries, failure to collect a delivery gives the Seller the right to cancel the balance of the contract in application of article 1657 of the Civil Code.

Article 9 - Reservation of Title

9.1. THE TRANSFER OF PROPERTY DELIVERED TO THE BUYER IS SUBJECT TO FULL PAYMENT OF THE PRICE, PRINCIPAL AND ACCESSORIES INCLUDED, REGARDLESS OF THE PAYMENT METHOD AND CONDITIONS USED.
9.2. The buyer may dispose of the products on acceptance with a view to transforming, consuming or reselling them. This possibility is withdrawn as of right and without prior notice on the first failure to pay an invoice within the specified deadlines.
9.3. In the event of failure to pay an invoice in full or in part, the Seller reserves the right to proceed immediately with the recovery of products and packaging materials to the value of the amount remaining unpaid. The buyer is liable for all costs incurred by recovery of the said products and materials.
9.4. The buyer is bound at all times to allow identification of products for recovery purposes since the products in stock are deemed to correspond, in full or in part, to the products for which the Seller has not received payment.

Article 10 - Liability and Warranties

10.1. The products delivered comply with the Seller's specifications and with regulations currently in force.
10.2. In the event of acknowledged non-compliance of products following agreement between the Parties , the Seller may replace or reimburse the products as he sees fit without being subject to any other liability or compensation of any nature whatsoever.
10.3. All claims concerning product non-compliance must be established immediately and expressly confirmed by registered letter with acknowledgement of receipt within eight (8) days of the date of delivery.
10.4. The Seller provides no warranty covering use of the products sold. The buyer is solely liable for product suitability according to intended uses.
10.5. The buyer is exclusively liable for all losses or damage affecting any product or asset belonging to the Seller or a third party occurring after transfer of risks to the buyer. The buyer is solely liable for their acceptance, storage and use under conditions complying with specifications and regulations in force.
10.6. IN THE CASE OF DIRECT OR INDIRECT DAMAGE SUFFERED BY THE BUYER OR A THIRD PARTY AS A RESULT OF THE PRODUCTS SUPPLIED, REGARDLESS OF CAUSE, THE SELLER'S LIABILITY is in all cases limited to the amount RECEIVED in return for the sale of the products in question.

Article 11 - Safety data sheet

11.1. In compliance with legal provisions, Safety Data Sheets (FDS) can be consulted on the Internet (www.crayvalley.com) or sent by the Seller on request. The buyer is bound to comply with all information contained in these sheets.

Article 12 - Language

These GCBs are drawn up in French and English. If interpretation of any provision is in doubt, the French version prevails.

Article 13 - Assignment of competence and jurisdiction

Sales are subject to French law. Any dispute or conflict that may arise between the buyer and the Seller falls under the exclusive jurisdiction of the courts of Nanterre, even in the case of plurality of defendants, incidental demands or introduction of third parties.