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Sale's general condition

TERMS AND CONDITIONS

1.      DEFINITIONS

–        Buyer: the person who orders products.

–        Contract: the present general conditions and specific conditions

–       PODIA: Company PODIA

–        Parties: Purchaser and the Company PODIA

–        Product or Products: all that is offered for sale by the Company PODIA.

2.      PURPOSE OF THE CONTRACT

PODIA hereby agrees to sell to the BUYER, and the latter undertakes to buy PODIA, PODIA Products listed in the special conditions, and to the conditions specified in this contract and special conditions attached.

3.      PREVALENCE

The provisions of these terms and those special conditions associated express the entire agreement between Buyer and PODIA on the sale of products by PODIA. They supersede those, if present purchase orders or letters or other documents sent to the Buyer PODIA. This condition is a prerequisite without which PODIA would not have accepted the order.

4.      CONTROLS

Buyer orders the product he wants by means of a purchase order duly completed and signed that address with the deposit check to PODIA at the following address:

21 Place de la République 75003 Paris France

PODIA acknowledge receipt of orders placed by the Buyer and the contract does not become perfect after acceptance by PODIA. No order is considered if it is accompanied by the deposit indicated above and the order signed by Buyer that contains the description of the product, financial conditions, terms of delivery and final destination.

Any deposit received the order is definitively acquired PODIA, except in case of failure on the part of the latter's exclusive chef. The cancellation of the order implies billing of the deposit or, where applicable, for the part of the service performed. The order is the responsibility of the Buyer.

Only prices and information given in the order signed by Buyer and accepted by PODIA are applicable to the order of the Buyer; they supersede the prices and information listed in the catalogues, brochures and price lists.

5.      DELIVERY

Delivery times are based on information brought to the attention of PODIA the day of the order. PODIA emerged as of right from any commitment on delivery:

–        If the payment conditions have not been met by the Buyer,

–        In case of force majeure,

–        In case of shortage of raw material.

–        Delivery times are indicative are maintained to the extent possible

Delays less than one month cannot in any case:

–        Give rise to compensation

–        Justify the cancellation of the order

Law and jurisprudence in any case suspended or extended by force majeure or acts of God in the manner establish deadlines.

6.      DELIVERIES AND INSTALLATION OF PRODUCTS

Products sold can be installed and implemented by PODIA accordance with the stipulations stated in the special conditions. The signing by the Buyer of a purchase management is the recognition by the latter that the delivered product is in good condition. If the BUYER does not provide, upon delivery, a suitable environment for receiving the product, the date of delivery is deemed to be the date of installation for the purposes of this contract, and the signing of the delivery is in this hypothesis, considered the recognition by the latter that the delivered product is in good condition.

Transportation is the full responsibility of the Buyer. Even Franco, products travel at the risk of the Purchaser.

Whatever the mode of transport, shipping is done on the express responsibility of the Buyer. All operations of transport, insurance, customs, granting, handling, brought hard at work are paid and done at the expense and risk of the Purchaser, which shall check shipments on arrival and exercising, if any, its recourse against the carriers.

The Buyer must inform the observed differences PODIA without delay; it is required to make reservations to the delivery. These reservations must be recorded on the delivery note which lists the products delivered with a copy must be sent by registered letter with return receipt to PODIA the first business day following receipt of the product subject of those reserves.

Without reservations, deliveries of PODIA be deemed properly made and in accordance with the delivery note and any further claim is inadmissible.

If removal of store products, the products are deemed to have been checked at the time of the abduction. In no event a Product removal by the buyer cannot be an asset of transport.

7.      COMMISSIONING

At the request of the Customer, the Company conducts commissioning, or assists the Buyer during this operation. This commissioning is completed when the Buyer and technicians PODIA find, by mutual agreement, operation of the Product in accordance with its documentation.

8.      ACCESSORIES - TECHNICAL AMENDMENTS

PODIA provides Buyer, upon request of the latter, at the rates and conditions in force and according to its availability, all products, accessories, technical devices or modifications that can be used on products. However, PODIA does not give the assurance that the products, accessories, technical devices or modifications, which may subsequently be made available will be used on products which are the subject of this contract.

9.      BACK

Returns are only accepted if they have been authorized. They should be sent to PODIA free of all expenses and contain only goods in mint condition.

Returned products are not repaid, they are only replaced or exchanged with other products.

In case of exchange, parts and products can only be returned after formal written agreement PODIA being specified that the exchange only apply to products and standard parts.

10.    EMBALLAGE

Packaging is charged extra and never resumed.

11.    INTELLECTUAL PROPERTY STUDIES

The Buyer shall not acquire any intellectual property rights, industrial or other on all products, tangible or intangible, subject to the terms and conditions.

However the Purchaser acquires with the product, the right of use of integrated computer programs to being implemented with said product.

12.    PRICE

PODIA selling prices of products covered by this contract are the special conditions. These prices are established cash ex works excluding tax, without packaging, net and without discount. All duties and taxes due on the sale of products are the responsibility of the BUYER and are charged extra to it.

The prices communicated to the Buyer shall be valid for a period of thirty days; passed this time, if control of the Buyer and acceptance by PODIA, it may modify or withdraw all or part of the proposal at any time without notice or delay.

If delivery spread over a period longer than three months, the price PODIA may be updated in response to changes in exchange rates with the country of origin. They may also be revised in the event of significant and sudden increase in commodity prices. The review procedures are defined, where applicable, the special conditions.

13.    PAYMENT TERMS

The settlement of the agreed price, as mentioned in the Special Terms and adding taxes thereon, shall be made as follows:

The price is payable in cash ex works excluding tax, without packaging, net and without discount:

- 35% on the date of signature of this contract

- The balance of 65% upon receipt of invoices addressed to PODIA ten days before the expected delivery date.

14.    PENALTIES

In case of delay with respect to maturity, the sum due shall bear, automatically and without prior notice, interest at the European Central Bank to its most recent refinancing operation plus seven percentage points, with the floor of penalties a half times the legal rate of interest, in accordance with the provisions of Law No. 2001-420 of 15 May 2001.

Interest is calculated pro rata per period of one month, any month commenced being due; in addition, and it is capitalized at the end of each annual period.

Failure to pay a single invoice when due; the Company shall, if appropriate, based suspend its on going services without prior notice, until full payment of the amounts due.

This suspension is charged to the customer who agrees to bear all the consequences, including price increases and delays in time.

15.    RETENTION OF TITLE

Under the provisions of Law No. 80-335 of 12 May 1980, the product is assigned retention of title clause in favour of the Company until final receipt of its entire sales price. However, the risks are transferred to the Buyer upon delivery.

As holder of the products, the Buyer shall bear the cost custody, risk and liability relating thereto. Buyer agrees to maintain consistently identified until full payment products. Once the decision to play the retention of title clause and to claim the goods shall be served, Buyer must return them without delay and at his expense.

The transfer of ownership of the products involved in the day of the definitive collection of the total price. Accordingly, the Buyer expressly forbidden under penalty of damages, to sell the product, to pledge or dispose of by any means before the full payment of the amounts contractually due. In case of seizure by third parties on the goods the Buyer shall immediately inform PODIA. In case of bankruptcy or liquidation of the Buyer, the goods specified above may be claimed in accordance with the law of 12 May 1980.

By express agreement, PODIA sales contracts are always concluded under the condition of total payment by the Buyer to maturity or deadlines.

Does not constitute a payment within the meaning of this provision, the delivery of treats or other document creating only a promise to pay.

16.    TRANSFER OF RISKS

Notwithstanding the reservation of title clause, the Purchaser assumes upon delivery, all risks inherent to ownership of the product, which he is personally responsible.

He further states, for damage that might occur to the Product, are insured with a reputable insurance company.

17.    GUARANTEES

PODIA and Buyer recognize each other as professionals.

The product is guaranteed for two years or 2000 hours of operation according to the closest event, following its delivery to the Buyer.

The guarantee extends to all components and parts as well as labour time by the standards of PODIA and limited to expressly accepted by PODIA claims. This warranty condition is valid only for tractors delivered in France, Belgium and Luxembourg.

It is expressly agreed that the guarantee is limited to defective products, PODIA can not be held responsible for any injury, damage or consequential of any kind, that may be the direct or indirect result of a bad adaptation of the product, its misuse or failure to follow maintenance or installation instructions, lack of supervision.

The repair or replacement of product or parts during the warranty period cannot have the effect of prolonging the duration of this warranty.

Replaced parts become the property of PODIA.

Defective parts must be retained by the Buyer for 3 months from the claim and possibly should be directed to PODIA, at the buyer's expense, upon written request of PODIA.

If necessary, PODIA reserves the right to monitor both by it and by third parties that it will designate the validity of the buyer's claims.

PODIA is relieved of any responsibility in the following cases where:

–        Original parts are replaced with parts from another source;

–       The products are modified or transformed in any way by an unauthorized third party;

–        Failures are due to negligence, defective or inappropriate use of products;

–        Failures result from accidents, malice, fault or negligence, failure to comply with normal use and employment rules for products defined PODIA.

The warranty does not cover damages of the Purchaser due to an operation stop.

PODIA as soon as possible depending on availability execute repair works covered by this warranty.

PODIA provides no other express or implied warranty, particularly regarding the ability of products to meet the objectives that the Purchaser has set.

To invoke the benefit of the guarantee, the Buyer must notify PODIA without delay and in writing, non-compliances on the product and provide all justifications as for the reality of these nonconformities. In addition, it must give the Company PODIA every facility to proceed to the observation of such nonconformities and to remedy them.

PODIA no assurance that the conformity of its product compared to its specifications.

Any intervention requested by the Buyer not covered by this warranty is charged extra at the current rate. This warranty can be invoked by the first signatory Buyer of the order and only to the address on the order form or on any communicating document. Replacements parts and interventions carried out by the guarantee after-sales PODIA are subject to an initial estimate. Travel expenses and accommodation service technicians PODIA are borne by the Buyer.

18.    MAJOR FORCE

PODIA is released from its contractual obligations in case of force majeure. Are contractually assimilated to force majeure and will constitute grounds for termination or suspension PODIA obligations without recourse of the Buyer, force majeure accidents affecting production and storage PODIA, total or partial shutdown of supply, failure of the carrier, fire, flood, machine breakdown, total or partial strike, administrative decisions, the fact of third parties, war and any external event that would be likely to delay, prevent or make economically exorbitant execution PODIA commitments.

19.    ENTIRE AGREEMENT

If any provision of this Agreement is held invalid or unenforceable, it shall be deemed unwritten and does not invalidate the other provisions.

20.    RESPONSABILITIES

PODIA not liable for any indirect damage such as "loss of earnings" or "loss" origin or being a consequence of this agreement, or damage to persons or property separate from the contract.

PODIA is only responsible for the services provided by it, exclusively. It is not liable for any shortcomings of third parties.

21.   LIMITATION OF LIABILITY

Should the responsibility PODIA is successful, the parties expressly agree that any sums confused, the latter can not be required to pay an amount exceeding the price of the Product and actual benefits paid by the Buyer.

PODIA is provided for all the usual risks of its business and the usual level of the profession. It wishes to offer its customers the valid certificates and guarantee tables.

By express agreement is a substantial condition of the contract; the Buyer waives all claims of whatever nature superior to PODIA of benefit limits.

Except for the above guarantees, PODIA assumes no liability under these terms and conditions for any direct or indirect damages such as property damage, bodily injury, third party claims, loss of income ... and that even though ' he had been advised by the Buyer of the possibility of damages.

22.    SPECIAL CONDITIONS

These terms and conditions do not preclude the application of special conditions of sale.

23.    TOLERANCE

The possible non-exercise by PODIA of any of the rights granted to him by this agreement shall not constitute waiver of such rights.

24.    ENTIRE AGREEMENT

These terms associated with particular conditions represent the entirety of this contract.

25.    SUBSTITUTION CLAUSE

This Agreement supersedes any contract, mail and more generally any element that can engage the parties in respect of the subject matter here of.

26.    TRANSFER OF THE CONTRACT

Either party may not assign this contract without the prior written consent of the other party.

27.    OUTSOURCING

The Company may outsource the work under this contract by guaranteeing the compliance of the Buyer subcontracted services.

28.    AMENDMENT OF THE CONTRACT

Any changes to these terms shall be considered only after the signature of an addendum by both parties, which determines in particular the amendments to the general conditions of origin, as regards the financial part of the party technical or response times.

29.    UNPREDICTABILITY

The Company may require Customer amicable termination of the contract in case she would meet during the execution of the delivery, unforeseen difficulties, the solution of which would require the implementation of means out of proportion to the contract amount.

30.    SECURITIES

In case of difficulty of interpretation between any of the titles and the drafting of the relevant clause, the securities are declared non-existent.

If any of the terms of the contract is void, under a law in force rule or a final court decision, it is deemed unwritten but the other provisions shall retain all their force and scope.

32.    REFERENCES

The Buyer authorizes the Company to mention his name on a list of references that can distribute in any form whatsoever to its Customers and prospects.

33.    APPLICABLE LAW

This contract is subject to French law.

The parties declare their intention to seek, as a first step, an amicable solution to any problems that might arise concerning the application or interpretation of this Agreement.

However, if the dispute persists, jurisdiction is assigned to the Tribunal of Commerce headquarters PODIA, despite multiple defendants or warranty. This skill also applies for interim relief.

The parties elect domicile at their respective headquarters.

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Eric RENAUD
Bât les sitelles
13 rue de la perdrix
95926 Roissy
France



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