Terms and General Conditions of Sales

Scope of application

1. Cotherm‘s Sales conditions are applicable to all business transactions between Cotherm and its Buyers.

2. These conditions supersede any other general conditions unless Cotherm grants express written consent

3. Prices and information printed on Cotherm catalogues, leaflets, instructions, booklets, price lists and tariffs are given as a guide and are non-binding.

4. Cotherm‘s General Conditions of Sale shall be applicable even if not expressly mentioned.

Orders

5. To be valid, type, part number and quantity of products must be mentioned on the order.

6. The sending of an order to Cotherm signifies the Buyer’s approval of Cotherm Terms and Conditions of Sale regardless of those terms listed on the Buyer’s order forms.

7. The sending of an order confirmation to the Buyer means that Cotherm accepts the Buyer’s order. The Buyer is required to check the order confirmation and notify Cotherm within 3 days of any error or mistake. Otherwise Cotherm will produce and deliver the products according to the order confirmation.

8. The order confirmation indicates the Buyer’s approval of Cotherm Terms and Conditions of Sale, his acknowledgment of being aware of these conditions and his waiving of the Buyer’s own Terms and General Purchasing conditions, unless specifically agreed to in writing.

Prices

9. Only Cotherm’s written quotations are valid.

10. The period of validity is mentioned in the quotation. If not mentioned, the period of validity cannot exceed one month.

11. Cotherm invoices are drawn up with the prices specified on the order confirmations unless typing mistakes.

12. Prices and conditions are subject to change according to the cost variation of components and raw material.

Drawings and descriptions

13. Drawings, technical documents or other technical information received by the Buyer shall not, without the consent of Cotherm, be used for any other purpose than installation, commissioning, operation or maintenance of the Product. They may not, without the written consent of Cotherm otherwise be used or copied, reproduced, transmitted or communicated to a third party.

14. Cotherm shall, if so requested by the Buyer, provide free of charge information and drawings which are necessary to permit the Buyer to install, commission, operate and maintain the Product.

15. Once Cotherm and the Buyer agree with the technical specifications of the Product, Cotherm must send a copy of the drawing to the Buyer. The Buyer is required to notify his approval to Cotherm.

Delivery dates

16. Delivery dates are given as an indication based on supply, production and transport possibilities.

17. Delivery occurs at the agreed place mentioned in the order confirmation.

18. Cotherm reserves the right to organize partial shipments but must notify the Buyer.

19. Deliveries depend on availabilities and are organized in order. Delivery lead-times are given as precisely as possible but depend on supply and transport possibilities.

20. Late deliveries cannot give rise to penalties or damage and will not be accepted as grounds for withholding sums or cancellation of the order. Nevertheless, six full months after the announced delivery date, the sale can be cancelled upon request of either party if the goods have not been delivered for any reason other than cases of force majeure (see article 21). The Buyer can then receive reimbursement of a down payment.

21. “Force majeure” cases such as strike, lock out, natural disaster, war, fire, insurrection, defects or delays in deliveries by sub-contractors give the right to Cotherm to suspend performance of its obligations under the contract. Cotherm shall not be liable for the consequences of Force majeure.

22. Delivery will be made only if all the Buyer’s obligations to Cotherm have been settled.

Transport

23. Liabilities between both parties are established according to the incoterms in force at the finalization of the contract.

24. If no trade term is specifically agreed to, the delivery shall be Ex Works workshop (EXW) (ICC Incoterms 2000).

25. The Buyer is advised to inspect the merchandise upon delivery. Annotations shall be placed on all delivery receipts signed by the Buyer and reported to the carrier within two days upon delivery by registered letter with return receipt requested in the event of damages, loss, theft, etc. (Article 105 French Commercial Law)

26. Claims directly related to problems occurring during transport will not be taken into account after this delay, unless otherwise indicated through written approval.

Warranty

27. A two-year warranty shall apply to all Cotherm products, effective from the date of production. The Quality analysis issued by our Laboratory will determine if the warranty is applicable. If Cotherm confirms that a part is defective, the warranty is limited to its replacement. A credit note will be issued if no available parts are in stock and according to the price initially invoiced. Cotherm liability cannot be engaged when material is damaged due to handling errors.

28. Cotherm shall under no circumstances be held liable if it is not duly proved that the related Product has been installed and used in order to control the end-product for which it is dedicated.

29. No returned parts will be accepted unless written authorization has been given by Cotherm to the Buyer. Any return without this acceptance or without good reason will be kept at the Buyer’s disposal and no credit note will be issued. Return is also subject to the following conditions : products are undamaged, are returned in undamaged packaging and are not a sub-part of a product.

30. Cotherm liability as a middleman cannot be engaged for any possible reason

31. In the case that Cotherm is responsible for a mistake in the nature of the delivered goods and provided the Buyer has sent a claim within 14 days following the reception of the goods, Cotherm will immediately reclaim the goods. The Buyer must provide a description of the claimed fault in this notification. Cotherm will bear all charges and risks for the return of the goods. A credit note will be issued once the goods are received, inspected and evaluated by our Quality Control.

Terms of Payment / Past due invoices

32. Cotherm reserves the right to defer or terminate the special terms of payment granted to the Buyer in case of significant change in the criteria that have justified the grant of those terms, and for instance, deterioration of the Buyer’s financial situation, withdrawal of guarantees or unfair behaviour towards Cotherm.

33. Payment of invoices must be made to Cotherm’s head office according to the terms previously defined in the offer unless otherwise stated in the invoice.

34. One invoice is issued for each delivery and at the time the shipment is prepared.

35. Regardless of the means, payments shall not be deemed to be effective until Cotherm accounts have been fully and irrevocably credited. 36. If the Buyer fails to pay by the stipulated date, any outstanding balances due are to be paid immediately without requirement of prior notice. The outstanding deliveries will subsequently be suspended until such time that payment will be made by irrevocable and confirmed letter of credit or cash in advance.

RESERVE OF OWNERSHIP CLAUSE

37. ALL GOODS SUPPLIED BY COTHERM SHALL BELONG TO COTHERM UNTIL PAYMENT IS RECEIVED IN FULL FOR ALL AMOUNTS OWING TO COTHERM BY THE BUYER. IF THE BUYER FAILS TO PAY FOR THE GOODS ON THE DUE DATE COTHERM MAY FOR THE PURPOSE OF RECOVERY OF THE GOODS ENTER UPON ANY PREMISES OR LAND WHERE THE GOODS ARE STORED. IF THE GOODS ARE LOST OR DAMAGED AFTER DELIVERY TO THE BUYER, THE RISK SHALL BE WITH THE BUYER AND COTHERM SHALL BE ENTITLED TO PAYMENT IN FULL FOR THE GOODS.

General

38. The incidental invalidity of one or more provisions of these Terms and Conditions does not affect the validity of the contract as a whole, except in the case where such invalid provision was an essential condition for a party to contract.

Debts

39. In the event of the Buyer’s default in payment, Cotherm reserves the right to charge an interest on the outstanding payment equal to 1.5 times the legal interest rate, beginning the first day after the due date.

40. In no circumstances are payments to be postponed or compensated unless otherwise agreed by Cotherm in written form. Any partial payment will first be applied to the non-privileged debt and then to the older past due amounts

Disputes – juridiction

41. This Agreement is governed exclusively by the laws and regulations in effect in France, and more specifically the Vienna Convention dated April 11, 1980 related to the International Sale of Goods. In case of discrepancy between these Terms and Conditions and the Vienna Convention, these Terms and Conditions shall prevail.

42. All disputes which may arise will be resolved through arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce in Grenoble (for Cotherm Head office) or governed by the substantive law of France

Use of the Cotherm trade mark and products

43. Any use by the Buyer of the Cotherm trade mark of products for commercial or advertising purposes is forbidden except where expressly agreed in writing by Cotherm.

Language

44. These Terms and Conditions are drafted in both English and French. In case of discrepancy between the two versions, the French version shall prevail over the English version.