Terms and Conditions of Sale

THE TERMS AND CONDITIONS OF SALE APPLY ON THE WEBSITE: WWW.ANEOLIA.SHOP.COM

Contents

1. General

These general terms and conditions of sale and services apply to professional customers only.

Unless there is a special written agreement between SOCIETE ANEOLIA SARL, hereinafter referred to as the Seller, and the Customer, any order automatically implies the Customer’s acceptance of these general terms and conditions of sale and services, notwithstanding any stipulation to the contrary appearing in the Customer’s documentation on its order form. In accordance with Article L441-6 of the French Commercial Code, amended by Law n°2016-1691 of 9 December 2016, “The general terms and conditions of sale constitute the sole basis for commercial negotiations”.

The studies, projects and, more generally, any document or supply that ANEOLIA SARL delivers or sends to its customers shall remain its property until full payment of the sums due, including the penalties and interest for late payment mentioned in article 13 below. Consequently, they may not be communicated, transferred or performed without the express authorisation of the Seller. For information purposes and to facilitate reading for non-French speakers, these General Conditions may be translated into another language, but only the French version is authentic under European and international law.

2. Orders

Orders sent by post, e-mail or via the brand’s website shall be executed exclusively. In order to be admissible, an order reference number must be communicated by the Client regardless of the method of placing the order. An acknowledgement of receipt of the order including the general terms and conditions, the special terms and conditions and the delivery times shall be sent by the Seller to the Customer. In the case of commercial transactions between professionals, the absence of observations or specific requests received within 24 hours of the acknowledgement of receipt of the order shall constitute an irrevocable commitment on the part of the Customer and unreserved acceptance of the general conditions of sale. In view of the Seller’s policy of guaranteeing the Customer the utmost diligence in the execution of his orders, any modification or cancellation of an order received after the acknowledgement of receipt of the order has been sent, may only be made with the express agreement of the Seller. Unless otherwise agreed, the cancellation or modification of the order will result in the invoicing of handling or restocking charges of 5% of the amount of the initial order issued. Deliveries are made by the carrier chosen by the Seller unless otherwise agreed by the Customer who, at his own expense and responsibility, shall communicate the details to the Seller when placing the order.

3. Prices

The period of validity of the commercial offers is indicated on the commercial offers, on our general tariffs, or on the commercial site. Prices are exclusive of tax, ex works. In the context of international price instability and the risk of shortages of electronic materials and components, and unless there are significant fluctuations in the parity between the Euro and the currency of the country of origin of the products ordered or variations in import taxes and purchase costs, offers and their prices are stipulated for a maximum of 30 days from the date of issue.

4. Travelling expenses – Unilateral calendar change

The price of maintenance operations or repairs carried out on site at the Customer’s request will be increased by travel costs based on the scale published in the official tax bulletin for vehicles with 5hp of taxable power, i.e. 0.603€/km for the year 2022, unless the scale is adjusted again or any other scale is substituted, including in addition any other cost borne by the service provider directly linked to the travel and its conditions.

In the event of a change by the Customer, without the prior agreement of the Vendor, to a date of intervention, an increase in the price of the service will be applied. Any discount granted beforehand will also be cancelled. For on-site interventions, travel expenses will be invoiced at actual cost. This increase in travel costs shall not be less than 30% of the initial amount planned and shall be adapted to the actual costs generated by the change in the organisation of the technical service and its resources.

5. Delivery times

The delivery time indicated corresponds to the standards of the profession. Despite the Seller’s best efforts to comply with this time limit, the Seller shall not be held responsible for any delay in the following cases: force majeure, fortuitous events beyond its control (strikes, etc.), non-compliance by the Customer with the payment terms. Thus, any invoice due by the Buyer that has not been paid in full, including legal penalties for late payment, upon receipt of the new order, shall result in the suspension of deliveries or services related to the contracts in force until full payment.

6. Returns – repair of equipment in workshops – immobilisation

The costs of returns are to be borne by the Customer, whatever the cause.

Upon receipt of equipment sent for repair in the workshop, the Seller will send the Customer a proposal for repair work or a calibration service after an expert assessment. In the absence of confirmation of a repair agreement within the period of validity of the offer, an immobilisation indemnity of €100 per month exclusive of tax will be invoiced, any month started being due. In the event of non-repair or destruction, the Customer will be invoiced for an expert opinion on the basis of the hourly rate for labour/qualified technician, excluding any specific discount or special agreement with the Seller. The cost of returning unrepaired equipment will be charged to the Customer.

7. Terms of payment for sales – France

7.1. General

It is expressly stipulated that payment for any service or supply may only be made by the following means

– Bank transfer to the ANEOLIA SARL account opened with the CIC Paris Raspail bank IBAN FR76 3006 6106 2100 0203 1920 134 / BIC CMCIFRPP

– Bank card (Visa, MC, AmEx)

Payments by commercial paper or bank cheque are not accepted.

7.2. Payment term

Pursuant to the provisions of the French Commercial Code in its article L441-6 modified by Law n°2016-1691 of 9 December 2016, and in the absence of specific derogatory provisions, the payment terms by operation of law for services and supplies provided by the Seller are 30 days net from the date of the invoice. Within the limits of the aforementioned provisions of the Commercial Code, the 30-day period mentioned in the above paragraph may be waived only by agreement signed between the Seller and the Customer.

In any event, offenders, whether the Seller or the Customer, in addition to a tax adjustment, are liable to fines of up to 2 million Euros, notably for failing to provide third parties with the information required by Law No. 2008-776 of 4 August 2008, as amended, known as the LME Law. Anéolia pays VAT on debits.

7.3. Retention of title clause

All goods sold shall remain the property of ANEOLIA SARL until full payment of the price and accessories.

The Customer is authorised, subject to compliance with the declaration procedures provided for by the Community rules for dual-use equipment for measuring devices, to resell the goods delivered within the normal operation of its establishment, but it may not pledge them or transfer ownership of them as a guarantee. In the event of resale, the Customer undertakes to pay the Seller immediately the part of the price still due. The authorisation to resell is automatically withdrawn in the event of receivership or judicial liquidation.

7.4. Deadlines applicable to legal entities under public law – Decrees n°2013-269 & n°2016-360 of 20/03/2016

The payment period applicable to the services of the State and its establishments other than those of an industrial and commercial nature, with the exception of public health establishments and armed forces health services, is 30 days and 50 days for the latter.

The rate applicable to interest on arrears is the ECB’s key rate plus 8 points, i.e., by way of example, 8% (0.022%/d), as at 1 September 2017. In addition to the interest on arrears, a fixed compensation for collection costs shall be charged, which shall not preclude the specific case of exceptional collection costs. This interest and the fixed compensation for collection costs are payable by the defaulting debtor without the need for a reminder.

Furthermore, in the context of rising prices of certain raw materials, pursuant to circular no. 6338/SG of 30 March 2022 of the Prime Minister relating to the execution of public order contracts, the Administrations are exposed in the event of manoeuvres compromising the continuation of the execution of the contracts to compensation for the benefit of the co-contracting company, pursuant to the principle of unforeseeability specific to administrative contracts.

8. Special conditions for export sales

8.1. Quotation – Invoicing – Formalities – Incoterms

Anéolia formulates its offers EXW (Ex Works – Incoterms® 2010).

By exception, the other Incoterms® 2010 that can be included in the offer are CIP (Carriage Insurance Paid To – Incoterms® 2010) and DAP (Delivered At Place – Incoterms® 2010). In these cases, any formality that the buyer/importer intends to have carried out by the seller Anéolia will be invoiced to him and no delivery can be ensured before full payment in principal and accessories of the amount requested.

8.2. Terms of payment for export sales

Export sales are payable in advance, at the time of order, by bank transfer or credit card to the exclusion of any other method. The prior payment of the costs incurred by the performance of the particular operations referred to in 9-1 above shall be a condition for the dispatch of orders. The direct debit account is: CIC Paris Raspail IBAN FR76 3006 6106 2100 0203 1920 134 / BIC CMCIFRPP

Commercial bills are not accepted. All costs, in particular bank costs, incurred by payment by bank transfer, shall be borne by the Customer, in particular the costs of issuing the transfer. In addition, in the event of payment by cheque, by way of an exceptional dispensation approved by Anéolia, the product may only be dispatched once the cheque has been cashed and the period of opposition has expired.

9. Terms of payment for sales – Electronic merchant site

The Seller reserves the right to offer for sale items exclusively available on the electronic merchant portal of its brands. This offer is exclusively reserved for registered professionals with an intra-community VAT number.

Only credit card payments via the site’s secure payment system are authorised for ordering the items offered.

10. Dematerialised invoicing

The dematerialised transmission of invoices, or any other specific procedure requested by the Customer, shall not have the effect of transferring responsibility for non-payment to the Seller, regardless of the Customer’s specific internal rules. Any penalty shall remain due from the due date stated on the invoice. If the Customer does not provide the reference of the invoice or the document that allowed the payment, at the time of its payment, the debt, which cannot be affected, cannot be considered as paid.

11. Short-term rental conditions and loan of equipment

In the event of damage due to improper use of a loan or short-term rental device, either weekly or monthly and less than one year, (shocks, vandalism, pollution of the pneumatic circuit without respecting the instructions for use, etc.), the repairs will be invoiced to the Client. The deposit cheque required for rental or loan will be cashed and the remaining balance will give rise to a credit note or additional invoicing. The loan or short-term rental equipment is delivered with accessories, including but not limited to: sampling kit, case, external power supply, etc. Any accessory not returned will be invoiced at the public price in force at the time of the rental order or the loan delivery note. In the event of non-return of the equipment within the time limit specified at the time of the offer, the Client may be invoiced a weekly rental fee, with any week started being due.

12. Complaints

The Customer is required to check the packages upon delivery in order to notify the carrier of any reservations in the event of material damage. The Customer is required to notify Anéolia and the carrier within 48 hours of receiving the deliveries of any damage noted. If the Customer fails to report the damage within the required timeframe, he/she will be liable for the repair of the damage caused to the equipment at the price of their replacement value. Any return of products may only be made with the express agreement of the Seller and at the expense of the Customer.

13. Incident of payment – Penalties

Only payments by cheque, bank transfer or credit card, made out to Anéolia, are authorised.

Any payment sent by any other means, without the Vendor’s express prior agreement, will be considered as a payment incident.

Any delay in payment of the sums due to the Seller shall entail, even without notice, the suspension of all deliveries and services until full payment of the unpaid sums, to which shall be added by operation of law the fixed indemnity for collection costs set by Decree n°2012-1115 of 2 October 2012 and default interest at the annual rate of the ECB, increased by ten (10) points, i.e., by way of example as of 1 September 2017: 10% (0.027%/day), as well as any additional collection costs incurred by the Seller.

Any delay in payment of more than eight clear days or failure to comply with the payment conditions set out in these general terms and conditions of sale shall be deemed to constitute an incident resulting in the withdrawal of all provisions benefiting the Customer under the terms hereof and the special conditions.

In this respect, subsequent orders sent by the Customer must be paid on receipt of a pro forma invoice sent to the Customer by the Seller as soon as possible. For the purpose of proper application of the legal and regulatory rules in force, any payment shall be assigned priority to outstanding penalties, if any.

In addition, late payment penalties for non-payment of invoices are due by operation of law, without reminder and without having to be indicated in the general conditions of the contracts.

14. Guarantees

All new equipment sold is guaranteed for 2 years from the date of dispatch mentioned on the Delivery Note issued by ANEOLIA and repaired in ANEOLIA’s workshops, except for components with a limited lifespan, the list of which is given in the user manual of the equipment concerned, such as electrochemical sensors. This guarantee applies if the installation and use of the product are in accordance with its use and purpose as well as with ANEOLIA’s specifications. The warranty is limited to the replacement of the defective product, if necessary, or, if the Customer chooses this option, to the issue of a credit note representing the amount (excluding VAT) of the purchase price of the product in question. Repairs carried out by the after-sales service shall be covered by a parts and labour warranty for three months from the date of dispatch mentioned on the Delivery Note issued by ANEOLIA, or by an extension of the warranty for the same duration for repairs carried out before the end of the warranty period in force.

15. Termination

In the event of a serious breach by one of the parties of one of its obligations, the other party may terminate the contract by operation of law, fifteen days after formal notice has been given by registered letter with acknowledgement of receipt which has remained without effect. In all cases, the Customer undertakes to pay ANEOLIA the sums it owes.

16. Contracts, legal compliance

If any of the provisions of the contracts in force, or part of them, are found to be invalid with regard to a legal or regulatory provision, they shall be deemed not to have been written, but this shall not invalidate the contract or the clause partially concerned. In the event of a new legal or regulatory provision coming into force during the performance of the contract, which requires compliance, the parties shall meet to examine the methods for adapting their mutual commitment.

17. Resale

In the event of resale of the equipment delivered to it by ANEOLIA, to a final destination outside mainland France, the Customer shall comply with the information obligations stipulated in Council Regulation EC 821/2021 dated 20/5/2021.

18. Return of manufactured equipment

Equipment manufactured by Anéolia that has reached the end of its life may be sent to the company, which will recycle or destroy it without compensation or charge to the Client.

19. Dispute

The law applicable in the event of a dispute is that of French legislation and the competent jurisdiction is, in application of article 489 NCPC and except in the case of attribution of public order jurisdiction or rules of territorial jurisdiction, that of the Commercial Court of the jurisdiction of the registered office of Anéolia, whatever the conditions of sale or services and the method of payment stipulated, even in the case of an appeal in warranty or multiple defendants.

Last update date: 1 September 2022.