TRAD - General Terms and Conditions of Sale

1 Introduction

This document presents the General Terms and Conditions of Sale for TRAD Sarl. The customer hereby acknowledges that it has examined the applicable general terms and conditions of sale.

2 Terms

“GTCS”: General Terms and Conditions of Sale
“PTF”: Technical and Financial Proposal
“Products”: defines all products and/or services delivered by TRAD (Tests, Test Bench, Software, radiation analysis report)
“Vendor”: TRAD
“Buyer”: Any company/entity who purchases TRAD’s Products

3 Basis of the sale

3.1 The GTCS are applicable to all business deals - Proposal, Quotation, Orders accepted by the Buyer, and/or services carried out by the Vendor.
3.2 These GTCS are always applicable except in the case where other conditions are provided by the Buyer and accepted by the Vendor by way of a written response (mail/fax/letter).
3.3 Failure by the Vendor to take action regarding any breach by the Buyer of his obligations will not mean that the Buyer no longer has to perform the obligation in question, nor shall it affect the Vendors right to take action regarding that breach in the future.
3.4 The Vendor shall sell and the Buyer shall purchase the “Products” in accordance with the Vendor’s written quotation (PTF). This PTF shall list and describe the work to be performed.
3.5 The price quotation sent to the Buyer is directly linked to the work/tasks described in the PTF. Should the Buyer wish to change the work/tasks
described in the PTF, then an amendment should be submitted, as it could affect the price quotation and the work/tasks described in the PTF. This
updated PTF shall be validated by the Vendor and accepted by the Buyer before work begins.

4 Price and Invoice

4.1 The price is indicated in the PTF and the global price appears on the purchase order and the invoice.
4.2 The price is a firm fixed one exclusive of any applicable value added tax. All other taxes, fees, export document preparation, banking charges, duties,etc. are the responsibility of the Buyer. The Buyer must provide his tax exemption certificate, if applicable. Price quotations are based on Buyer’s complete and unconditional acceptance of Vendor’s GTCS in effect at the time of the quotation.
4.3 The Vendor reserves the right to increase the price of the “Products” at any time before delivery, by giving prior Written notice to the Buyer: in the case of an increase in the cost to the Vendor due to any factor beyond the control of the Vendor (such as increase of the beam price, an extra request of the Buyer, amendment, etc.).

5 Validity

5.1 The T0 (first effective work day on the “Products”) is determined by the acceptance of the PTF by the Buyer and by the reception of payment by the Vendor.
5.2 All prices quoted are valid for 3 months only or as soon as accepted by the Buyer, whereafter they may be altered by the Vendor who will notify the Buyer at the time of the order.
5.3 The time limit for the Vendor to send the “Products” to the Buyer is defined in the PTF. If an extra delay is needed to finish the work, then the Buyer will be informed by email or phone. The “Products” may be delivered by the Vendor in advance of the quoted delivery date on giving reasonable notice to the Buyer (only if it is possible and if the Vendor accepts this request).

6 Payment

6.1 All invoices are payable by bank transfer. Only the date stated on the invoice is authentic.
6.2 In any case, the payments owed to the Vendor will not be suspended or be subject to any reduction or compensation without invoice or agreement of the Vendor.
6.3 All payments are due no later than 30 working days after the date of Vendor's invoice. Payments received more than 30 working days after the date of invoice are subject to the application of late payment penalties.
6.4 Delay in payment leads to the application of late payment penalties as follows:
P = (V x R) / 1000
Where:
P = amount of penalties
V = total amount of the order
R = number of calendar day’s delay starting from the due date specified in the invoice.

7 Warranty

7.1 The warranty conditions of “Products” are defined for each “Product” type. Regarding software, the warranty is explicitly mentioned in the End User License Contract.
7.2 Regarding entrusted goods, these are guaranteed via the Vendor’s insurance up to 90 000.00 €.

8 Juridiction

8.1 In case of litigation, or eventual differences, both Parties will make efforts to reach an amicable settlement. In the case of a continued disagreement, the litigation will be submitted to the competent court in Toulouse (France).

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