General Terms and Conditions - Engineering Services - 29.08.2019

Clause No. 1: Subject matter
The general terms and conditions of sale described below detail the rights and obligations of CADFEM France SAS and its client in the context of engineering and design services.
Any service provided by CADFEM France SAS therefore implies the buyer's unreserved acceptance of these general terms and conditions of sale.

Clause No. 2: Price
The prices of the services sold are those in force on the day the order is placed. They are denominated in Euro and calculated excluding taxes. Consequently, they will be increased by the VAT rate applicable on the day of the order.
CADFEM France SAS grants itself the right to modify its prices at any time. However, it undertakes to invoice its services at the prices indicated when the estimates are drawn up, within the limits of known factors. Any unidentified expenses related to the project, such as travel, accommodation or other expenses may be invoiced in addition.

Clause No. 3: Discount
No discount will be granted in the event of early payment.

Clause No. 4: Payment terms
Orders are paid by SEPA transfer to the company's account in Euro only.
The balance to be paid within a maximum of 30 days from the date of issue of the invoice associated with the service performed. The issuance of the invoice is associated with the delivery of the results in the form agreed in the quotation.

Clause No. 5: Late payment
In the event of non-payment in whole or in part of the services provided by the agreed deliverables, delivered on the day of receipt, the buyer must pay CADFEM France SAS a late payment penalty equal to three times the legal interest rate.
The legal interest rate used is that in force on the day of delivery of the goods.
As from 1 January 2015, the legal interest rate will be revised every 6 months (Ordinance No. 2014-947 of 20 August 2014). 
This penalty is calculated on the amount including VAT of the amount still due, and runs from the due date of the price without any prior formal notice being necessary.
In addition to the late payment compensation, any sum, including the deposit, not paid on its due date shall automatically give rise to the payment of a fixed compensation of 40 euros due for recovery costs.
Articles 441-6, I paragraph 12 and D. 441-5 of the French Commercial Code.

Clause No. 6: Resolutive clause
If, within fifteen days following the implementation of the "Late Payment" clause, the buyer has not paid the outstanding amounts, the sale shall be automatically cancelled and may give rise to the right to an award of damages in favour of CADFEM France SAS.

Clause No. 7: Retention of title clause
CADFEM France SAS retains ownership of the results of the studies and all other associated deliverables sold until full payment of the price, in principal and accessories.
The work carried out by CADFEM France SAS with its customers becomes the property of its customers after full payment of the invoice. CADFEM France SAS undertakes to:

• Do not use this information for the benefit of another entity.
• Do not submit a patent.
• Do not claim any intellectual or industrial property rights on this information.

However, CADFEM France SAS reserves the right to make reference to studies carried out for sales, advertising or technical purposes while respecting its obligations of confidentiality.

Clause No. 8: Responsibilities
CADFEM France SAS shall not be liable to the client or any third party for any indirect damage, regardless of the nature of the said damage and regardless of whether or not it has been notified of the possible occurrence of such damage.
Such exclusion of liability includes, but is not limited to, loss of profits, loss of income, loss of anticipated savings, customers, business opportunities, production and/or labour, loss or corruption of software data or database configuration. 
CADFEM France SAS cannot be held responsible for the use of the deliverables by the customer or any third party.
The total amount of any compensation due by CADFEM France SAS to the client under the contract may not exceed the total amount due and actually paid by the client to CADFEM France SAS in connection with the performance of the contract, regardless of the nature or cause of its liability.

Clause No. 9: Force majeure
CADFEM France SAS may not be held liable if the non-execution or delay in the execution of one of its obligations described in these general terms and conditions of sale results from a case of force majeure. As such, force majeure refers to any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.

Clause No. 10: Competent court
Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law.
If no amicable resolution is reached, the dispute will be brought before the Lyon Commercial Court.

Lyon, 29 August 2019