Terms and Conditions of Sale

1. General

The following Standard Terms and Conditions apply to all sales equipment (“the goods”) or services provided by INDATECH, and may not be varied except as specifically agreed by INDATECH in writing.

Any terms or conditions stipulated by Costumer are excluded and will be treated as inapplicable.

No additions to or modifications of any of the provisions upon the lace or reverse of this from shall be binding upon INDATECH unless made in writing and signed by a duly authorized representative of INDATECH.

2. Quotations and order acknowledgements

1 – Orders and quotation are not binding on INDATECH and are subject to change until formally accepted in writing by a duly authorized representative of INDATECH. An order must be accompanied by sufficient information to enable INDATECH to proceed. Customer can only cancel orders if INDATECH agrees in writing and after payment of relevant cancellation charges.

2 – Unless otherwise stated, a quotation remains open for a period of thirty (30) days from the date of issue.

3 – Documentation such as Software Listings, detailed Drawings and other documentation not distributed may only be provided by INDATECH on the condition that receiver of such documentation sign a Confidentiality Agreement.

4 – Clerical errors and mistakes of facts are subject to correction by INDATECH at any time.

3. Illustrations

1 – All drawings, specifications and particulars of weights and dimensions are approximate only.
The descriptions and illustrations contained in the brochures, catalogues and price lists and other INDATECH advertising matter are intended to convey an overall view of the goods described therein and do not form part of the contract.
Every effort will be made to ensure that the goods conform to the published specifications, but INDATECH reserves the right to incorporate any improvements or additional features not strictly in accordance with the specification prevailing prior to contract.

2 – All manuals, circuit diagrams, texts, etc. supplied with the goods or in connection with the contract are copyright and may not be produced in whole or in part nor lent or given to third parties without the prior written consent of INDATECH.

3 – All software and associated texts supplied by INDATECH are copyright and the contents thereof may not be divulged to persons other than those to whom they are supplied, without the prior written consent of INDATECH.

4. Delivery

1 – The delivery period begins with the date of Acknowledgement of order or, if later, on receipt of the agreed prepayment, but not before Customer has fulfilled agreed duties incumbent on him such as supply of the required documents, clearances, building plans, installation plans, etc… to INDATECH.

2 – INDATECH shall not be liable for delivery delayed due to force majeure as defined in Paragraph XII below.

3 – A change order on request of Customer after the original order was accepted by INDATECH shall be subject to reacceptance.
The originally quoted delivery time may no longer be applicable. Should INDATECH decline acceptance of the change order, the original order remains binding.

4 – Cancellation of an order due to reasonable delay of delivery is excluded. Any right of Customer for claims or compensation for damage or loss of any kind whatsoever due to delay of delivery are excluded.

5 – Alterations or modifications to the goods, technical specifications required by Customer and notified to INDATECH subsequent to acknowledgement of order may be incorporated in the goods subject to reasonable extension of the delivery period.

6 – INDATECH is entitled to effect part deliveries.

7 – The delivery period is deemed to be observed if the goods have left INDATECH’ premises before expiry of the delivery period or if INDATECH has advised Customer before expiry of the delivery period that the goods are ready for dispatch.

5. Prices

1 – Except where otherwise expressly indicated in INDATECH’ acknowledgement of Order, all prices are ex works and exclusive of Value Added Tax.

2 – Prices charged will be those prices in force at the date of dispatch.
INDATECH reserves the right to increase the quoted price to cover increases in the costs of transport, labor, materials or any costs whatsoever of production or execution of the contract arising between the time of quotation and the time of delivery.

3 – An order covering several independent functional units may be delivered and invoiced in part on a per functional unit basis and payment thereof shall be due for such unit upon presentation of invoice.

6. Taxes and duties/ Import and export licenses

1 – Customer is liable for all taxes and duties levied on the goods to be purchased which should be calculated at the rate pertaining to those goods on the date of the invoice or importation.

2 – Customer is responsible for obtaining all import licenses and indemnifies INDATECH for losses incurred in respect of goods shipped without valid import licenses.
Delivery is subject to the granting of all necessary export licenses. INDATECH accepts no liability arising from any delay in obtaining these licenses.

7. Payment

1 – lThe following payment terms apply:

• 30% payment in advance with order
• 70% payment on delivery net thirty (30) days from invoice date

No settlement discount is allowed.

2 – If delivery of parts or system is delayed by request of Customer, then the amount due upon delivery will be considered payable on the quoted delivery date.

3 –Failure to make a payment on its due date or within the period provided in the standard terms of sale shall lead to penalty charges at the rate of two times the legal interest rate, plus collection fees (article 3 of the act of 1992).
Despite the formal and irrevocable agreement relating to this provision by the parties, it shall however require prior notice.

4 – Any postponement of a due date by the vendor shall not lead to any substation of debt.

5 – Where bank guarantees are required when an instalment is paid, the resulting costs shall be borne by the purchaser.

6 – Payment shall be made in the currency indicated in the order confirmation. All currency exchange costs will be paid by the customer.

7 – Customer shall not refuse, reduce or delay payment because of counterclaims against product performance unless expressly agreed in writing and signed by a duly authorized representative of INDATECH.

8 – On INDATECH’ request Customer must provide payment guarantees in the form of irrevocable letters of credit opened and confirmed by a major European bank.

8. Transfer of title

1 – The goods shall remain the property of INDATECH until the contract price has been paid in full to INDATECH.
If Customer resells the goods, then all rights, title and interest Customer has against his client on the basis of the said resale shall be considered as assigned by Customer to INDATECH until the contract prices have been paid in full to INDATECH.

2 – Subsequent to delivery Customer shall be responsible for and shall indemnify INDATECH against all loss of or damage to the goods from whatsoever cause.

3 – In the case of a breach of the contract by Customer, in particular delay in payment, INDATECH is, after prior written demand, entitled to repossess the goods and Customers is obligated to return the goods.
Claiming retention of title or seizure of the goods by INDATECH is not deemed to be a rescission of Contract.

4 – INDATECH shall retain copyright, trademark, patent and proprietary rights in all drawings, technical information and intellectual property.
Customer agrees not to disclose to any third party any information gained from INDATECH without INDATECH’ prior written consent.

In the event Customer breaches any of the conditions set forth herein, in addition to any other remedy INDATECH may have, INDATECH may discontinue all services to the Customer and all guarantees and warranties shall be terminated without notice.

5 – Transfer of risk:
The risks relating to the goods shall be transferred to the purchaser from the time the goods are delivered, including if the title to the goods is retained by the vendor. The purchaser shall bear the cost of remedying any partial loss of the goods. Further, the purchaser shall pay the cost of the goods in the event of any disappearance (accident, theft, etc…). The purchaser shall take insurance on “behalf of the owner” to cover the risks from the time the goods are delivered.

9. Acceptance and inspection on arrival of goods

1 – Customer shall inspect the goods immediately upon delivery and forthwith inform INDATECH and the carriers in writing of any missing goods and of all damages suffered by the goods during transit to the place of delivery. Except in the case of subparagraph 2, Customer shall within ten (10) days of delivery verify that the goods are functioning properly. On expiry of this period, the goods will be deemed to have been accepted.

2 – In the case that INDATECH has to install and assemble the goods, the performance of the goods after delivery will be verified by INDATECH and an acceptance report presented to Customer.

10. Installation

It is the responsibility of Customer and at his own expense to prepare the site according to proper environmental requirements and to provide all the services requisite or necessary to enable such an installation to be effected as expeditiously as practicable including, but not restricted to power, water, drain, air, bottled gases, permits, licenses and approvals.

Customer must also provide at his own expense whatever is required, including labor to uncrate and move the goods into their final position.

Failure to so prepare and provide may result in a service charge by INDATECH to cover lost time on the part of its service engineers.

Customer shall advise INDATECH within thirty (30) days of written acceptance by INDATECH of the purchase order of details of all safety, building and electrical codes which must be complied with relevant to the installation of the goods.

Any additional costs to INDATECH of complying with the requirements of such codes shall be added to the Contract Prices and paid for by Customer. If any certificates or other approvals by governmental and/or other authorities are required for the installation, the same shall be procured by Customer without delay and at his own expense.

11. Warranty

1 – INDATECH guarantees that the goods are free from material and manufacturing defects at the time of the passing of the risk (see paragraph XI above).

2 – The warranty period will run for twelve (12) months beginning at the moment when the risk passes to customer (see paragraph XI above).
If an acceptance is agreed upon, the warranty period starts with the commencement of the acceptance protocol (see paragraph IX.2 above. However, the guarantee period ends in any event 18 months after the passing of the risk to Customer (see paragraph XI above).

3 – In the case of subsequently delivered part units, spare parts and subsequent improvements, the warranty period ends with the termination of the original warranty period according to subparagraph 2 above.

4 – INDATECH’ warranty provides for the repair or replacement of defective items without charge where such defects results from a material or manufacturing defect.
Defective goods requiring warranty repair shall be returned carriage paid and at Customer’s risk to INDATECH’ service centre.
Where Customer requires repair work to be carried out at his premises, travelling costs will be charged.

5 – In the case of goods requiring installation and assembly, no charges will be made in respect of service engineer’s travelling costs during the warranty period, provided the defect(s) inhibit the main functioning of the goods. Where technical considerations dictate, INDATECH may demand that defective units or accessories be returned to INDATECH’ service centre for repair. In such case, Customer is not responsible for costs of transport, provided the method of transportation has INDATECH’ approval.

6 – During the warranty period, INDATECH’ warranty liability lapses should Customer be in breach of payment conditions. The same applies when repairs or modifications to the goods are carried out by persons not previously authorized by INDATECH to carry out such repairs or modifications.

7 – The limit of INDATECH’ liability is the repair of the goods. INDATECH is not liable in any way for losses or costs incurred consequent upon
goods malfunctioning.

8 – The following are expressly not covered under warrant:
Any loss, damage, and/or instrument malfunction relating in any way to:

• shipping or storage;
• accident, abuse;
• alteration misuse, or neglect;
• breakage or abuse of parts;
• operation other than in accordance with correct operating procedures;
• tampering with the system (e.g. modification or tampering with one part of the instrument);
• lack of routine care and maintenance, such as lubrication and cleaning as indicated in the instruction manual;
• inadequate utility service, failure of electrical or other energy supplies, incorrect physical environment or other inadequate facilities or utilities as indicated in the instruction manual and/or pre-installation instructions;
• chemical action or contamination.

12. Force majeure

Without prejudice to any other terms, thereof, INDATECH shall not be liable for failure to fulfil its obligations under the Contract if the carrying out of any obligation is hindered or prevented by any event or circumstance which is beyond INDATECH’ reasonable control including, but not limited to, Acts of God, fire, theft, riot, war, embargo, strikes, civil disobedience, lockouts, shortages of labor, delays in delivery of materials by suppliers, prohibition of import or export, confiscation, failure or breakdown of plant, transport or equipment. INDATECH agrees to make and Costumer agrees to accept delivery whenever such causes of delay have been remedied.

13. Liability

1 – INDATECH expressly disclaims responsibility for loss or damage caused by use of its goods other than in accordance with proper operating procedures.

2 – To extent that such exclusions are in compliance with the Law, INDATECH shall in no event be liable for incidental, consequential or resulting loss or damage of any kind, howsoever caused. To the extent that such exclusion is in compliance with the Law, INDATECH’ liability for damages shall not exceed the payment, if any received by INDATECH for the product or service furnished as the case may be which is the subject to claim or dispute. The same applies to any claims of Customer for damages arising from delay or non-performance, from positive violation of duties during contract negotiations or tortuous acts.

3 – In a case where a new development is included in an order or the execution of an order depends upon successful completion of a new development, INDATECH reserves the right to cancel such order without incurring any obligation to Customer if such development cannot be completed successfully at INDATECH’ discretion.

If the order is for the development of a single unit, the foregoing shall apply and INDATECH reserves the right to cancel that part of the order which covers only the unit for which successful development appears to be necessary.

14. Severability clause/ legal construction

1 – Should individual items of the contract and/or of the present General Terms and Conditions be found to be invalid, the remaining parts of the contract and/or of the General Terms and Condition shall be valid and legally binding.
In case of an invalid stipulation or agreement the parties to the contract shall agree upon a stipulation which comes as close as possible to the business intentions of the contract.

2 – These Terms and Conditions and all contracts shall in all respects be construed and operate as a contract made in France and shall be governed by the French Laws. The application of the Haag Convention on International Sales shall be excluded.

3 – Customary trade terms shall be defined by the appropriate incoterms.

4 – Place of performance and jurisdiction for both parties shall be in Montpellier, France.