General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE OF DICKSON CONSTANT SAS TO THE SHARE CAPITAL OF 12.640.000 € N ° 381 347 970 RCS LILLE METROPOLE VERSION APPLICABLE FEBRUARY 2018

Preamble:

Dickson Constant (hereinafter Dickson Constant) is committed to respecting the ethical principles and values contained in the Glen Raven Group Code of Conduct, its parent company and available on its website at the address: https://www.glenraven.com/en_us/code-of-conduct.

Dickson Constant pays particular attention to the following fundamental principles and rights, which it undertakes to respect and ensure its suppliers respect.

not to employ children, to use any other form of forced or compulsory labor in accordance with the principles of the International Labor Organization and to respect the rules on clandestine labor and the illicit hiring of labor;

to ensure that there are no forms of discrimination within the company or with regard to third parties;

to provide all employees with working conditions that respect health and safety in the workplace;

not to engage in any form of corruption, even passive. In case of suspicion of fraudulent acts, proven corruption or similar, you can contact the Dickson Constant’s Ethic Officer using the contact information given on our website : dickson-ethic@laposte.net

to comply with environmental protection regulations and reduce its impact on the environment.

 

Article 1 - Object and scope

Sales by Dickson Constant are subject to these general conditions of sale that prevail over any document belonging to the buyer and in particular over any conditions of purchase that may appear on orders or other documents of the buyer that would be in contradiction with these general conditions of sale, except as formally and expressly waived by Dickson Constant.

Placement of an order implies unreserved acceptance by the buyer and its full and entire acceptance of these general conditions of sale, unless special conditions have been granted in writing by Dickson Constant to the buyer, prior to the order. The buyer declares and certifies that it has had the opportunity, within a reasonable time period, to request and negotiate special conditions and that it cannot subsequently avail itself of any factual or legal means to prove any refusal by Dickson Constant to negotiate. These general conditions of sale are deemed to have been concluded by mutual agreement of the parties and cannot be interpreted in favor or to the detriment of one or the other. The fact that Dickson Constant does not avail itself at any given moment of any of these general conditions of sale cannot be interpreted as a waiver to avail itself of them at a later date.

Any document other than these general conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only informative and indicative value, not contractual.

Article 2 – Intellectual property - Confidentiality

Any technical documents submitted or sent by Dickson Constant to his clients remain Dickson Constant’s exclusive property. The buyer undertakes not to use these in any way that may infringe Dickson Constant's industrial or intellectual property rights and not to disclose these to any third party.

 

Article 3 - Order

Any placement of order will be considered as an acceptance and signature of these general conditions of sale, unless otherwise formally and expressly specified by Dickson Constant. When a quotation is established prior to the order, it constitutes the special conditions that modify or supplement these general conditions of sale. Order means any order placed by email, mail, fax, ...relating to products appearing on Dickson Constant's price lists and accepted by Dickson Constant.

Upon receipt of the order, the latter becomes irrevocable for the buyer, unless approved in writing by Dickson Constant. Thus, in the case of a request for the cancellation or modification of an order by the buyer, our company will notify the latter within 10 working days following the receipt in writing of this request, of the acceptance or not of the cancellation or modification of the order and the consequences of this modification on the prices, delivery times and other conditions (if any). Any order for products that have been cut, specially treated or manufactured specifically for the buyer cannot under any circumstances be canceled/modified.

Article 4 - Delivery And Transportation

 

4.1   - Transport methods and transfer of risks

Delivery of goods takes place as follows: collection by the buyer at Dickson Constant's warehouses or delivery to a carrier.

In the case of collection by the buyer, delivery is deemed to have been carried out when the buyer is informed that the goods are at its disposal and ready for shipment.

In the event that the buyer does not take possession of the goods within 30 days after notification that the goods are at its disposal, Dickson Constant reserves the right either to charge it for the storage and administrative costs and/or deliver the goods at the expense and risk of the buyer. The transport of goods is always carried out at the expense and under the responsibility of the buyer unless written consent is provided by Dickson Constant in the quote.

In any case, the transfer of risks takes place upon delivery of the products to the buyer or carrier.

Staggered deliveries must be expressly accepted by Dickson Constant. It is then up to the buyer to specify the dates of shipments and batches, when ordering and at the latest within four weeks upon our request. Failing that, Dickson Constant may deliver the goods in approximately equal batches, spread over the total delivery period.

4.2   - Delivery times

Delivery times are given for information only and are not guaranteed. It is up to the buyer to formally inform our company of its delivery time requirements. The actual delivery date will be confirmed by the Dickson Constant Sales Department. Any delay to a delivery whose date has been confirmed by our company may entitle the buyer to a fixed amount compensation in the form of payment of liquidated damages at the rate of 1% per full week of delay up to a maximum of 7% of the selling price of the delayed product, excluding taxes and accessories. The liquidated damages is supposed to cover all the buyer's damages and excludes any other sanction and compensation due to the delayed delivery and the buyer accepts this irrevocably . The amount of this liquidated damages - not disputed by Dickson Constant - will be subject to a credit note to be assigned to a subsequent order and has no monetary value and can in no case be converted back or constitute more than 10% of the amount of any given future order.

The amount of liquidated damages for a given order cannot in no case exceed 10% of the amount of the total order.

Delays to a delivery for a reason beyond the control of Dickson Constant, notably in the case of force majeure, war, civil disturbances, disaster, strike, transport problems, issues with the supply of raw materials, default by a subcontractor, an action by the buyer (such as a lack of information, or a breach of previous payment obligations, with this list not being exhaustive) or any other temporary obstacle not attributable to Dickson Constant, does not give the buyer the right to cancel the sale or to refuse the goods or to claim the compensation defined above. The penal clauses appearing on the purchaser's documents are non-binding to Dickson Constant. In case of an occurrence of one of the events listed above or any other event of force majeure as defined by law and jurisprudence, our obligations will be suspended until the disappearance of the reason for the delay and delivery, delayed for a period equal to the period of suspension.

Dickson Constant reserves the right to deliver and invoice the quantities ordered with a tolerance of plus or minus 10% on the planned dimensions.

Article 5 - Claims upon receipt

5.1   - The buyer must check the goods upon delivery, with in particular control of the quality, the quantities, the references of the goods and their compliance with the order. Any product not subject to any reservations at the time of delivery by the carrier and in accordance with Article L.133-3 of the French Commercial Code, and confirmed by registered letter with acknowledgment of receipt within 3 days upon delivery and addressed to the carrier with a copy sent simultaneously to our company, will be deemed to have been accepted in good condition and in the correct quantities by the buyer and the warranty period will come into force.

Without prejudice to the provisions mentioned above to be made by the buyer with regard to the carrier, in case of anything that is visibly defective or missing, any claim relating to the delivered products will be accepted by our company only if it is made by written notice, within 15 clear days from the day of receipt/delivery, and if it is accompanied by proven documents. Dickson Constant reserves the right to undertake, directly or indirectly, any on-site observation or verification.

5.2   - Any return of goods (including in the case of contractual warranty) must be subject to the prior and express agreement of Dickson Constant. The costs and risks of return are the responsibility of the buyer, unless agreed by Dickson Constant.

5.3    - Any claim reported within the aforementioned period and recognized as justified will give the buyer rights to a replacement at our expense of the damaged items or those presenting any visibly defective or missing element, excluding any compensation or damages in any regard whatsoever, and in particular to the exclusion of any reimbursement of immaterial and/or indirect costs (such as but not limited to: labor, dismantling, reassembly, on-site transportation,)

5.4   - The claim made under the terms and conditions described in this article does not adjourn the payment by the buyer for the goods concerned.

Our advice, especially relating to technical application, is based on our experience and our best knowledge but is given for information purpose only and without guarantee. It is the duty of the buyer to carry out any preliminary tests as required to check the suitability of the goods received with its needs the use he intends to make.

5.5   - Dickson Constant endeavors to ensure that its suppliers comply with the obligations imposed on them by Regulation (EC) No 1907/2006 concerning the registration, evaluation and authorization of chemical substances and the restrictions applicable to these substances (REACH) and transmit to the buyer any information and documents communicated by the related suppliers. It is expressly agreed that Dickson Constant's obligation with regard to REACH is only a best endeavors obligation. Dickson Constant will not be responsible for the integrity and accuracy of the information received from its suppliers and the buyer will not be able to seek Dickson Constant’s liability in any way for a breach of REACH regulations by its suppliers.

In accordance with legal provisions, the Safety Data Sheets can be sent to the buyer on request. The buyer must scrupulously comply with the information contained in these sheets.

Article 6 - Price - Terms of payment

6.1   - Our prices are fixed by the rate in force attached herewith or by the rate in force on the day the order is placed and as drawn up in the relevant quote. They are net prices, excluding transportation and taxes. They can be modified at any time and especially in the case of changes to tax information or a decrease or increase in the cost of raw materials, etc. The new prices will be sent during the month following their modification to all regular buyers or formally at the time the order is placed and the buyer accepts these unreservedly.

6.2   - Expenses that would not have been foreseen when the contract/order was concluded, such as duties and taxes, shipping and insurance, are the responsibility of the buyer as well as any additional costs arising from special requests from the buyer.

6.3   - All goods are payable within 30 days of delivery of the goods as defined in Article 4 above. No discount is granted for early payment, except under special conditions.

6.4   - The seller pays VAT on the debits. In case of discount for advance payment, only the VAT corresponding to the price paid gives entitlement to a deduction.

6.5   - Payment of the invoices is always due in Wasquehal, whatever the delivery location. Bank drafts or settlements do not constitute exemption from the jurisdiction clause. Dickson Constant cannot incur any liability towards the buyer as a result of the presentation or cashing of bank drafts and checks not taking place in due time and in due form.

6.6   - Payment is deemed to have been made on the date on which Dickson Constant can freely dispose of the funds in a French bank.

6.7   - The sums due cannot under any circumstances give rise to deductions or compensation.

6.8   - In case of death of the buyer, dissolution, liquidation or bankruptcy of the company, as well as if the buyer has previously not complied with one of its obligations (default or late payment for example) or in case of serious doubt regarding its solvency, Dickson Constant may oppose to the buyer a refusal to sell, unless the Buyer provides satisfactory guaranties or payment prior to shipping.

 

Article 7 - Sanction for late payment - Penalties

7.1   - In the absence of payment on any of the due dates, any other payments due as well as any sums due to us for whatever reason will become due immediately, even if they have given rise to bank drafts.

7.2   - In addition, if payment is not made the day following the payment due date appearing on the invoice, the buyer will be liable for a late payment penalty, calculated by applying an interest rate equal to an annual rate of 15% to the entirety of the sums remaining due. These penalties may be automatically charged to the buyer's account.

7.3    - The buyer will pay a fixed sum of €40 for recovery costs. In addition, Dickson Constant may claim additional compensation equal to the total recovery costs in excess of this fixed sum.

Article 8 – Title retention

8.1    - The vendor retains ownership of the goods sold until payment in full of the principal and any accessory

. For the purposes of this clause, payment of a security creating an obligation to pay (bank draft or other) does not constitute payment. Failure to pay any of the amounts due may result in recovery of the goods. These provisions do not preclude the transfer to the buyer, upon delivery, of the risks of loss and deterioration of the goods sold as well as any damage they could cause.

8.2   - The buyer is authorized, as part of the normal operation of its business, to resell or transform the goods delivered. But it cannot give them as collateral or pledge them or transfer ownership as security. Unprocessed merchandise must be identified as the unseizable property of Dickson Constant until fully paid for.

Authorization for resale or manufacturing is automatically withdrawn in the case of receivership, or liquidation or any like procedure. In case of seizure or any other intervention by a third party, the buyer is obliged to immediately notify the seller.

 

Article 9 - Contractual Warranty and Liability

9.1 - Scope of the contractual warranty

Only those goods sold as “first choice” (excluding cuts, downgraded canvases and so-called "out of collection" canvases), which have not been processed or transformed in any way at all, are the only ones which can benefit of the contractual warranty. The following provisions define the totality of the obligations of our company under the contractual warranty:

In addition to any statutory warranties that the buyer may have in case it is not considered to be a specialist of the purchased product, the buyer receives a contractual warranty from Dickson Constant and, where appropriate, one specific to each product. It falls to the buyer to request the up -to-date warranty certificate and/or to consult it via the Dickson Constant company website. As a general rule, the contractual warranty covers any defect in the design (except where it is the buyer’s design), materials (except those supplied by the buyer), workmanship, manufacturing and any specific warranties. (e.g. rot-proofing, UV resistance warranty ...), as it may be granted in the said product warranty’s notice.

The warranty period may vary from one product to another. It falls to the buyer to check the warranty period for the purchased product with the sales department. In the absence of a specific warranty notice, our products are warranted for 24 months upon delivery.

During the warranty period, the buyer must inform Dickson Constant as soon as it becomes aware of a defect and at the latest within 30 days upon the occurrence of the defect or receipt of a claim from a third party. It falls to the buyer to provide proof of its claim. Once the claim is found to be justified, the contractual warranty is limited, at the choice of Dickson Constant, to replacing or modifying the defective product at its own expense. This covers the costs of transporting repaired or replaced products, insurance and cutting costs if the cutting was part of Dickson Constant's original service. The transportation method is at the sole discretion of Dickson Constant. Any consideration of other costs and/or expenses is explicitly excluded. The buyer must return the defective product at the exclusive cost of Dickson Constant, with the agreement and following the instructions of Dickson Constant. In all instances, the products that are subject to a warranty request or a claim must be made available to Dickson Constant and its insurers for expert appraisal in the presence of all the parties.

9.2- Exclusions from the contractual warranty

 

Any defects and deterioration of the delivered products following abnormal of storage and/or preservation conditions at the buyer 's premises (e.g. storage for a period of time exceeding 6 months) will not be able to give right to the various warranties provided by our company.

The warranty only applies to products manufactured entirely by our company. It does not apply when our products have been used in conditions of usage or performance that are not provided for. The following are specifically excluded from the warranty (without this list being exhaustive): normal wear and tear, maintenance that does not meet the recommendations of Dickson Constant, modifications, alterations, repairs made by third parties other than Dickson Constant.

Dickson Constant cannot be held responsible for the consequences of poor installation and in particular installation not - compliant with the recommendations of Dickson Constant, international norms and standards in the field (installation direction, mixing of batches, etc.).

 

9.3 – Liability

Except for late delivery’s liquidated damages when applicable, Dickson Constant cannot be held liable under any circumstances for any indirect/immaterial/consequential damages such as (without this list being exhaustive): loss of operation, of production, of profit , loss of income, damage to reputation, commercial loss, installation, removal and preparation costs.

The liability of Dickson Constant, regardless of the rule of law on which it is based and except in case of gross negligence or willful misconduct , bodily injury, death , may not exceed the amount before application of tax of the value of the product in cause (or the product’s dimensions used in the manufacturing process of the related final product subject of the claim).

Beyond the limits, exceptions and exclusions contained in these terms and conditions or in the contract, the buyer agrees both on its own behalf and on behalf of its insurers not to claim from Dickson Constant, or Dickson Constant’s assignees, stakeholders or employees and directors and/or to hold them harmless and to indemnify them for excluded damages or those exceeding compensation limits. The buyer agrees to indemnify Dickson Constant, its assignees and insurers against any conviction claim made by third party for excluded damages or those exceeding compensation limits.

Article 10 - Settlement of Disputes – Territorial jurisdiction clause

10.1 - The election of domicile is made by our company at its head office.

10. 2 - ANY DISPUTE RELATING TO THESE GENERAL CONDITIONS OF SALE AND TO OUR SALES/CONTRACT WILL COME UNDER THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL OF COMMERCE OF THE HEAD OFFICE OF OUR COMPANY, wherever the order, delivery, payment and method of payment takes place, and even in the event of a warranty claim or joinder .

10.3    - The assignment of jurisdiction is general and applies whether it is a main claim, an incidental claim, a full hearing or summary proceedings.

10.4   - Furthermore, in the case of legal action or any other action for recovery of debt by our company, the costs of the summons, court fees , as well as the legal and bailiff's fees and all ancillary costs, will be at the charge of the buyer , as well as the costs related or resulting from the non-compliance by the buyer with the payment terms or the terms of delivery of the order in question.

 

Article 11 - Applicable Law

Any question relating to the general terms/contract or dispute related to the existence, the execution, the termination which is not covered by these contractual stipulations will be governed by French law (excluding its rules of conflicts of law and the Vienna Convention on the international sale of goods) to the exclusion of any other national law.

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