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General Conditions of Sale
MODUGAME
Article 1 – Application of the GCS
 
These general conditions of sale are directed or delivered to every Client as a matter of course at the time a quote is made and to enable an order to be placed. Accordingly, the act of placing an order implies the Client's full and unreserved compliance with these GENERAL CONDITIONS OF SALE excluding all other documents issued by MODUGAME - MG SPORT such as prospectuses and catalogues, which have a purely illustrative purpose. Unless formally agreed upon in writing by MODUGAME - MG SPORT, no special conditions shall supersede these GENERAL CONDITIONS OF SALE. In the absence of express agreement, any conflicting condition put in place by the Client shall not be binding over MODUGAME - MG SPORT regardless of when its existence was made known. The fact that MODUGAME - MG SPORT has at any given time not applied any of these GENERAL CONDITIONS OF SALE cannot be interpreted as a waiver of the right to subsequently apply any of the said conditions.
 
Article 2 – Purchase Orders
 
Whether for a standard product from the MODUGAME - MG SPORT catalogue or for a made-to-order product, the procedure for placing a purchase order is as follows: - Standard product from the MODUGAME - MG SPORT catalogue: In order to be processed, every order must be submitted using a quote or order form supplied by MODUGAME - MG SPORT upon request and approved by the Client. A quote or order form is approved when the Client returns one or other of these documents to MODUGAME - MG SPORT having first marked it with “Approved”, the date, the person's name, job title, stamp and signature. MODUGAME - MG SPORT will acknowledge receipt
of the order by returning a signed and stamped copy of the purchase order. The order is not binding unless the purchase order carries a MODUGAME - MG SPORT signature and stamp. - Made-to-order product: A made-to-order product is any product specially developed according to specifications defined by a MODUGAME - MG SPORT client, or any standard catalogue product modified according to the wishes of a MODUGAME - MG SPORT client. MODUGAME - MG SPORT will provide the Client with a quote for the creation of the made-to-order product. The process for a Client's approval of a quote is the same as that for a standard product.
 
Article 3 – Changing an Order
 
Any request for an additional purchase or any request to change an order must be made in writing by the Client and will lead to the creation of a new purchase order or a new quote that shall be subject to the procedure outlined in Article 2. Any order cancellation will result in liability for payment of any services already rendered by MODUGAME - MG SPORT.
 
Article 4 – Delivery Schedules
 
Delivery schedules cannot be exactly specified as they are subject to MODUGAME - MG SPORT production criteria, supplies and shipping. Consequently, any delivery times provided are an estimate and are not guaranteed. Any delays to deliver shall not lead to liability for damages or withholding of payment or cancellation of pending orders. The following are considered to be acts of force majeure that absolve MODUGAME - MG SPORT from any obligation to deliver: war, riots, fire, strikes, accidents, a break in the supply chain to MODUGAME - MG SPORT, power cuts. MODUGAME - MG SPORT shall, in a timely fashion, keep the Client informed of cases and events such as those listed above. Regardless of the situation, delivery will only be made if the Client, irrespective of any cause, has completely fulfilled all its obligations to MODUGAME - MG SPORT.
 
Article 5 – Delivery and Receipt of Goods
 
Upon receipt and in the presence of the Delivery Company or Carrier, the Client must verifythat the goods received are those ordered and that no apparent defect or damage has beensustained during transportation. In the event that any damage has occurred duringtransportation, the Client must immediately specify any necessary restriction on the DeliveryCompany's shipping notice and immediately notify MODUGAME - MG SPORT. Transport and delivery of orders is arranged by MODUGAME - MG SPORT on behalf of the Client and remains the responsibility of the Client. It will be up to the Client to provide evidence of any defects or faults noted. The Client must take every measure to facilitate MODUGAME - MG SPORT in the investigation and resolution of said defects. The Client will neither act nor contract a third party to act in this matter. Unless the Client makes a claim or complaint within fifteen (15) days of receipt of the goods, then it will be deemed that said goods have been accepted. Any actions resulting from complaints accepted by MODUGAME - MG SPORT will be paid for by MODUGAME - MG SPORT.
 
Article 6 – Set Up and Operation
 
Product set up and operation can be carried out directly by MODUGAME - MG SPORT. The purchase order should specifically outline and state the cost of such services.
 
Article 7 - Price
 
7.1 - Price
 
Except under specific conditions relating expressly to a sale or quote given for a made-toorder product, the product prices are those set out in the MODUGAME - MG SPORT list price on the day the order is placed. - For made-to-order products, the price is the one set in the quote. This price is fixed and final from the date of the quote and for a period of thirty days, subject to rises in the cost of prime materials and unless there are sales unforeseen by MODUGAME - MG SPORT or if the Client makes any changes to the order. This price will be reviewed following the end of the thirty-day period.
 
7.2 – Payment methods – currency of payment
 
Unless other payment methods have been specifically arranged under special conditions, monies are payable by bank transfer or cheque at the time an order is placed. An order is only firm once payment has been received from the Client. No discounts are made for cash payments. On no account may payments due to MODUGAME - MG SPORT be suspended, nor will they be subject to markdown or reparation of any kind without express written agreement from MODUGAME - MG SPORT. Any payments made to MODUGAME - MG SPORT will count against any sums due, whatever their cause, starting with those having the earliest due date. Payments are taken in euros.
 
7.3 - Invoicing
 
MODUGAME - MG SPORT will create an invoice in duplicate, one copy of which shall be issued to the Client. The invoice shall refer to the terms set out in Article L 441-3 of the French Commercial Code as modified by the law of 15 May 2001.
 
7.4 – Late Payment Penalties
 
In the event of late payment the vendor may suspend all pending orders without prejudice to any other course of action. Any sum not paid by the due date shown on the invoice shall incur a penalty equal to one and a half times the legal rate of interest and in accordance with Article L 441-6 of the French Commercial Code. These penalties fall due upon the vendor's request. If an invoice remains unpaid after eight days of the presentation of a formal demand, the sale shall be cancelled if the vendor so chooses and he shall, by application, be entitled to demand the return of the products, without prejudice to any other claims for damages. Cancellation will apply not only to the order in question but also to all prior unpaid orders whether they have been delivered or are in the process of being delivered and whether or not payment is yet due. In the event of payment by commercial draft, a failure to return the draft shall be considered a withholding of approval equal to non-payment. Likewise, if payment is being made in instalments, non-payment of just one instalment shall result in the full value of the debt becoming payable immediately, without prior formal notice. In all the cases stated above, any monies due for other deliveries or for any other reason shall become immediately payable unless the vendor chooses to cancel the relevant orders. The buyer must reimburse all costs incurred in the legal recovery of monies due, including all legal fees. In no case shall payment be withheld nor form part of any reparation without the vendor's prior written agreement. Any part payment shall first apply to the non-privileged portion of the monies outstanding, then to sums in order of those first falling due.
 
Article 8 – Industrial Property
 
The Client shall have no ownership claim over equipment, designs, models, specifications or other information and may under no circumstance make use of these outside the limits of this contract. In the absence of any special stipulation, all intellectual property rights resulting from the fulfilment of the order shall remain the property of MODUGAME - MG SPORT without time or geographical limits.
 
Article 9 - Confidentiality
 
The Client shall treat as strictly confidential and shall refrain from sharing all information, technical formulas or concepts that may come to his knowledge as a result of this contract. For the purposes of the application of this clause, the Client is responsible both for himself and for his employees. Nevertheless, the Client shall not be held responsible for divulging any elements where these are in the public domain or if he had prior knowledge of these or obtained them from a third party by legitimate means. Likewise, MODUGAME - MG SPORT undertakes to maintain strict confidentially with respect to any information obtained during the execution of this contract and shall not divulge this information to anyone either during the execution of this contract or after the end of its term.
 
Article 10 – Retention of Title Clause
 
The merchandise that is the subject of this contract is sold under retention of title: ownership is conditional on full payment being made by the Client within the agreed time frame. In the case that payment is not made by the due date, MODUGAME - MG SPORT shall reclaim possession of the products for which he retains ownership and if he so wishes shall dissolve the contract in writing to the Client by registered letter with signature on delivery. Notwithstanding the retention of title and even when sale has been agreed within France, the transfer of risks associated with the products occurs at the moment a shipment leaves the MODUGAME - MG SPORT depots. In particular, this means that merchandise is shipped at the Client's risk and peril and in the event of any damage or loss or missing items the Client shall make any claims and exercise all recourse to the shippers responsible. The Client undertakes to insure the products to the benefit of whomsoever is the owner and against all risks and liabilities from the time the shipment leaves the MODUGAME - MG SPORT depots. The Client assumes responsibility for the proper care of the products sold under retention of title and shall assume the cost of returning these in their original state should they be returned unpaid. The restitution of unpaid products shall be made at the expense and risk of the buyer who is in payment default. In the event that MODUGAME - MG SPORT is obliged to recall products, MODUGAME - MG SPORT shall be excused from recompensing any payments made on account until such a time as MODUGAME - MG SPORT is able to offset these against any damages payable by the Client (for restitution or reconditioning costs).
 
Article 11 – Third Party Liability
 
MODUGAME - MG SPORT undertakes to act with the greatest possible diligence in the fulfilment of its obligations. MODUGAME - MG SPORT products are guaranteed against any manufacturing defect for the period of one year from the date of dispatch. The guarantee includes one year's after-care from the time of set up. The guarantee is limited to either repair or replacement, as determined by MODUGAME - MG SPORT, of any part found to be defective, without ever being liable for providing a complete replacement of the product. This guarantee covers labour costs. Furthermore, repairs and replacements made under the guarantee do not extend the duration of the guarantee. The MODUGAME - MG SPORT guarantee does not cover any damages or broken accessories resulting from inappropriate use or lack of care and maintenance as well as incidents or malfunction resulting from a use that does not comply with the technical instructions stated. The MODUGAME - MG SPORT guarantee does not cover components such connecting and handling elements like flaps, Velcro straps, fittings and hilts. MODUGAME - MG SPORT cannot be held responsible for any secondary damages to the Client such as loss of earnings or operating loss. MODUGAME - MG SPORT is insured in accordance with general law.
 
Article 12 – Competent Jurisdiction
 
Any disputes relating to the interpretation and execution of the sale of products shall be underthe sole jurisdiction of the Commercial Tribunal of Clermont Ferrand. MODUGAME - MG SPORT is registered at its company headquarters.