General Sales Conditions

1°Application of the general conditions of sale – Enforceability

The present general conditions of sale (GTC) are the foundation of the commercial negotiation, and are systematically addressed or delivered to each buyer, to enable him to place an order.

They take precedence over the terms and conditions ofpurchase, unless formal written acceptance by the seller. Any condition to the contrary presented by thebuyer will be in default ofacceptance, apply to the vendor, regardless of the moment where it could have been brought to his knowledge

The fact that the seller does not avail itself at a given moment ofany of these terms and conditions of sale may not be construed as a waiver ofany of the said terms and conditions.

The SAS SEEDENERGIES reserves the right to change the conditions of sale at any time. In this case, the applicable conditions will be those in force at the date of the order by the buyer.

2° Studies and projects

Our company does not responsible for the advice that can be asked and not falling within its competence normal, limited to the characteristics of the products. Any buyer or user wishing to obtain specific results, will need to ensure the advice of a licensed professional to determine which materials or products to be used in this purpose.

3° Commands

To be valid, the order must specify the amount of, type of, references to, products sold, as well as the agreed price, terms of payment, and the date and place of delivery or of theremoval.

The commands are not final, even whenthey are taken by theintermediary of the representatives or employees, vendors, that whenthey have been confirmed in writing.

When it comes to commands from seed, these are not final until after a deposit of 50%.

Unless otherwise agreed, the confirmation of the order implies for thebuyer’s acceptance of seller’s conditions of sale, the recognition ofbeing fully aware and waiver of its own conditions ofpurchase.

4°Change of command

Any change or cancellation of the order requested by thebuyer cannot be considered unless it is received in writing prior to theshipment of the products. If the seller nnot accept the amendment or rescission, any deposit paid will not be returned.

after the period of 30 days after confirmation of the order, the seller reserves the right dat any time make any changes thatit deems useful to its products and to change without prior notice, to the models defined in its brochures or catalogs.

5° Price

The products are supplied at the price applicable at the time of placing the order expressed in euros and taking into account the VAT applicable on the day of the order, any rate change will be reflected in the price of goods or services.

Unless otherwise agreed, the prices appearing in the command are valid for a maximum period of 3 months.

Unless otherwise agreed, pricesare net, not including transport, excluding taxes based on the rates communicated to thebuyer.

Any tax, duty, right or other benefit payable under the terms of the French regulations or those ofan importing country ora country of transit are the responsibility of thebuyer.

the Whole order which amount is less than 50euros gives rise to the billing ofa lump sum payment of 5 euros to cover the administrative costs.

6° Delivery

6.1 / Terms and conditions

deliveryperforms in accordance with the order or by the direct delivery of the product to thebuyer, or by simple notice of their availability, or by delivery to a shipper or a carrier on the seller’s premises.

Thepurchasershall take delivery within 60 days after thenotice of availability. This period has expired, the seller may consider the order to be cancelled and the sale unilaterally terminated by thebuyer.

6.2 / Time

deliveries are made onlyaccording to availability and in theorder oforders arrive. The seller is authorized to make deliveries in whole or in part.

The delivery times are indicated as precisely as possible, but depending on the capabilities ofthe supply and transport of the seller.

The timeouts of delivery shall not give rise to damages, deductions or cancellation of orders in progress.

if, However, 3 months after the estimated date of delivery the producthas not been delivered for any reason other thana force majeure event, the sale may be cancelled at the request of theone or theother party ; thebuyer is entitled to refund of his deposit to theexclusion of any other compensation or damages.

Are considered as cases of force majeure and relieve the seller from its obligation to deliver : the war, theriot, thefire, strikes, accidents, climate phenomenon, theimpossibility for him dbe supplied.

The seller will keep thebuyer informed, in a timely manner, situations and events listed above.

In any event, the delivery time can only take place if thebuyer is in breach of its obligations to the seller, regardless of whatis the cause.

6.3 / Risk

products are available with prices starting or cash on delivery at the agreed place, or stipulation to the contrary provided for in the special conditions ; in all cases, they travel at the risk of the recipient to which it belongs, in the case ofdamage or missing to make the necessary observations to confirm their reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within three days of receipt of the goods.

7° Reception

Without prejudice to the measures to be taken vis-à-vis the carrier, claims for apparent defects or non-conformity of the product delivered the ordered product or the slip ofshipment, must be made in writing within eight days of thearrival of the goods.

It is the responsibility of thebuyer to provide any justification as to the reality of the defects or anomalies. It will allow the seller access to proceed to the recognition of these defects and remedy them. It snot dintervention itself or to involve a third party to that end. For products sold in packaging, weights, and measures at the start have faith the quantities delivered.

tolerances quantitative affecting delivery will be within plus or minus 2 % calculated on the basis of the number ofunits contained in the command.

8° Returns

8.1 / Terms and conditions

Any return of product must be thesubject ofa formal agreement between the vendor and thebuyer. Any product returned without this agreement would be held at the disposal of thepurchaser and shall not give rise to theestablishment ofa credit. The costs and risks of return are always borne by thebuyer.

The returned goods must be in thestate where the service provider has delivered.

8.2 / Consequences

In case of defect or non-conformity of the delivered products, duly noted by the seller under the conditions provided above, thebuyer may obtain a replacement, or refund of the products at the seller’s option, to theexclusion of any compensation or damages.

9° Warranty

9.1 / Scope

The products are guaranteed against any defect in material or workmanship for a period of 3 months from the date of delivery. The interventions in the context of this guarantee shall not have the effect of extending the period thereof.

The title of this warranty, the sole obligation of the seller will be free replacement of the product except if this remedy sproving to be impossible or disproportionate. Any costs of shipping are the responsibility of thebuyer who shall not be entitled to any compensation in case ofimmobilization of the property as a result of theapplication of the warranty.

9.2 Exclusions

The warranty does not apply to defects.

also excluded Are defects and damage caused by thenatural wear and tear, by the fact of the purchaser, or by an external accident, or by a modification to the product not provided or specified by the seller.

10° Payment

10.1 / Terms and conditions

Unless otherwise agreed, payments are to be made to the following conditions :

— payment 30 days from the end of the month of delivery, by bank or postal cheque, by bank transfer or mail ;

In the case of a deferred payment or term, is a payment for the purposes of this article, not the mere delivery ofa bill of exchange ora cheque involving an obligation to pay, but their regulation to theagreed due date.

10.2 Delay or failure

In case of delay in payment, the seller may suspend all pending orders, without prejudice to any other means ofaction.

Any sum not paid on thedue date appearing on the invoice entails full right from the day following the settlement date on the invoice, theapplication of the penalties ofan amount equal to one and a half times the rate oflegal interest from the day following the settlement date on the invoice.

These penalties shall be payable on the request of the seller.

Any delay in payment will automatically, and withoutany prior notice of default being necessary to the payment ofa penalty equal to the last refinancing rate of the ECB plus 10 percentage points, calculated on a pro rata basis on the overdue amounts. (art L441-6 of the Commercial Code), and the payment ofa fixed compensation for recovery costs ofa minimum amount set at 40€ (art. L441-6 of art and D. 441-5 of the Code of Commerce)

Unless otherwise agreed, the amount of such late payment interest will be charged right on all discounts, rebates or rebates owed by the seller.

In the event of default of payment, forty-eight hours after formal notice has remained unsuccessful, the sale will be automatically cancelled if it is deemed the seller, who may request, in summary proceedings, the return of the products, without prejudice of all other damages. The resolution will not only affect the order in question, but, also, all previous unpaid orders, thatthey have been delivered or are in the course of delivery and for which payment is overdue or not. In the case of payment by bill of exchange, the default back to theeffect will be considered a refusal ofacceptance comparable to a payment default. Similarly, when the payment is made in installments, the non-payment ofa single due date will result in theimmediate payment of the entire debt, without notice.

In all the above cases, the sums that may be due toother deliveries, or for any other reason, shall become immediately due and payable if the seller nopts not to the resolution of the corresponding controls.

Thepurchaser shall repay all expenses of litigation incurred to recover sums due, including attorney’s fees ofofficers.

In any case, the payments may be suspended, nor be thesubject ofany compensation, without theprior written agreement of the seller. Any partial payment sare thought to be offirst on the unsecured part of the debt, and then to the sums which theliability is the oldest.

The seller nomeans consent no discount for cash payment or at a date earlier than the one resulting from the general conditions of sale

11° Risk

Thebuyer bears the risk, even in the event of a sale agreed franco, as soon as theshipping warehouse of the seller.

This means in particular that the goods travel at the risk and expense of thepurchaser to which it belongs, in the event ofdamage, loss or shortage, make any reservations orto exercise any and all recourse against the carrier responsible.

12° Reserve of property

It is agreed between the parties that all our goods are sold with reservation of ownership until complete payment of the price

13° Packaging – Logging

packaging bearing the mark of the seller can only be used for its products, and may not under any circumstances be used for dproducts other than its own. Any infringement of this rule would subject the perpetrator to criminal prosecution and payment of damages.

14° Skill – Challenge

In case of dispute as to theinterpretation or theexecution of their agreements, the parties shall seek, before any action litigation, an amicable agreement, and communicate to this effect, all the elements ofinformation required.

In the absence ofan amicable settlement of the dispute within a maximum period of three months, will have exclusive jurisdiction in case of litigation of any nature or any dispute concerning the formation or theperformance of the order, the courts of BERGERAC unless the seller prefers to refer to another court of competent jurisdiction.

This clause sapplies in the case of summary proceedings, demand incident or a plurality of defendants or dcall it as collateral, and irrespective of the method and terms of payment, without the jurisdiction clauses that may exist on the documents of the buyer can hinder theapplication of this clause.