General Terms

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Section 1: GENERAL

These terms and conditions (hereinafter referred to as “these Terms and Conditions”) apply to any sales and consulting services performed by CONSEIL ADR PYROTECHNIE (hereinafter referred to as “CAPYRO®”), for the Client, who accepts them (hereinafter “the Client”).

These Terms and Conditions prevail over any other documents such as prospectuses, catalogs, documents issued by CAPYRO®, which are given for information purposes only and have only indicative value and prevail over any conditions of the Client, such as conditions of purchase or services, unless expressly waived by CAPYRO®.

Section 2: PURPOSE

These Terms and Conditions define the terms and conditions under which CAPYRO® sells to the Customer containers equipped for the transport of pyrotechnic material under secure conditions (hereinafter referred to as “the Product(s)”) and advises the Customer for the use of the Products in secure conditions.

The consultancy services without order of Product is subject to a training agreement which shall govern the conditions under which the services shall be performed.

Ordering a Product implies full and unreserved acceptance from the Client to these Terms including the conditions and restrictions set out hereinafter. If the Client does not agree with these terms, he is not authorized to order the Products.

Section 3: ORDER

Any order shall be written and signed by the Client and specified the references, the quantity ordered and the place of delivery.

The order shall be deemed firm and definitive only after express acceptance from CAPYRO® and receipt of 50% of the price of the order for deliveries made in France, and the full price for deliveries made abroad. Any request about modification or cancellation order, including mistakes about references or quantities of the Products, shall be subject to prior written acceptance from CAPYRO® in the case where the order has not been sent.

CAPYRO® shall not be held liable for the inability to perform its obligation, and especially to deliver the orders, if such failure is due to the provision of false information by the Client.

Section 4: CAPYRO®’S OBLIGATIONS

4.1 Sale and Delivery of the Product

Delivery times are based on the information delivered by the Client to CAPYRO® when ordering. The delay is communicated for information only and in no case, the failure to deliver within the delay shall inure the liablity of CAPYRO® nor give rise to penalties of delay, damages, compensation, deductions, refusal of delivery or order cancellation.

4.2  Product putting into service

The Product is put into service by CAPYRO® at the place of delivery. CAPYRO® shall proceed to inherent checks for the good working order in the context of the storage.

Upon the putting into service, CAPYRO® complete a pyrotechnic safety study and analysis. Such study shall be transmit to the Client after the Product has been put into service or within 15 days following such putting into service.

The formalities of completion containing the characteristics of the Product shall be transmitted to the Client.

4.3 Training

CAPYRO® shall provide training to the Client in order to present to him the Product, its properties, its functioning and the conditions under which the Product must be used to allow the transport of pyrotechnic material under secure conditions.

A document attesting to the receipt of the Product, its putting into service and the holding of the training provided by CAPYRO® shall be submitted to the Client.

Section 5: CLIENT’S OBLIGATIONS

5.1 Payment of the Product and subscription Price

Le Client shall pay the price of the Product and subscription under the conditions provided set out in section 7 of these Terms and Conditions.

5.2 Training

Due to the nature of the items stored and / or transported in the Product, the Client acknowledges the need to attend the training provided by CAPYRO® in order to use the Product in secure conditions.

Section 6: PRODUCT TRACKING SERVICE

6.1 Description

The Product delivered to the Client includes a tracking device allowing the Client to benefit from a geo-tracking service of the Product. This service gives access to a map view with the Google® application, in real-time or not, the receipt of activity reports, the creation and management of zones and points of interest and of alerts.

6.2 Access

This service is accessible on the platform provided on the CAPRYO® website after the Client has logged in with the username and password (hereinafter “Login/Password”) provided by CAPYRO® to the Client when putting the Product in service. The Client acknowledges that the Login/Password are strictly personal and confidential and the Client shall not disclose or share Login/Password to anyone.

The Customer is solely responsible for the use of the Login/Password by third parties, whether fraudulent or not and shall hold harmless CAPYRO® from any claim or indemnity based on fraudulent or unauthorized use of the Login/Password.

Access to the tracking service is subject to payment by the Client of a monthly subscription (the price of the tracking device is included in the price of the Product). This tracking service is subscribed for a period of one year automatically renewed every year unless termination by the Customer notified by registered letter with acknowledgment of receipt three months before the anniversary date of these Terms and Conditions.

In case of earlier termination of the subscription (before the end of the current period), the Client shall pay all the monthly fees due until the end of said period.

6.3 Warranties

Unless otherwise stated in writing, the tracking device implemented in the Product comes with a one-year warranty (parts and labor, if returned to the workshop). This warranty gives right to the repair of the defective material and does not cover the defects related to any misuse of the tracking device, the intentional damages, in particular by mechanical incident, misuse, etc. The warranty cannot exceed the value of the tracking device.

The information transmitted by the tracking device on the platform is indicative only. Indeed, the technologies implemented are subject to all sorts of risks (including, but not limited to, weather conditions, environment, network failures) that do not enable CAPYRO® to warrant accuracy of the information obtained. Information obtained through the platform is used by the Client under its sole responsibility.

The Client acknowledges that CAPYRO® cannot warrant permanent access to the website. CAPYRO® reserves the right to carry maintenance operations, which may lead to temporary suspension or slowdowns of the website. Under no circumstances will CAPYRO® be liable to the Client for any direct or indirect damages related to any failure of the website. In addition, CAPYRO® cannot be held responsible for a failure of a service provided by a third party, in particular the Google® service.

Section 7: PRICE AND PAYMENT

7.1 Price

The selling price of the Products, and the price for the subscription for the tracking service, is the pre-tax price in force at the time of the order of the Client. The price is determined by CAPYRO® at its own discretion and may be subject to modification over time.

The delivery costs shall be invoiced in addition to the selling price of the Products. Any tax, including value added tax, duties, costs, including customs clearance, payable under French laws or regulations or those of an importing country or a transit country shall be borne by the Client.

7.2 Payment

Unless otherwise stated, the price is payable in Euros, by bank transfer to the coordinates communicated by CAPYRO®.

In the case of deliveries made in France, the price of the Product shall be paid as follows:

– 50% upon order;

– 25% after the Product has obtained the necessary certification;

– 25% upon the putting into service.

For deliveries made abroad, the full price (100%) of the Product will be paid at the time of the order.

The price for subscription to the tracking services shall be paid on a monthly basis. The Client accepts that the price may change, especially in case of change of regulations.

7.3 Late payment

A delay in payment of more than 10 (ten) days shall give to CAPYRO®, after formal notice of payment send to the Client by registered letter:

– the right to suspend the execution of other orders which could have been accepted, notwithstanding any damages;

– the right to suspend the tracking services (access to the platform). In case of late payment for more than 90 days, the Client shall pay for all monthly fees due until the end of current period;

– a late payment interest of 5% per month from the due date of payment and until the day of payment, any month begun being due. In France the invoicing of interest bears the VAT at the rate in force;

– a contractual penalty of 15% calculated on the total amount of the order.

Unless otherwise agreed by the parties, in the event of default, all sums due become immediately due.

Section 8 : TRANSPORT AND DELIVERY

The Products are delivered Ex Works (Incoterms ICC 2010)

The Products shall travel at the Client’s risk from the date of shipment.

The Client shall check the shipments upon receipt of the Products and shall exercise appropriate remedies against the carrier if necessary.

Each delivery is accompanied by a delivery note detailing the products delivered. The Client shall inform CAPYRO® without delay of any discrepancies. Without reservations made within 5 days from the receipt, CAPYRO®’s deliveries will be deemed to be made correctly and in accordance with the delivery note.

The return of a delivery that does not comply with the order shall be submitted to the prior acceptance of CAPYRO®.

Upon acceptance of CAPYRO®, the Product shall:

– be accompanied by a delivery note recalling the invoice number or the delivery note from CAPYRO®;

– be conveyed in its original state,

– be suitably over-packed to withstand normal transport risks,

– be shipped prepaid, or delivered after the acceptance of CAPYRO® to its carrier.

The failure to comply with such conditions shall entitled CAPYRO®, at CAPYRO®’s option, to refuse the return or a 25% reduction on the initial billing price of the returned product.

Section 9: TRANSFER OF OWNERSHIP

9.1 Retention of title: CAPYRO® remains the owner of the Products until full payment of the price. In case of default of payment of the Client and after formal notice, CAPYRO® reserves the right to recover the Products delivered and to terminate the contract.

The Client shall be liable for the subscription to a notoriously solvent assurance company, of an insurance contract guaranteeing the risk of loss, theft, fire or, more generally, destruction or deterioration in any way whatsoever of Products.

9.2 Resale of Products: As the Products remain the property of CAPYRO® until full payment of price, it is expressly forbidden to the Client to resale the Product without the express prior consent of CAPYRO®. If CAPYRO® authorized such reselling, the Client acknowledges that he shall pay the full price remaining to CAPYRO® upon resale of the Product.

The Customer is aware of the nature of the Products sold and is aware of the security conditions required for the use of the Products. In the event of resale, the Client agrees to inform his purchaser of the conditions under which the Product shall be used. In no event shall CAPYRO® be liable for damages resulting from the use of the Products by the purchaser of the Client.

Section 10: WARRANTIES AND LIABILITY

The Client acknowledges that the Products are delivered “as is” without any warranty of any kind, express or implied within the limits permitted under French law.

The Products are stored and used under the direction, control and liability of the Client only.

The Client undertakes to comply with all laws, regulations, codes and standards applicable to its activities and the fulfillment of its obligations. Considering the specificity and nature of the Products, the Client shall strictly observe the safety regulations and recommendations relating to the storage and use of the Products. Especially, the Client expressly undertakes to comply with the instructions taught by CAPYRO® during the training, as well as the organization and export file and the pyrotechnic risks analysis which define the conditions and the environment essential to the storage and safe use of the Products.

The Client expressly states using Products to its own risk and particularly, waives all actions initiated against CAPYRO® in case of proven or alleged infringement to any third party rights arising from the use of the Product

CAPYRO® shall not be held liable for any damages resulting from a defective storage or a misuse of the Products, neither for the non compliance with the instruction manual or with the instructions given by CAPYRO® to the Client. In the event where CAPYRO® would be sentenced to pay damages or any other expenses due to non compliance by the Client of these provisions (and more generally, of these Terms and Conditions), the Client shall indemnify CAPYRO® from and against expenses which CAPYRO® has been convicted as well as fees incurred for its defense (including attorney fees).

The Client agrees to notify CAPYRO® without delay of any incident of which he is aware and of any request or complaint received by the Client for the purpose of marketing or using a Product. In addition, the Customer authorizes CAPYRO® to verify that the storage and use of the Product by the Client complies with instructions and agrees to allow CAPYRO® or any person he has designated to access to the Client’s premises. CAPYRO® is not liable for the use that may be made of the Product by the purchaser of the Client, the Client remaining solely responsible with regard to its buyer.

The liability of CAPYRO® may only be incurred for direct, proven and attributable damages to CAPYRO®, to the exclusion of any indirect or consequential damages including, but not limited to, economic loss, turnover, profits, business or clientele. To the fullest extent permitted by applicable law, if CAPYRO®’s liability arises for any reason whatsoever, it is expressly agreed that the amount of damages owed by CAPYRO® to Client for all causes, shall be strictly limited and shall not exceed the sums actually paid by the Client in return for the supply of the Product which is directly responsible for the damage.

Section 11: INTELLECTUAL PROPERTY

CAPYRO® is the exclusive owner of all rights, including intellectual property rights (trademarks and patents), titles or interests resulting from performance of services and materials provided to the Client under the General Terms and Conditions, which Client acknowledges.

The Client undertakes not to infringe directly or indirectly the rights of CAPYRO®. In particular, the Client shall abstain from removing, modifying or altering in any way the trademarks and signs of property appearing on the Products and any document communicated by CAPYRO®. In addition, the Client shall not imitate or reproduce, in any way, all or part of the Products or signs without the prior and express consent of CAPYRO®. The failure to do so shall be deemed as intellectual property infringement and/or unfair competition.

Section 12: GOVERNING LAW / VENUE

These Terms and Conditions shall be governed by the laws of France law without regard to any international convention including the Vienna Convention on the International Sale of Goods dated form 11 April 1980.

Any dispute between CAPYRO® and the Client regarding the validity, execution, non-performance or interpretation of these Terms and Conditions or, more generally, the relationship between CAPYRO® and the Client shall be submitted to the competent courts of the place of the registered office of CAPYRO®.

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