Les Chaineries Limousines

General Terms and Conditions of Sales and Delivery

administrateur — 2011-06-29T13:21:25Z

GENERAL TERMS AND CONDTIONS OF SALES AND DELIVERY

Chaîneries Limousines S.A.S.

Definitions

For the purposes of these General Terms and Conditions of Sales and Delivery (in the following GTSD) the term CLI identifies ChaîneriesLimousines S.A.S. and the term „CUSTOMER“ the natural or legal entity, with whom CLI enters into contractual relationship.

General

This GTSD shall be applicable for all contracts concluded between CLI and CUSTOMER and for any consequent orders in case of a long term business relationship regarding delivery of CLI products, with the exclusion of any General Terms of the CUSTOMER. Any amendments or variations of this GTSD shall be valid only with express written consent of CLI.

General Terms of which kind ever, especially purchase terms of the CUSTOMER, which are in contradiction to this GTSD shall be in total ineffective. Confirmations in reply, which are in contradiction to an order confirmation of CLI shall be ineffective.

INCOTERMS as updated and registered by the ICC (International Chamber of Commerce) (currently : INCOTERMS 2000) shall apply only in accordance with an express written agreement.

Contract Conclusion and Prices

Offers of CLI are without obligation and subject to confirmation. Lists of prices delivered by CLI only provide a base for information and do not have the status of a sales offer. The prices as delivered by CLI are net prices and shall be understood ex-works, unless specified. For other price arrangements INCOTERMS as agreed shall apply. All prices are based on current costs and exchange rates. Should this factors experience a significant variation upwards, CLI reserves the right to correct the prices accordingly. The CUSTOMER is always charged the prices as applicable on the day of delivery plus respective VAT.

An order of the CUSTOMER shall be deemed as accepted only, if confirmed by CLI in writing or confirmed by prompt delivery and rendering of the invoice. Silence of CLI shall not be deemed as consent. If the order confirmation of CLI does contain variations compared to the order, this variations are deemed as accepted if CUSTOMER does not contradict against them without delay.

Any granted sales return and allowances shall be inapplicable if an application for opening of an insolvency proceeding is being filed or if such an application is being rejected for lack of assets, or if an application for a settlement proceeding inside or outside court is being filed or if CUSTOMER stops its payment obligations.

Payment

If not agreed otherwise in writing, invoices of CLI shall be paid promptly after receipt under exclusion of any right to withdraw or to set off with counterclaims. Deduction of cash discount from the invoiced amount is not permitted for as long as prior invoices are due for payment and not totally settled. Payments will be credited always against the oldest claim.

Bills of exchange and cheques will be accepted as payment only in accordance with a separate written agreement and subject to receipt of the respective value and coverage of any interest, expenses and costs by the CUSTOMER. Any bank charges, especially discount interest, collection charges, bill of exchange and cheque fees (as well as charges) shall be beard by CUSTOMER. No warranty for on time and proper presentation, protest and collection of bill of exchange or cheques is being granted.

In case of any doubt an agreed payment period starts with the date of the invoice. In case of exceedance of the date of payment default interest in accordance with CLI credit costs, but not lower than 8% beyond the basis interest rate of the European Central Bank is charged, even if the delay in payment occurred without default. Place of fulfilment of payment is Bellac.

The CUSTOMER is in case of delayed payment obliged to reimburse to CLI any necessary reminder and collection fees. If CLI decides to arrange the dunning process by itself, CUSTOMER is obliged to pay per reminder an amount of EUR 15. In addition any further damage, especially the damage which occurs because CLI has to pay higher interest rate on its credit accounts because of the payment delay, has to be compensated.

Delivery

Any delivery periods mentioned in price lists, order confirmations or otherwise shall be without commitment, unless agreed expressly otherwise in writing.

The delivery period starts at the earliest with mailing of the order confirmation by CLI, but not earlier than the day when complete conformity regarding the content and scope of the order is being reached. The order confirmation is essential for the delivery conditions and the delivery scope. Unless agreed otherwise in writing, CLI is entitled to perform delivery in one or more portions as well as to deliver also prior to an agreed delivery date. Irrespective of the other clauses in this GTSD each delivery shall be deemed as separate contract. Any default regarding one or more deliveries shall not effect the remaining contract.

Unless agreed otherwise in writing, any delivery takes place without warranty according to the discretion of CLI, shipments travelling uninsured and on cost and risk of CUSTOMER.

Acts of God or other unpredictable incidents, which prevent an on time delivery, entitle CLI under exclusion of whatever claim of the CUSTOMER (especially compensation claims), to extent the delivery period or to cancel the contract in total or in part.

In case of non-compliance with a delivery date by CLI the CUSTOMER must grant reasonable respite of a minimum of 4 (four) weeks. In case that respite elapses unused or if CLI declares inability to deliver, the CUSTOMER is entitled to cancel the contract with regard to the defaulted delivery volume. The cancellation has to be declared in writing within 1 (one) week after expiration of respite or after delivery of a respective declaration of CLI.

Authorisations beyond the right of cancellation, especially compensation claims are granted to the CUSTOMER only if the delivery default is caused by intention or by gross negligence. Preliminary suppliers, which are used by CLI to perform its contractual obligations, shall not be deemed as servants.

In case that CUSTOMER refuses acceptance of the goods, it has irrespective of its obligations for payment to bear all costs of transport and warehousing. In case of a delay with acceptance the purchase price is due for payment immediately. Irrespective of his right to provide a notification of defect, defects do not entitle CUSTOMER to refuse acceptance.

Delivery obligations and delivery periods are at rest for as long as CUSTOMER is delayed with fulfilment of one of his own obligations.

Package

The necessary package is not separately charged. Any deduction of the package by CUSTOMER is prohibited unless agreed otherwise in writing.

Shipment and Bearing of Risk

Unless agreed otherwise in writing (especially in form of INCOTERMS) or unless accepted by CLI in the order confirmation, risk and coincidence devolve to CUSTOMER with performance of CLI at the place of fulfilment. In case of freight free deliveries and in case of delivery free French border, risk and coincidence devolve to CUSTOMER as soon as CLI hands over the goods at the place of fulfilment to the freight forwarder, the freight carrier or any other person or entity dedicated to performance of the shipment regardless of who bears the costs of the transport and who actually performs the transport.

Transport insurance is concluded only upon express request and at expense of CUSTOMER. Inland extra freight charges for express good will be borne by CUSTOMER. In case of a lack of adequate reference shipment will take place against payment in advance or per cash on delivery only.

At the reception, missing or deteriorated products have to be reported on the shipment documents and be confirmed by registered mail to the transport company within 3 days.

If transport or delivery is delayed upon request of CUSTOMER or due to other reasons under control of CUSTOMER, risk and coincidence devolves to CUSTOMER with delivery preparedness. The same applies, irrespective of the regulation above, in case of acceptance delay or refusal by CUSTOMER, whereas in this case the day of delay respectively of refusal shall be the relevant date.

In case that CUSTOMER is delayed with acceptance, CLI is entitled to either warehouse the goods by itself and charge a warehousing fee of EUR 4/m³per commenced calendar day and simultaneously insist on fulfilment of the contract, or after having granted an adequate respite cancel the contract and commercialise the goods otherwise. In this case in addition a contract penalty of 30% of the invoiced amount is deemed as agreed, irrespective of the right of CLI to also claim compensation for additional damages.

Warranty, Compensation

CLI warrants on the day of transfer of risk for expressly promised attributes of the contractual goods to the extent of the following provision for a period of 12 (twelve) months. Any warranty for a particular fitness, a particular purpose or a particular appliance of the goods is expressly excluded, unless agreed otherwise in writing. CLI expressly does not grant any warranty for defects, occurred because of inappropriate treatment, common abrasion, warehousing or other activities and omissions of CUSTOMER and third parties. Warranty is also excluded if the goods are not used in accordance with the instructions provided by CLI. Verbal information regarding attributes of CLI goods, technical advise and other statements regarding fitness and usage, weight, format, performance and appearance of CLI goods are unbinding and are provided under exclusion of any liability. This is binding for CLI only if expressly stated and promised so in the order confirmation.

CUSTOMER is obliged to inspect the goods immediately after receipt with respect to completeness and freedom of defects. Variations from quality, colour, form or equipment are not deemed as defect if such variations are customary in trade, insignificant or technically unavoidable. This does also apply in case of a delivery according to sample or pattern.

Notifications of defects and incompleteness have to take place in writing within 1 (one) week after receipt of the goods subject to exact description of the circumstances, the order and deliver date as well as the delivery note number. CUSTOMER has to supply to CLI simultaneously with the defect notification all documents useful for evidence purposes. If defect notification does not take place as described above, any and all warranty, compensation and other claims of CUSTOMER are barred.

Processing of or any alteration of the delivered goods are deemed as acceptance of duly deliverance. Before usage of a good a detailed inspection of an expert is required as to whether the good is fit for the intended utilization. Notifications of the CUSTOMER are in any case delayed, if it is impossible to inspect the good in question.

In case of verifiable defects of the material or workmanship, warranty obligations of CLI are at CLI option reduced to replacement of goods of same kind and quantity or to improvement. Additional claims, especially rights to conversion, compensation or execution by substitution are expressly excluded. Except when the mandatory applicable laws or regulations provide otherwise, any liability of CLI for consequential harm caused by defect is excluded. Redemption of used goods does not take place. Existence of a defect does not entitle CUSTOMER to repair the good by itself or by third party, prior to having granted to CLI the chance for curing of the defect.

Any replacement will only be done after the goods with defects are returned to our plant. No return will be accepted without our prior agreement.

CUSTOMER is obliged to consider security and operating guidelines in any case of CLI product presentation - especially during sales negotiations, technical advice, advertisement and so on and to devolve any warning notices therein to a respective Buyer.

Precondition for fulfilment of any warranty obligations of CLI is fulfilment of all CUSTOMER´s contractual obligations, especially the agreed payment.

Compensation claims of CUSTOMER exist only in case of gross negligence. CUSTOMER bears the burden of proof for existence of gross negligence. CUSTOMER has to reduce CLI liability in contracts with its clients accordingly. If CUSTOMER does not comply with this obligation, CUSTOMER is obliged to reimburse all costs and expenses, including court and counsel fees, occurred on side of CLI because of this non-compliance.

Any existing compensation claim based on provisions of mandatory law or on this GTSD shall in terms of its extent be restricted with the purchase price of the relevant delivery.

This clause shall not in any way effect claims of consumers under the Consumer Act and other provisions of mandatory law.

Product Liability

CUSTOMER is obliged to make use of the goods only in accordance with instruction and user manual, for that, to make intentional use of the goods and to secure that the goods are only handed over for intentional use to, respectively that the goods are put into circulation only by person familiar with the product risk. If any uncertainty as to the permitted use of the good exists, CUSTOMER is obliged to do respective written enquiries with CLI. CUSTOMER bears the burden of proof that such enquiry took place.

In case of product liability damages of the CUSTOMER´s client, CUSTOMER is obliged to immediately provide to CLI a written documentation as to the circumstances and claims. Otherwise the right for regress shall be excluded. In case of product liability damages CUSTOMER shall bear a regress liability of CLI, if CUSTOMER did not adequately inform his clients as to the specifics of the goods, or if he did not hand over the user and instruction manual or otherwise presented to his client the product safety in another way as required in consideration of the particular circumstances.

Special attributes of the goods are deemed as being agreed only if this is promised expressly and in writing.

If the good as delivered by CLI is used as a part or as a basis material of own products, CUSTOMER is in addition obliged to comply along with its own product liability obligation and with CLI product liability obligation, when putting such products into circulation.

CUSTOMER shall observe goods after having put them into circulation with respect to negative attributes and dangerous consequences of usage and shall follow the development of science and technique with respect to such goods and shall inform buyers of CLI products immediately of any defects detected.

As far as a contract is not concluded with a consumer under the Consumer Act, the following shall apply : The liability of CLI is excluded for property damages of CUSTOMER and his clients. The limitation period for claims as well as regress claims is reduced to three years. Regress claims of the client of CUSTOMER opposite CLI are excluded as far as legally permitted and restricted to the insurance coverage of CLI.

If CUSTOMER is informed by CLI or by manufacturer about a possible defect of a good and if CUSTOMER is requested to arrange for the correction of the good, CUSTOMER is obliged to immediately deliver this good upon discretion of CLI either at the place where CLI has its registered seat, a branch or to the seat of a CLI distribution or other partner. CUSTOMER is obliged with respect to the good to accept improvement attempts, exchange of the good against a good of equal kind or reversed transaction without the right to claim for compensation. If CUSTOMER does not comply with his obligation to return the good, CUSTOMER takes over full liability opposite CLI and third parties for any and all damages occurred by the good.

CUSTOMER is obliged to compensate CLI for all debts, losses, damages, costs and warranties, occurred to CLI because of non-compliance with the obligations described above.

Retention of Title

Delivered goods remain the sole property of CLI for as long as the purchase price and any default interest, reminder and collection as well as other costs are not totally paid. In case of running account retention of title is deemed as security for the CLI balance claim. If the good is processed, co-ownership shall arise in proportion of the value of the work to the value of the good.

CUSTOMER is under the following conditions entitled to sell the good to third parties :

Irrespective of the status in which the good is being resold by CUSTOMER, CUSTOMER assigns already with acceptance of the good all claims which will arise from resale to his clients and all side claims in this context to CLI. This assignment shall be notified by CUSTOMER to his client simultaneously with resale of the good and shall also be noted in the business books. Upon demand of CLI CUSTOMER shall further immediately inform CLI as to whom such goods has been resold respectively which claims arose from such resale and shall hand over to CLI any and all documents necessary to assert the claim.

CLI is entitled to inform CUSTOMER’S clients of the assignment. CUSTOMER shall indemnify CLI for any and all damages occurred because of non-compliance with this obligation. CLI expressly declares acceptance of this assignment. CUSTOMER is nevertheless entitled to collect the claims for CLI on trust. In case of payment delay of CUSTOMER, CUSTOMER is obliged to hand over any and all documents which are necessary to collect the claims, in which case the trustee relationship is deemed as revoked.

CUSTOMER shall immediately notify CLI in writing of any execution activities into the good under retention of title or into assigned claims along with transfer of all documents required for opposition.

In case of payment discontinuation, filing or opening of a bankruptcy or of an inside or outside court settlement proceeding, CUSTOMER is obliged to return all goods under retention of title to CLI at his own expense.

In case of delayed payment CLI is entitled, to dispossess from the custody of CUSTOMER all goods under retention of title. CUSTOMER will in this case not claim protection of possession and gives already consent to the removal of the goods.

Force Majeure

All circumstances beyond the will of the parties, which are unpredictable and irresistible in accordance with applicable case law precedents, are deemed as Force Majeure in the sense of this GTSD, especially but not limited to delayed delivery from preliminary suppliers, cases of Force Majeure in the tight sense of the word (e.g. war, fire, flood, earthquake), unpredictable disturbances of production, lack of energy, raw materials, intervention of authorities, transport and customer delays and work conflicts.

Miscellaneous

If single clauses of this GTSD are ineffective because of regulations under mandatory law, the commitment of the other provisions and of the contracts concluded based on this GTSD shall not be effected. The ineffective clause shall be exchanged by such an effective clause, the content of which comes as close as possible to the economical sense of the ineffective clause.

The content of all documents and information of economical, financial and technical character, which the parties of this contract provide each other according to the conditions herein respectively in context with the goods, shall irrespective of whether marked as confidential or not, deemed as confidential and handed over to a third party or copied only with consent of the other party.

Any and all agreements between CLI and CUSTOMER shall be binding only if in writing. Verbal subsidiary agreements shall be invalid. Variations and amendments of this GTSD shall be binding only if agreed in writing. The form of writing is also met through usage of facsimile.

Governing Law, Place of Fulfilment and Jurisdiction

For all disputes arising from this agreement French Law shall be applicable. Application of any convention and in particular the UN Convention of the United Nations regarding Contracts of the International Sale of Goods is excluded.

All disputes arising directly or indirectly from this agreement shall be submitted exclusively to the Tribunal des Commerce of Limoges, regardless of there being a plurality of defendants or proceedings and even for urgent or interim proceedings. CLI may nevertheless choose to bring an action before any court with jurisdiction concerning CUSTOMER.

January 2011

GENERAL PURCHASE CONDITIONs

2008-06-03T07:58:31Z

GENERAL PURCHASE CONDITIONS

Chaîneries Limousines S.A.S.

Definitions

For purposes of this General Purchase Conditions (in the following referred to as GPC) the term CLI designates Chaîneries Limousines S.A.S. and the term „SUPPLIER“, the natural person or legal entity, with whom CLI enters into commercial relationship in order to acquire goods, services or works against remuneration.

General

This GPC form an integrated part of each contract concluded between CLI and SUPPLIER. Terms which are in contradiction or complementary to this GPC are not binding for CLI, even if CLI does not contradict to such terms or if SUPPLIER declares that he is willing to deliver only in accordance with such terms.

If single clauses of this GPC or the agreement are or become ineffective, the commitment of the other provisions and of the contract concluded based on this GPC shall not be effected. The ineffective clause shall be exchanged by such an effective clause, the content of which comes as close as possible to the economical sense of the ineffective clause.

SUPPLIER shall treat the conclusion of the contract as confidential and shall use CLI as a reference in relation to third parties only with written consent of CLI.

Offers

Offers, price calculations, visits, advises and plans of SUPPLIER shall be always free of charge and unbinding for CLI, even if their taking place respectively presentation were caused by a request of CLI. SUPPLIER shall exactly observe in its offers the request of CLI and shall expressly alert CLI of any variations thereof. Bidding documents will not be returned by CLI. Samples shall be made available to CLI free of charge.

Orders

An order of CLI as well as any variation and/or amendment to an order is only valid if expressed in writing. Subsidiary agreements during conclusion of the contract and amendments of the contract after its conclusion are valid only if agreed in writing.

An order of CLI is deemed as not accepted by SUPPLIER, if CLI does not receive the written order confirmation within 14 days after the date of the order. Receipt of the goods by CLI without such an order confirmation does not release SUPPLIER from its obligation to provide such a confirmation.

Orders, agreements, subsidiary agreements, reservations, variations or amendments are valid only, if expressly accepted by CLI in writing.

Any assignment of the ordered deliveries to a third party requires the prior written consent of CLI.

Any and all letters, documents, invoices etc produced in context with an order of CLI shall be provided with the complete order number of CLI ; any correspondence not provided with this data is in cases of doubt deemed as not delivered.

If SUPPLIER forwards samples, such samples shall become the bases of the contract in respect of quality and design, if CLI does not order other quality or design attributes.

Prices

Agreed prices are deemed as guaranteed fixed prices without VAT, which include any and all expenses of SUPPLIER in context with fulfilment of the delivery or service. This does cover especially any and all costs of transport, insurance, packaging, taxes, customs duties and public fees, which incur in context with the delivery and/or service of SUPPLIER at or to the place of destination. CLI shall only bear such expenses, which are expressly stated as obligation of CLI in the order. For possible extensions or amendments of an order as well as for orders of spare parts the regulation of the main order shall be applicable.

As far as the order does not contain a different regulation, the pricing term „Free House Designated Place“, in case of a foreign supplier or in case of a delivery from abroad „DDP Delivered Duty Paid“ in accordance to the INCOTERMS 2000 shall apply.

All Prices are fixed prices, subsequent variations of prices or quantities are not permitted without express written consent of CLI.

Method of Payment

Invoices shall be issued in accordance with French law. Invoices must contain the number and date of the order and shall be delivered to CLI after delivery of the goods by mail. Copies of invoices and invoices for partial delivery shall be indicated as such. VAT must be shown separately in all invoices.

As far as no other agreement is concluded in writing, invoices will be paid within 60 days after receipt of the invoice or after 45 days after receipt of the invoice at the end of the month, or after receipt of the goods if this takes place later.

Invoices showing factual or calculative deficiencies do not cause a payment obligation for CLI until corrected in accordance with CLI and can in case of significant deficiencies also be returned by CLI within the payment period. In this case the payment period does not start prior to receipt of a corrected invoice. In case of a bad performance CLI is entitled to withdraw the total payment until proper fulfilment, whereby such withdrawal shall not lead to losing of rebates, discounts or other payment benefits.

Payments can at option of CLI be effected through cheque, bank drafts or bank transfer. Payment to a French bank along with a transfer order to SUPPLIER is deemed as payment to SUPPLIER. Any bank charges shall be borne by SUPPLIER. Cash on delivery will not be accepted.

CLI is entitled to offset claims against SUPPLIER against claims of SUPPLIER, even before the claim of CLI gets due for payment. SUPPLIER is not entitled to offset his claims against CLI against claims of CLI and is without written consent of CLI also not entitled to assign his claims against CLI to a third party or to instruct a third party with collection of such a claim.

Payment shall not be deemed as acceptance of proper delivery and thus not as waiver of CLI of possible claims because of fulfilment deficiencies, warranty guarantee or indemnity.

If partial delivery is agreed, the payment period forthe total delivery does not commence prior to the final partial delivery.

Delivery, Package, Shipment

With regard to execution, volume and partition delivery must comply exactly with the order of CLI.

Costs of an insurance of the goods, especially of conveyance insurance will not be borne by CLI.

A duly completed delivery note, expressing all data regarding the order has to be attached to all deliveries. Partial, remainder and sample deliveries must be indicated as such.

The address as stated in the order, as well as the delivery time is strictly binding. Early or partial deliveries as well as excess or short delivery are only permitted with prior written consent of CLI. Resulting costs must be borne by SUPPLIER. It is deemed especially as a partial delivery, if such delivery takes place without appropriate delivery and shipment notes or if delivery and shipment notes are incorrect or incomplete or delivered to CLI with delay. In such a case the goods are warehoused at risk and expense of SUPPLIER. The goods are also rejected by CLI, if they do not comply with the specifications in the order.

The delivered goods must be packaged customary and appropriate.

If shipment regulations or shipment conditions are missing, respectively if exceptionally delivery ex stock or ex work has been agreed, the most beneficial shipment or delivery type in favour of CLI has to be chosen.

SUPPLIER is obliged to issue on time movement certificates in accordance with French laws and regulations, if applicable appropriate certificates of origin, as well as all other product certificates and product documents. SUPPLIER must compensate CLI for any and all damages, incurred because of not proper presentation of aforesaid documentation.

Common French Standards as applicable to a certain delivery, in France applicable German Industry Standards and other technical regulation common in context with an order of the type issued by CLI must be met by SUPPLIER.

In the event of disposal of transport packaging by CLI or a customer of CLI, SUPPLIER is obliged to reimburse any such expenses.

Time Limits, Delivery Date, Contract penalty

The stipulated delivery period shall be calculated from the date expressed on the CLI order. Should SUPPLIER for whatever reason not be able to meet the agreed delivery period, SUPPLIER must immediately and in due time inform CLI in writing in this respect and must also notify the reason and the anticipated delay. Such a notification does in no way affect the responsibility of SUPPLIER for fulfilment of the contract in due time.

In case of a default of SUPPLIER, CLI is entitled, at option of CLI, to insist on fulfilment of the contract and demand compensation of any delay-damage or in the event of a significant delay declare rescission of the contract also without granting of a period of grace and demand compensation of all damages caused by non-fulfilment.

If an installation or assembly or if a service is connected to the delivery, delivery takes place on-time, if it such a delivery is supplied in due time in a ready for acceptance test condition.

In case of a delivery delay, CLI is further without obligation to prove resulting damages, entitled to charge SUPPLIER for each week commenced 1% of the total price of the order as liquidated damages. Assertion of a damage increasing the total amount of liquidated damages is permitted, even if CLI took over a delayed partial delivery without objection.

If fulfilment of the contract is prevented by Force Majeure, CLI is entitled to withdraw from the contract in total or partially or to insist on fulfilment of the contract at a later date, without additional claims of SUPPLIER because of this delay.

Risk Taking, Retention of Title

CLI does not accept retention of title by SUPPLIER including an extended retention of title (e.g. : retention of title under advance assignment). CLI does acquire full and unlimited ownership of all goods with delivery respective taking over of the goods by CLI.

Risk taking is regulated in accordance with the agreed Incoterms (see paragraph regarding “Prices” above).

Assignment

SUPPLIER shall assign or pledge its rights under the agreement in total or partial to third parties only with prior written consent of CLI.

Documentation, Confidentiality

Documents (e.g. drawings, plans, drafts and makeshifts) or workshop facilities, which are provided to SUPPLIER by CLI, shall remain unrestricted property of CLI. SUPPLIER must keep on his own costs in diligent custody, maintain, keep in good condition, replace in case of abrasion and insure against any sort of damage any and all workshop facilities, which are property of CLI.

Any and all workshop facilities, which are property of CLI, must be treated as confidential and shall not be copied or published or otherwise handled in a way that third parties get access nor hall they used for other purposes as agreed, without prior written consent of CLI. As soon as such items are not required any longer for fulfilment of the order, SUPPLIER shall return them immediately into the free possession of CLI.

SUPPLIER is obliged to keep confidential any and all commercial, technical information and documents, which he became aware of through this agreement and which are not publicly available, and shall use such items exclusively for performance of the ordered deliveries. SUPPLIER shall oblige in this sense any sub-contractor.

Any supplied materials remain in property of CLI and shall be used by SUPPLIER only for performance of the services and or deliveries ordered by CLI. In case of belabouring or processing of such material, CLI acquires joint property in proportion to the value of the supplied material. If supplied material is processed in such a way that the items of SUPPLIER have to be deemed as the main part, it is still agreed that CLI shall acquire joint property with the time of production.

This regulation shall also be applied to workshop facilities and documents, which are provided to SUPPLIER for the purpose of elaborating of offers. This facilities and documents shall be totally returned to CLI after elaborating of the offer.

Warranty

SUPPLIER guaranties, that the contract goods keep the quality and attributes as expressly specified or as promised in another way or as generally assumed for a period of at least 24 months after delivery and that the contract goods and services are in compliance with all relevant regulations and that they have the fitness for the intended requirement.

The warranty obligation of SUPPLIER covers all delivered goods, even if such goods or parts thereof not produced by SUPPLIER. After removal of a defect and after each attempt for removal by SUPPLIER the warranty period shall commence again. The warranty period shall be interrupted by each written defect notification.

If a contract good is defect, CLI is – even if the defect is of a minor sort – at its own option entitled to either immediately demand substitution or correction or price reduction and compensation of all damages instead of correction. If SUPPLIER does not or not in due time comply with such a demand for substitution, correction, price reduction or damage compensation, CLI is entitled to rescind from the contract.

SUPPLIER herewith expressly waives his objection of delayed defect notification. A defect notification can in this sense be raised any time until the end of the warranty period. The period provided by law for institution of legal proceedings shall commence at the end of the warranty period.

Confirmations regarding receipt of goods issued by CLI shall not be deemed as a confirmation that the goods are free of any defects respectively as confirmation that the goods are finally taken over. Taking over of the goods and any examination with regard to quantity and condition and visible defects will take place within an appropriate period after receipt of the goods. A period of at least 6 weeks shall be deemed as appropriate.

In urgent cases, in cases of any threat of immediate damage, if SUPPLIER declines correction and/or substitution, CLI is entitled – without regard to the further liability of SUPPLIER - to let any defects be corrected at costs of SUPPLIER.

If a defect is based on an incident, which is caused by negligence of SUPPLIER, or if an attribute of the contract good is missing, which has been expressly guaranteed, SUPPLIER shall be liable also for any subsequent damages, which incur from the use of the contract good. SUPPLIER will in this respect release CLI also from any respective third party claims.

Compensation, Product Liability

SUPPLIER is obliged to keep CLI harmless against third party claims filed in accordance with Product Liability Regulations as far as the defectiveness of the good is caused by negligence of SUPPLIER or a Sub-Supplier of SUPPLIER. SUPPLIER is further obliged to provide to CLI all information, which is appropriate for delivery of faultless good (warnings, approval regulation etc).

If SUPPLIER subsequently receives information about circumstances, which could cause a product fault in the sense of Product Liability Regulations, SUPPLIER must notify CLI of such circumstances immediately. Restrictions of whatever sort regarding the liability of SUPPLIER under Product Liability Regulations as well as restrictions of whatever sort regarding the compensation claims of CLI under Product Liability Regulation are not accepted.

In addition CLI is entitled to demand from SUPPLIER compensation of any damage caused by the negligence of SUPPLIER, including of loss of profit. SUPPLIER shall keep CLI harmless against any and all third party claims based on warranty or damage compensation and shall reimburse any and all costs which incurred to CLI in context with defence measures against any such claims. This does also apply to any patent, trademark or copyright dispute arising in context with contract good.

Form

Variations and Amendments of this GPC as well as of the other contractual arrangements are valid only if in writing. The same shall apply for any change as to this requirement of Written Form.

Jurisdiction and Applicable Law

For all disputes arising from this agreement French law shall be applicable. Application of any convention and in particular the UN Convention of the United Nations regarding Contracts of the International Sale of Goods is excluded.

All disputes arising directly or indirectly from this agreement shall be submitted exclusively to the Tribunal de Commerce of Limoges, regardless of there being a plurality of defendants or proceedings and even for urgent or interim proceedings. CLI may nevertheless choose to bring an action before any court with jurisdiction concerning SUPPLIER.

January 2011