GENERAL TERMS AND CONDITIONS

GOVERNING AGREEMENT

These Terms and Conditions constitute the entire agreement between Aquineuro SAS and customer and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding the transactions contemplated hereunder. Customer’s additional or different terms and conditions or any provision or condition of Customer’s order which is in any way inconsistent with these Terms and Conditions shall not be applicable hereto or binding upon Aquineuro SAS. If Customer objects to any terms or conditions herein, such objection must be in writing and received by Aquineuro SAS at the address stated on the face hereof prior to commencement of performance by Aquineuro SAS. Retention by Customer of any products delivered by Aquineuro SAS hereunder shall be conclusively deemed to be an acceptance of the Terms and Conditions hereof. The failure by Aquineuro SAS to object to provisions contained in any communications from Customer will not be a waiver of the provisions hereof.

CUSTOMIZED PRODUCTS

In case of development of customized products, Aquineuro SAS exclusively guarantees the execution in compliance with the specifications provided by the Customer. If the final product does not fit the specifications or the tolerance agreed in the Purchase Order, the Customer may ask Aquineuro SAS either to issue a credit note, or to make the adjustments needed to fit the specifications and tolerances.

The Customer shall provide as many details as possible for Aquineuro SAS to produce the Customized Product , in a bill of specifications. Aquineuro SAS will not be considered as responsible for any missing point from the Customer’s bill of specifications. A complementary quote to develop any additional feature may be proposed by Aquineuro SAS to its sole discretion.

WARRANTY

Aquineuro SAS’s products are guaranteed to perform per advertised specifications and are covered against material, manufacturing or design defects for one (1) year after the date of delivery. This warranty does not cover consumables like batteries, electrodes, thermocouples, fuses etc nor sensors (force, temperature, infrared) in case of overload or wear related to misuse or non-conform use. Within that period, Aquineuro SAS will take back the faulty parts for inspection and repair or replace or refund following the established procedure under an RMA form. This policy does not apply to products that have been subject to misuse, neglect, accident or modification, to products that have been fixed/mounted or altered during their assembly with other products, or are otherwise not capable of being tested or to products that have interfaced with unapproved or incompatible third party software, equipment, tools or components. As for the items that are re-sold by Aquineuro SAS, the applicable warranty and terms and conditions are those of the original manufacturer, as contracted by Aquineuro SAS.

Aquineuro SAS makes no warranty, either expressed or implied with respect to any product, and specifically disclaims all other warranties, including warranties for merchantability, non-infringement, and fitness for any particular purpose. Aquineuro SAS’s sole obligation and liability for product defects shall be, at Aquineuro SAS’s discretion, to replace such defective product or refund to customer the amount paid by customer therefore. In no event shall Aquineuro SAS’s liability exceed the buyer’s purchase price.

In no event shall Aquineuro SAS be liable to the buyer or to any third party for any indirect, incidental, special, consequential, punitive or exemplary damages (including, but not limited to, lost profits, lost savings, or loss of business opportunity) arising out of or relating to any product or service provided or to be provided by Aquineuro SAS, or the use or inability to use the same, even if Aquineuro SAS has been advised of the possibility of such damages.

INFRINGEMENT DISCLAIMER

Notwithstanding of any applicable version of the Uniform Commercial Code or any other similar law, or any purchase order term, other contractual provision or the like from the buyer, Aquineuro SAS: (i) expressly disclaims any and all warranties against third party claims for infringement or the like, and (ii) shall have no obligation of any kind to the buyer for claims brought by third parties against the buyer for infringement or the like arising out of or in any way related to product purchased by the buyer from Aquineuro SAS.

APPLICABLE TAXES

As a French company, Aquineuro SAS will not charge any taxes other than French national sales taxes.

ORDER CONFIRMATION AND ACCEPTANCE

Upon receipt, all orders are reviewed and shall be subject to acceptance by Aquineuro SAS and orders shall be considered as accepted only after a confirmation has been issued, normally within 48 hours.

DELIVERY DATES

The quoted and confirmed lead times are an estimation based on the availability and production schedule at the moment of issuance. While Aquineuro SAS strives and makes every reasonable effort to meet the estimated delivery date indicated on the quotation

and/or confirmation, these dates remain subject to change. In a case of delay, Aquineuro SAS will inform the Customer as soon as possible and offer an alternative date or solution. However, Aquineuro SAS is not liable for any loss whatsoever that a delay in production or shipment may cause to the Customer.

PACKING, DELIVERY

All goods are shipped in standard commercial packaging deemed sufficient by Aquineuro SAS with DAP (Delivery At Place) Incoterm. Aquineuro SAS takes an additional insurance for the shipping of its products. In case a delay or the loss of the products is reported by the shipping company, Aquineuro SAS cannot be considered as responsible of any adjournment of the delivery. Aquineuro SAS will inform the Customer as soon as possible and offer an alternative date or solution. Orders once confirmed are delivered at the indicated price. Check your packages carefully upon receipt, check the packaging, and make specific reservations immediately with the carrier if necessary, taking photos of damaged packages and refusing them if necessary.

Retention of title

The company Aquineuro SAS retains ownership of the goods sold until full payment of the price, in principal and in accessories. In this regard, if the buyer is subject to a receivership or liquidation, Aquineuro SAS reserves the right to claim, in the context of the collective proceedings, the goods sold and remaining unpaid.

PAYMENT TERMS

The prices indicated on the Estimates and Order Acknowledgments are negotiated prices excluding VAT, based on a currency exchange rate that may be indicated on the estimate. We reserve the right to adjust these prices if the change in rates exchange rate exceeds the limit by +/-2% on the date of the order confirmation.

The payment is made exclusively by bank transfer. Orders are payable within 30 days net. The first order from a private organization is always prepaid.

SUBSTITUTIONS, MODIFICATIONS

The acceptance of any, full or partial, modification or substitution to the Purchase Order which has been confirmed and/or is already in production, is to Aquineuro SAS’s discretion. If accepted, the order may be subject to additional charges or delays.

RETURN OF PRODUCTS

Claim on the product defect must be made within the indicated warranty. All returns must be approved by Aquineuro SAS and made with the RMA form issued by Aquineuro SAS along with the return instructions. Otherwise, the returned goods will be refused and warranty void.

If the buyer observes a non-conformity of the order (different reference from that ordered, missing goods, etc.) or a defective product, the complaint must reach us no later than 48 hours after receipt of the package and before use. equipment. If the problem is proven, the buyer will then have the possibility of claiming the replacement of the missing or defective product. A credit note will be issued if the merchandise is no longer available.

Any complaint notified after these deadlines is worthless. Returns must be made with an agreement number provided by Aquineuro SAS. Any equipment in potential contact with animals must be certified to us as decontaminated before its return. The shipping costs for the return of the products are the responsibility of the buyer.

TERMINATION AND CANCELLATION

If Customer terminates this Agreement in whole or in part, before full completion thereof, it must provide written notice of termination to Aquineuro SAS. In such event, Customer shall be liable for termination charges, which shall include a price adjustment based on the quantity of products actually delivered, stocking charges and all costs, direct and indirect, incurred and committed for this agreement together with an allowance for pro-rated expenses and anticipated profits.

FORCE MAJEURE

Neither party shall be held responsible for any delay or failure in performance of any part of the agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of nature, or other similar causes beyond its control and without the fault or negligence of the delayed or non performing party or its subcontractors (“Force Majeure Conditions”). If any Force Majeure

Condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, stating the nature of the Force Majeure Condition and any action being taken to avoid or minimize its effect. The party affected by the other’s delay or inability to perform may elect to: (1) suspend this agreement for the duration of the Force Majeure Condition and/or (2) when the delay or nonperformance continues for a period of at least fifteen (15) days, terminate, at no charge, this agreement or the part of it relating to products not already delivered. Unless written notice is given within forty-five (45) days after the affected party is notified of the Force Majeure Condition, (1) shall be deemed selected.

GOVERNING LAW

This agreement and any sales thereunder shall be deemed to have been made in France, and shall be construed and interpreted according to the laws of France (Court of jurisdiction : Bordeaux).

MODIFICATION / ACCEPTANCE

Acceptance by Customer of this agreement by acknowledgment, shipment or other performance shall be unqualified, unconditional and subject to and expressly limited to these Terms and Conditions. Aquineuro SAS shall not be bound by terms additional to or different from those in this agreement that may appear in Customer’s acknowledgment, invoices or in any other communications from Customer unless such terms are expressly agreed to in writing signed by Aquineuro SAS. Pre-printed provisions on the reverse side of any orders and all provisions on Customer’s forms shall be deemed deleted.

ASSIGNMENT

This agreement shall be binding upon and endure to the benefit of the parties and their successors and assigns of the entire business and goodwill of either Customer or Aquineuro SAS or of the part of the business of either used in the performance of this agreement,

but shall not be otherwise assignable by Customer.

RELEASE OF LIABILITY

All information provided on this website and linked pages are provided “as is” and without warranty of any kind, either expressed or implied, with respect to Aquineuro SAS, its products or services. The information published on this website, as well as the services, specifications, availability and prices of the products are subject to change without notice and at any time.