WEBSITE FOR PROFESSIONNAL ONLY

+33 (0)4 68 55 51 55

contact@extrem-vision.com

WEBSITE FOR PROFESSIONNAL ONLY

logo extrem'vision
Language

General Terms and Conditions of Sale (G.T.C.)



1 | APPLICATION AND OPPOSABILITY OF GENERAL TERMS AND CONDITIONS OF SALE

1.1. These General Terms and Conditions of Sale (hereinafter the "GTC") apply in their entirety to all sales of products or services carried out by the company EXTREM’ VISION PERPIGNAN (RCS Perpignan B 407 493 592) (hereinafter the "Company EXTREM’ VISION"), systems integrator for high-stress environments (military, audiovisual and/or industrial applications) (hereinafter the "Products") concluded with professional clients located in France and/or abroad (hereinafter the "Client(s)"). They cancel and replace any previous version. The GTC are communicated to any Client upon request. The Company EXTREM’ VISION reserves the right to modify these GTC and will inform the Client by any means. In this case, the modifications apply to any order of Products placed after the information provided by the Company EXTREM’ VISION to the Client.

1.2. In accordance with the provisions of article L. 441-1 of the Commercial Code, these GTC constitute the sole basis for commercial negotiation between the Company EXTREM’ VISION and the Client. They prevail over any terms of purchase or any other document from the Client, regardless of their form and terms. No particular condition can, without the formal and written acceptance of the Company EXTREM’ VISION, prevail over these GTC. All contrary conditions stipulated by the Client will therefore, in the absence of express acceptance, not be enforceable against the Company EXTREM’ VISION, regardless of when they may have been brought to its attention.


2 | ORDERS

2.1. Any order for Products must be transmitted to the Company EXTREM’ VISION by mail, email (e-mail), or any other electronic means (Electronic Data Interchange - EDI). Any order for Products, even when directly taken by a representative of the Company EXTREM’ VISION, becomes definitive only after the written confirmation by the Company EXTREM’ VISION of this order, its price, and its terms of execution and delivery times (hereinafter the "Order Confirmation"). Consequently, once the Order Confirmation is sent by the Company EXTREM’ VISION, the order for the Products becomes firm and definitive. Notwithstanding the above provisions, the Company EXTREM’ VISION agrees to consider modifications to orders provided they are notified by the Client, by email with acknowledgment of receipt, no later than forty-eight (48) hours following the Client's receipt of the Order Confirmation. Beyond the aforementioned deadline, no modification and/or cancellation of the order will be accepted by the Company EXTREM’ VISION.

2.2. The acceptability of the order for Products is subject to their material availability. Therefore, any temporary or definitive material unavailability of the Products ordered by the Client thus prevents the Company EXTREM’ VISION from taking the order into account.

2.3. The acceptability of the order for Products is also subject to the application of accreditation rules and procedures governing export control by the competent state authorities, on the one hand, as well as to the restrictions applicable to the country(ies) where the said Products are to be delivered or used, on the other hand.

2.4. The Company EXTREM’ VISION reserves the right to discretely refuse any order that does not comply with international rules for the exchange of goods and cannot be held responsible for delivery delays resulting from the application of these regulations. The Company EXTREM’ VISION reserves the right to request from the Client the production of supporting documents relating to export licenses. In the event of non-presentation of these documents, the Company EXTREM’ VISION may cancel the order automatically and without notice, without any financial compensation.

2.5. The Company EXTREM’ VISION will specify the delivery times during the Order Confirmation, in accordance with Article 3.2 below.


3 | DELIVERY OF PRODUCTS AND TRANSFER OF RISKS

3.1. Unless otherwise stipulated on the Order Confirmation, the delivery of the Products is made according to the Incoterm "Ex Works" (EXW - Incoterm 2010). Therefore, from the moment the Products are made available to the Client or any carrier in the premises of the Company EXTREM’ VISION, the Client bears the risk associated with the Products.

3.2. Delivery times are determined by the Company EXTREM’ VISION based on the availability of the Products and procurement constraints, and are indicated to the Client during the Order Confirmation. The communicated deadlines are purely indicative unless otherwise agreed; their exceeding cannot in any case lead to penalties for delay, damages, deductions, or cancellation of the order. In accordance with the provisions of Article L. 442-1 of the Commercial Code, the Client cannot unilaterally, without the agreement of the Company EXTREM’ VISION, and in any case, without demonstrating the actual damage suffered, suspend payments or make any compensation with sums due to the Company EXTREM’ VISION for alleged delivery delays, such practice being deemed to create a significant imbalance in the rights and obligations of the parties. Similarly, the liability of the Company EXTREM’ VISION cannot be engaged for any reason whatsoever, and no penalty or damages can be imputed to it in the event of a delivery delay due to force majeure within the meaning of the Civil Code, French case law, and these GTC.

3.3. Any modification of the order accepted by the Company EXTREM’ VISION under the above conditions will necessarily result in an extension of the delivery times. In any case, delivery within the deadlines can only occur if the Client is up to date with all its obligations to the Company EXTREM’ VISION.

3.4. The delivery of the Products cannot be postponed at the request of the Client without the express and prior agreement of the Company EXTREM’ VISION. In the event that the Client delays or refuses to take delivery of the Products on the agreed-upon day, the Client will bear all the expenses necessary for the transport, redirection, and/or storage of the Products incurred by the Company EXTREM’ VISION for this purpose.

3.5. Commission/conversion fees outside the Eurozone and/or bank transaction fees are the responsibility of the Client.


4 | PRICE OFFER

4.1 The prices and descriptions of the Products offered by the Company EXTREM’ VISION are communicated to the Client through a Price Offer, a Product Technical Sheet for range Products or in the Development File for specific Product developments (Article 8 below) or in the documentary file provided for in a state framework agreement, if applicable. These prices are determined and justified in accordance with the provisions of Article L. 443-4 of the Commercial Code. Unless otherwise specified in a quote, the Products are invoiced based on prices in effect at the time of receipt of each order. For any request for manufacturing a specific Product not included in the Company EXTREM’ VISION catalog according to Article 8 of these GTC, the Company EXTREM’ VISION establishes and communicates to the Client an offer adapted to the specifications provided by the specifications established by the Client.

4.2 Prices are quoted in euros (€) and are exclusive of taxes. Delivery costs are invoiced "ex works."

4.3. Unless otherwise specified during the Order Confirmation, the prices are inclusive of standard packaging costs for the Products, excluding special packaging and specific packaging requested by the client.

4.4. Any tax, duty, rights, or other fees to be paid, in accordance with French regulations or those of an importing country or a transit country, are the responsibility of the Client.

4.5. The Company EXTREM’ VISION reserves the right to modify its prices at any time, subject to a notice period set, unless otherwise agreed, at thirty (30) calendar days, notably to take into account the evolution of its costs in the manufacture of its Products, such as, but not limited to: fluctuations in labor costs, exchange rates, or the increase in the cost of raw materials. In this case, the new prices will apply to any new order placed by the Client after the expiration of the aforementioned notice period.


5 | PAYMENT

5.1. Invoices are payable in euros (€) at the registered office of the Company EXTREM’ VISION: Espace OPTIMUS - 3 avenue Gustave Eiffel - Rivesaltes (66000). Only the effective availability of funds in any bank account of the Company EXTREM’ VISION constitutes payment within the meaning of this article.

5.2. Unless otherwise agreed, full payment must be made before delivery according to the following terms: - Payment of a 30% deposit upon Order Confirmation, - Settlement of the balance before the agreed-upon delivery deadline.

5.3. In accordance with the provisions of Article L. 442-1 of the Commercial Code, payments cannot be suspended or subject to any compensation without the prior and express agreement of the Company EXTREM’ VISION and, in any case, without demonstrating the actual damage suffered by the Client in the event of alleged delivery delay or non-conformity, regardless of the terms and conditions stipulated in the documents and purchasing conditions of the Client. Consequently, any unauthorized compensation or suspension of payment will be considered by the Company EXTREM’ VISION as a payment delay within the meaning of this article.

5.4. For any delay in payments, the Company EXTREM’ VISION may, as of right and without prior notice: - A penalty based on the remaining amounts due equal to ten (10) times the applicable legal interest rate automatically applicable at the due date of the invoices. - A flat-rate indemnity for recovery costs in the amount of forty euros (€40); - Without prejudice to the right of the Company EXTREM’ VISION to immediately suspend any ongoing order, to demand cash payment for any new order, to make all debts not yet due from the Client due and/or to claim damages for the prejudice suffered due to the payment delay. Any claim regarding invoice items must be notified to the Company EXTREM’ VISION in writing within forty-eight (48) hours of receipt. After this period, the invoicing items are deemed accepted by the Client.

5.5. No discount is granted for cash or early payment, if applicable.


6 | PRODUCT USAGE CONDITIONS / MAINTENANCE

The Products are described in terms of their specifications and qualities on the website www.extrem-vision.com, in commercial documents, and user manuals as disseminated by the company EXTREM’ VISION. This information may be modified without notice by EXTREM’ VISION. The Customer will implement any useful and necessary precautions to not alter the quality of the Products. In this regard, the Customer undertakes, in particular, to strictly comply with the usage indications and recommendations formulated by the company EXTREM’ VISION, especially in the documents accompanying the delivery of the Products (user manual).

EXTREM’ VISION cannot be held responsible, on any grounds whatsoever, for any defect in the Product arising from its use contrary to the provisions of this article, contrary to the specifications mentioned by EXTREM’ VISION in the Product's user manual, and the applicable regulations concerning the nature of the Products, if any.


7 | COMPLIANCE – HIDDEN DEFECTS – WARRANTIES – RETURNS

7.1. Verification of the condition of goods upon receipt

The Products in the range manufactured and marketed by the company EXTREM’ VISION comply with the regulations and standards applicable to them within the scope of their intended use. The condition, compliance, absence of apparent defects, quantity, and quality of the Products must be verified by the Customer upon their delivery, with the costs and risks associated with this verification borne by the Customer. As the Products travel at the Customer's risks and perils, to preserve recourse against the carrier in accordance with Articles L. 133-1 to L. 133-3 of the Commercial Code, the Customer is required (i) to report any complaints, reservations, or disputes on the delivery note or transport receipt with the references and quantities of the Products concerned and (ii) to confirm these by extrajudicial act or by registered letter with acknowledgment of receipt to the carrier, no later than three (3) days following the receipt of the Products.

7.2. Product Compliance

It is recalled that the condition and compliance in quality and quantity of the Products must be checked by the Customer upon receipt of the Products within 48 hours, the delivery date or the date of receipt at the EXTREM’ VISION site of the Product by the Customer. Consequently, the unconditional signing of the delivery note for the Products constitutes an outright acceptance and without reservation of the delivery, the compliance in quality and quantity of the Products, and their packaging. In any case, to be considered by EXTREM’ VISION, any claim, reservation, or dispute concerning the compliance in quality and/or quantity of the Products must be transmitted to EXTREM’ VISION by registered letter with acknowledgment of receipt, no later than fourteen (14) calendar days following the receipt of the Products. After this strict deadline, the Customer cannot invoke the warranty of conformity of the Products or oppose it in a counterclaim to defend himself in the event of legal action brought against him by EXTREM’ VISION for non-performance of the sales contract. In any case, regardless of the time limits for claims, the implementation of the conformity warranty within the meaning of this article cannot take place if the Products concerned have been installed, assembled, modified, and/or incorporated into other goods or elements of any kind, in any manner whatsoever.

7.3. Warranty for Hidden Defects

Hidden defects for which the warranty of Products sold by EXTREM’ VISION can be invoked must exist at the time of transfer of risks. Consequently, the Customer must provide any justification as to the reality and existence of the hidden defects noted prior to the transfer of risks. To invoke the warranty for hidden defects within the meaning of this article, the Customer must imperatively: - Exercise their warranty claim within twelve (12) months following the date of availability of the products communicated by EXTREM’ VISION, - Provide any justification as to the reality of the invoked hidden defect, by registered letter with acknowledgment of receipt, no later than seven (7) calendar days from the discovery of the defect. Failing to comply with the aforementioned deadlines, the Customer cannot invoke the warranty for hidden defects or oppose it in a counterclaim to defend himself in the event of legal action brought against him by EXTREM’ VISION for non-performance of the sales contract. It is noted that no warranty applies to data carriers (SD card, SSD, etc.), nor to consumable items, in particular, but not limited to: screws, seals, battery, cable, bulb. Any extension beyond the 12-month warranty period may be billed to the Customer. The extension of the warranty will only apply if the Product has been subject, if applicable, to annual maintenance invoiced by EXTREM’ VISION.

7.4. Defective Products

EXTREM’ VISION cannot be held liable on the basis of the liability for defective Products provided for in articles 1245 and following of the Civil Code, for damage caused to property that is not used by the victim for their personal use or consumption.

7.5. Product Returns

Any return of non-compliant Products, presenting a hidden defect or any defect, regardless of the legal basis of the claim, must be the subject of an express, prior, and written agreement from EXTREM’ VISION and is in any case subject to compliance with the procedure, deadlines, and rules referred to in articles 7.1 to 7.4 above. EXTREM’ VISION reserves the right to carry out any on-site observation and verification of the alleged grievances directly or through an authorized representative. Consequently, the Customer is required to keep the Products as they are and must grant EXTREM’ VISION or its representative any facility to make the necessary and useful observations and verifications, refraining from intervening themselves or having any third party intervene on the Products. In the event of acceptance by EXTREM’ VISION according to the aforementioned modalities and whatever legal basis invoked by the Customer (non-compliance, hidden defect, defect, etc.), the return of the Products and the liability of EXTREM’ VISION will be strictly limited to the replacement of the concerned Products by identical or similar Products, i.e., substitutable for those ordered, of the same quality, and fulfilling the same intended functions. Consequently, and unless otherwise agreed, it is expressly agreed that the Customer cannot claim, in addition to the replacement of the Products, the payment of compensation, damages, deductions, and/or penalties of any kind for the returned Products. Likewise, in accordance with the provisions of article L. 441-10 of the Commercial Code, the procedure and rules referred to above concerning the verification of the condition and compliance of the Products cannot have the effect of either extending the duration or postponing the start of the payment deadline, so the Customer must in any case fulfill their payment obligation in accordance with these GTC. Unless otherwise agreed, in the event of necessary return of the Products to EXTREM’ VISION, the transport is at the Customer's expense.

7.6. Limitation of Liability

It is expressly recalled and agreed that under any circumstances, no Product can be subject to return and replacement, and the liability of EXTREM’ VISION cannot in any case be sought, whatever the legal basis invoked by the Customer (non-compliance, hidden defect, defect, etc.): - In case the Customer exceeds the strict deadlines provided in articles 7.2 (for non-compliance) and 7.3 (for hidden defects); - If EXTREM’ VISION has not been enabled by the Customer to control the alleged non-compliance and/or hidden defect; - If the Products have been stored, handled, used, and maintained in conditions contrary to the recommendations formulated by EXTREM’ VISION.


8 | CUSTOM WORK / CUSTOM PRODUCTION / INSURANCE

EXTREM’ VISION and the Customer may agree on specific developments, according to a precise specification. Said specification is drawn up by the Customer, under their responsibility, based on which a financial offer will be formulated by EXTREM’ VISION. EXTREM’ VISION is obligated to a duty of means in the context of providing a service aimed at establishing a Study File or providing a study demonstrator, at the Customer's request. It is agreed that the certification of standardization is the responsibility of the Customer in the context of the realization of the Study File or the provision of a study demonstrator by EXTREM’ VISION, unless a standardization mission has been stipulated in the specification. Any equipment stored by the Customer on EXTREM’ VISION's premises obliges the Customer or the owner to take out an appropriate, valid, and effective insurance policy. EXTREM’ VISION cannot in any case be held liable, to the Customer or a third party, for direct or indirect damages that may be caused in this context.


9 | INTELLECTUAL AND INDUSTRIAL PROPERTY

The Customer is expressly informed that the Products manufactured and marketed by EXTREM’ VISION are protected by a set of intellectual and/or industrial property rights within the meaning of the Intellectual Property Code and in particular, without limitation: processes, project studies, patents, plans, designs and models, trademarks, logos, copyrights, distinctive signs, know-how, all of which belong in full to EXTREM’ VISION (hereinafter the "Intellectual Property Rights"). Consequently, and unless specifically and previously agreed upon by EXTREM’ VISION, the Customer undertakes not to use, reproduce, disseminate, exploit, modify, correct, and/or infringe in any way, including by any third party, the Intellectual Property Rights belonging to EXTREM’ VISION.


10 | RETENTION OF TITLE CLAUSE

The transfer of ownership of the Products sold is subject to the full payment of the price by the Customer, notwithstanding the rules relating to the transfer of risks referred to in Article 3.1 above. Payment shall mean the settlement of the price of the Products, the costs associated with the sale, and interests. Payments will be allocated primarily to the oldest sales. In the event of non-payment within the specified timeframes, EXTREM’ VISION reserves the right to take back all the delivered Products, without prejudice to any legal proceedings it may decide to initiate. The Products remaining in any case movable property, in the event of default in payment, the Customer must, at their own expense and risk, return the unpaid Products upon request from EXTREM’ VISION by registered letter with acknowledgment of receipt or by email, without this resulting in the waiver of any rights, the Products in stock at the Customer’s being presumed to be the unpaid ones. The Customer must, by any legal means, oppose any claims that third parties might make on the Products sold by means of seizures, confiscation, or equivalent procedures.


11 | FORCE MAJEURE – UNFORESEEABILITY

The liability of EXTREM’ VISION cannot under any circumstances be engaged in the event of the occurrence of a force majeure event preventing the performance of its obligations under these GTC. In addition to cases of force majeure within the meaning of the definition of the Civil Code and those usually recognized by French jurisprudence, are expressly considered as force majeure events, without this list being exhaustive: Wars, riots, natural disasters, floods, fires affecting all or part of the premises of EXTREM’ VISION or its own suppliers, strikes affecting all or part of the staff of EXTREM’ VISION or its own suppliers, embargoes, government and/or legal restrictions, malfunctions in the means of transportation and/or in the means of supply of the Products and/or raw materials by EXTREM’ VISION or its own suppliers. In the event that a force majeure event and/or its consequences persist for more than sixty (60) consecutive calendar days, each Party may terminate the sale by registered letter with acknowledgment of receipt, without liability on either side. Furthermore, the Customer expressly acknowledges and agrees that they cannot unilaterally impose on EXTREM’ VISION a renegotiation and/or a conventional or judicial revision of the sales conditions (in particular, price conditions) on the grounds of an unforeseeable change in circumstances at the time of concluding the sale. Consequently, the Customer expressly declares to assume the risk of any consequences that may be linked to a more costly performance of the sales contract due to an unforeseeable change in circumstances at the time of concluding the sale, thereby automatically waiving the provisions of Article 1195 of the Civil Code and associated jurisprudence.


12 | PROCESSING OF PERSONAL DATA

The Customer is informed that personal data and related processing are subject to the legal and regulatory provisions of the Data Protection Act of January 6, 1978, as amended, and the General Data Protection Regulation (GDPR) of April 27, 2016, No. 2016/679. In accordance with the principle of minimization, the data collected is subject to computer processing, necessary for the input, transmission, and processing of the request within the framework of the business relationship but also for financial relationship management, security, prevention of defaults, fraud, and recovery. The data is kept and processed for the duration necessary for the achievement of the intended purpose without exceeding the duration of the business relationship increased by prescription periods and after exhaustion of legal remedies. In accordance with the aforementioned legal provisions, the Customer may at any time and free of charge access the information concerning them (benefiting from a right to portability, a right to limitation, a right to rectification, a right to erasure, a right to object to their use for legitimate reasons) by writing a simple letter, providing proof of identity, to the headquarters of EXTREM’ VISION. EXTREM’ VISION undertakes to take measures and implement all technical means necessary to ensure and maintain the security, integrity, and confidentiality of personal data.


13 | ETHICS AND COMPLIANCE

The Customer declares that they will comply with all current legal provisions relating to corruption, influence peddling, or favoritism, in particular arising from Law No. 2016-1691, known as "Sapin II" of December 9, 2016. The Customer declares and acknowledges that no funds will be directly or indirectly promised or paid to a public official or used to finance an advantage, for the purpose of influencing an act or a decision falling within the functions of that public official, or causing that public official to use their influence on any other public official. The Customer cannot in any case offer or provide, directly or indirectly, any pecuniary or other advantage to a representative of the State, a representative of an international public organization, a political party, an employee or agent of a private company, a lending institution or a bank, in order to obtain or maintain a commercial transaction.


14 | DISPUTES-COMPETENT JURISDICTION

The sales of Products and Services made by EXTREM’ VISION in accordance with these GTC are governed by the provisions of French law. Any contractual or extra-contractual disputes relating to these GTC and the sales they govern (including the existence, opposability, validity, interpretation, execution, and/or non-performance of these GTC) will be submitted to the Commercial Court of Perpignan and/or to the competent jurisdictions located within the jurisdiction of the registered office of EXTREM’ VISION, even in the event of summary proceedings, incidental claims, third-party notices, or multiple defendants.

Version 06-2021