GENERAL CONDITIONS OF USE AND SALES

FRANCE DISTRIBUTION

GENERAL CONDITIONS OF SALES OF THE COMPANY SCANCUBE/ALTAWAK DISTRIBUTOR FOR FRANCE OF THE SCANCUBE PRODUCTS

1 - APPLICATION AND ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE COMPANY Altawak
1.1 - These general conditions of sale govern the implementing rules of any sale of any product and service delivery by the company Altawak. They are applicable in their entirety to any contract between the company Altawak and its customers in France or abroad, regardless of the place of delivery. Without the express consent of the company Altawak, any condition contrary to these general conditions of use and sales imposed by the client in its general conditions of purchase or any other document, will be non-invocable to the company Altawak.
These general conditions of use and sales lead any other opposite clause, even in the absence of protest from the company Altawak, and whatever time the company Altawak will become aware of the existence of this opposite clause imposed by the Client.
1.2 - The company Altawak sells its products and services exclusively to professionals. Relations between the company Altawak and its customers are governed exclusively by the rules applicable to relations between professionals. The Customer acknowledges that the mere fact of placing an order with the company Altawak implies that it is considered as a professional under the contract of sale and for the entire contract duration.
1.3 - The company Altawak will in no case be considered on the basis of the interpretation of these as a Customer representative.
1.4 - The company Altawak may assign, subcontract or transfer its rights or obligations in whole or in part to any third party. The Customer may only assign, subcontract or transfer its rights with the written consent of the Company Altawak.
1.5 - The mere fact of placing an order implies unconditional acceptance by the customer of these conditions that shall prevail over any other.

2 - ORDERS AND EXECUTION
2.1 - All orders placed with the company Altawak is firm and final for the customer upon receipt by the company Altawak of an order form. This order form can take the form of a quotation or a pro forma invoice prepared by the company Altawak and returned by the customer after dating, signing and marking it as "agreed".
2.2 - The company Altawak reserves the right, after the receipt of the order to accept, reject or make reservations. The acceptance consists in the sending by the company Altawak to the customer of an order confirmation via fax, mail or email following the contact information provided by the client. That order will be accepted only up to the confirmed quantities.
For orders totaling less than or equal to six thousand (6000) euros exclusive of tax, the order will be deemed accepted by the Company Altawak unless otherwise indicated to the customer no later than eight days after the receipt of the order. For orders superior than six thousand (6000) euros exclusive of tax, the non-receipt of an order confirmation issued by the company Altawak does not in any way imply acceptance of such order by the company Altawak.
Pour les commandes d’un montant hors taxes inférieur ou égal à six mille (6000) euros, la commande sera réputée acceptée par la société Altawak sauf indications contraires signifiées au client au plus tard dans les huit jours qui suivent la réception de son bon de commande. Pour les commandes d’un montant hors taxes supérieur à six mille (6000) euros la non-réception d’une confirmation de commande établie par la société Altawak ne suppose en aucun cas acceptation implicite de ladite commande par la société Altawak.
The customer must check the order confirmation and immediately notify the company Altawak of any errors or anomaly. All entries on the order confirmation shall, in the absence of objection within eight days upon receipt, be deemed to constitute an agreement between the parties.
These provisions are taken only in the exclusive interest of the company Altawak and may abandon rely.
2.3 - The unavailability of a product due to its suppression in the catalog may lead, at the request of the customer, to the cancellation of the global command only if the available products are, in terms of operating, an inseparable whole with the product removed from the catalog. The unavailability of a product because of a shortage or its replacement by a new equivalent article will cause no cancellation of the global order.
2.4 - In spite of the care taken in producing descriptive documents about the goods sold, the company Altawak cannot be held responsible for any errors of information that might appear in the description of a particular product. Photographs and other illustrations have no contractual value and any changes to a product by a provider cannot incur the liability of the company Altawak, nor affect the validity of the sale.
2.5 - Due to constant product improvement and technological developments, the company Altawak reserves the right to modify the technical specifications of Products and Services specified in the Order Confirmation. The company Altawak guarantees however functionality and performance at least equivalent, and no significant changes will be made without the consent of the Client.

3 - CANCELLATION OF ORDER
3.1 - The customer can only cancel the order with the express consent of the company Altawak. In case of agreement, the Customer shall pay the Company Altawak all costs already incurred at the date of cancellation, with a minimum payment equal to 10% of the gross amount of the order.

4 - PRICES
4.1 - The Customer receives prior to ordering an offer which specifies the prices of products and services requested and the payment terms. In the absence of any contractual document specifying a possible discount or application of a specific tariff, the customer is charged according to the tariff in force at the date of the sale. Prices are subject to change without notice and prices when ordering commit the company Altawak to this single command.
4.2 - The prices are ex warehouse, excluding insurance costs for shipping and installation, excluding VAT and other taxes. To export, prices are also excluding customs charges.
4.3 - In the absence of contrary indication on the quotation, the quotations submitted by the company Altawak to its customers are valid for a period of one month from the date of the quotation. A price offer does not commit the company Altawak unless this offer was submitted as a written document or an email.

5 - PAYMENT - PENALTIES
5.1 - The products and services are payable to the registered office of the company Altawak and unless expressly agreed upon ordering. A pro forma invoice is issued to any customer who requests it.
5.2 - While the payment is not made ??in full, the company Altawak  is entitled not to perform the services and deliveries. Payment means the actual receipt of checks, bills of exchange and transfers.
5.3 - In the event of late payment, the company Altawak requires immediate payment of all outstanding amounts. In addition, penalties for late payment will be applied at the rate of one and a half times the legal interest rate and calculated on the full outstanding amount inclusive of all taxes that remains, and without prior notice, from the day following the due date. In the event of late payment, in addition to the penalties and possible convictions and accessories delivered ??by the courts, the company Altawak will be entitled to, by express agreement, eight days after notice has been given, to require:
- Additional compensation as a penalty clause, equal to 10% of the outstanding sums inclusive of all taxes that remain;
- Reimbursement of any costs and expenses incurred to recover the due sums.
In the event of late payment, the Company Altawak may suspend by rights the enforcement of any service and delivery of any product of any pending order, regardless of the degree of advancement, without this suspension opening any right to compensation for the client.

6 - DELIVERY – RECEIPT OF THE GOODS – RETURN
6.1 - The delivery times indicated by the company Altawak are established in good faith and are indicative. No compensation will be paid to the client in case of non-compliance with these deadlines, and no order may be canceled as a result. In case of shortage of one or more ordered products, the company Altawak may proceed with the delivery of existing ones.
6.2 - The place of delivery is stated in the order confirmation. In the absence of specific guidance in the oder form of the Customer, the schedules of receipt of the goods by the Customer shall be deemed to be 8:30am to 12:30pm and 1:30pm to 6:30pm.The Customer must arrange to receive the parcel at the time of delivery. If the goods cannot be unloaded within the prescribed time for reasons attributable to the Customer, the carrier shall be entitled to charge compensation of immobilization and representation, so that the company Altawak cannot be held thereby.
6.3 - For practical reasons, the delivery of products may be spread out.
6.4 - Delivery is made either by the removal of the products by the carrier, or by direct delivery of products to the customer, or by delivering a notice of availability.
6.5 - Risk transfer occurs on the date of delivery as defined in Section 6.4. As a result, the products travel at the risk of the customer, even if the sale is made carriage free. The products are deemed received departing from our premises.
6.6 - The customer is responsible for checking the condition of the packaging, the number and contents of the packages, as well as the condition of the goods upon delivery. Consequently, any anomaly concerning the delivery (damage, missing product compared to the delivery order, damaged package, broken product) will be recognized by the client in the form of clear, accurate and complete handwritten information on the delivery note, and in the presence of the carrier; the carrier and the customer will date and sign the reservations. In case of the carrier’s refusal to sign the reservations, the client must sign alone and write down on the delivery note the statement of this refusal.
In addition, and in accordance with Article L.133-3 of the Commercial Code, the Customer shall, in addition to the issue of reservations, confirm the problem by sending a registered letter with acknowledgment of receipt to the carrier within three days following delivery in order to confirm such claims. A copy of this letter, as well as the delivery note mentioning the reservations, should be sent by mail to the company Altawak within 5 days after delivery of the goods. Customer is reminded that in case of failure to strictly follow this procedure as well as deadlines, any request to open a litigation file will be irrevocably rejected so that no recourse will be admitted against the company Altawak.
Moreover, the customer’s refusal of the products upon receipt may be considered abusive if the client cannot justify the reality of cited anomalies. In case of abusive refusal of products, the company Altawak will be able to require by rights the customer to reimburse all costs related to the refusal.
6.7 - Under penalty of inadmissibility and without prejudice to any claims to the carrier according to the terms defined above, any problem found by the customer including the quantity and quality of delivered products will have to be noted by the client in the form of a written and detailed complaint, sent to the Altawak company by registered mail within forty-eight hours after delivery of the goods. Otherwise, the delivery shall be deemed accepted without reservation by the client.
The formulation of a complaint does not entitle the customer to defer payment of the payable sums.
6.8 - In the event of force majeure as defined in paragraph 11 of this document or fortuitous event, the company Altawak will, at its discretion, have the option to either extend the period of delivery through the duration of the force majeure or fortuitous event, or totally or partially cancel the order without the client being able to invoke any other right than to be reimbursed the sums already paid for the canceled portion of the order.

7 - LIABILITY - WARRANTY
7.1 - Only defects in materials or workmanship of goods sold by the company Altawak benefit from the legal guarantee against hidden defects, within the limits of the guarantees provided by the manufacturer of the goods. The warranty does not apply in the case of apparent defects, defects and damage caused by natural wear and tear, outside accident or when the alleged defect is mainly due to mishandling, neglect, unplanned or non-specified modification of the goods, misuse, repair or inappropriate test by the Client.
7.2 - To benefit from the warranty, merchandise must be previously submitted to the After Sales Service of the company Altawak, whose agreement is essential for any repair or replacement of the merchandise. The warranty is limited to repairing the product or its components that are defective or replacement.
7.3 - To benefit from the warranty, the Customer must return the goods in their original packaging, along with their sales invoice in lieu of warranty.
7.4 - The Company Altawak shall use its best efforts to repair the failures or defects covered by the warranty. It is not responsible for direct or indirect loss resulting from non-compliance with response times, and it shall not incur any other contract or tort for defective product, or for not having solved the defects within a reasonable time.
7.5 - The company Altawak will not be held to any compensation for consequential damages such as loss of production, loss of business, loss of opportunity, loss of data, financial or commercial loss or other which would be the direct or indirect consequence of damage arising from the use or failure of the supplied goods. In case of loss of a manufacturer, importer or editor (for cessation of business, dissolution, bankruptcy proceedings), the company Altawak assumes no responsibility regarding product warranty on the products of that manufacturer, importer or publisher that it will have sold to its customers. In any event, the company reminds that activating the warranty is in no way a reason for non-payment of the invoice.
7.6 - If, however, the responsibility of the company Altawak was recognized, the only obligation of the latter would be the obligation to repair or replace, at the place of their choice, defective products without compensation or damages whatsoever.

8 - RESERVATION OF OWNERSHIP
8.1 - The Company Altawak expressly reserves ownership of the goods delivered until full payment of the price in principal and interest. In the absence of full payment of the price of products in principal and interest, the company may at any time take the products back from the customer. The company Altawak may also take unpaid merchandise in the hands of subsequent purchasers or require direct payment from them.
8.2 - Delivery of a title deed creating an obligation to pay, bill or otherwise does not constitute a payment under this section and shall not affect the debt and the guarantees attached to them.
8.3 - Until full payment of the price, the customer will not be able to pledge the goods, exchange them or transfer them of property as collateral. If the Customer sold the goods before transfer of property, it would become by the simple application of this clause the agent of the company Altawak which would then be entitled to require from the sub-purchaser(s) the direct payment of the goods, and by default would be entitled to proceed with the recovery of the goods.
8.4 – Since this clause of retention of property does not impede upon delivery of products to the transfer of risk to the customer, in accordance with Article 6.5 above, the Client commits to provide all the care to the custody and conservation of products and to subscribe to any helpful insurance.
8.5 – Delivered goods which are not yet fully paid should be individualized and should not be mixed with other products. The opening of a collective procedure in favor of the client cannot defeat the claim of the goods by the company Altawak. The purchaser undertakes, in this case, to actively participate in the establishment of an inventory of the goods in its possession and for which the company Altawak claims ownership. Otherwise, the company will have the option to make see the inventory by a bailiff, at the customer's expense.
In case of partial payment, it shall first cover the default interest, then the oldest debts.

9 – DATA PROTECTION
9.1 - To ensure quality service, the company Altawak may need to collect personal data. These data are processed and stored under conditions designed to ensure their safety. In accordance with the Data protection act of July, 6th 1978, the customer has a right of access, rectification and deletion of personal data. 
9.2 - The Customer is likely to receive offers from the company Altawak. If he does not wish so, he can oppose it, either by writing to Altawak - 88 bd. Ménilmontant - 75020 Paris, or upon receipt of one of these offers via email by clicking on the unsubscribe link.

10 - CONFIDENTIALITY
10.1 - Each party must treat the confidential information received from the other with the strictest confidentiality, in the same way it would treat its own confidential information, and not below an adequate level of protection.
10.2 - Except express and written disagreement on his part, the Customer authorizes the Company Altawak to use for its own business promotion:
                         - Client's name and logo as customer reference
                         - Products developed specifically for the Client
In case of disagreement notified after publication of a document prepared in accordance with this clause and regardless of the media, the Client will only require its destruction when taking care of the costs of modification and editing for identical replacement, except for compliance with his request.

11 - FORCE MAJEURE
11.1 - Neither party is responsible for a total or partial non-execution, temporary or permanent, of its commitments in case of circumstances caused by events beyond its reasonable control including wars, terrorist acts, strikes, block outs, prohibitions or embargoes on imports or exports, issues affecting suppliers, transport or production, fluctuations in exchange rates, acts of public authorities, natural disasters, fires and accidents.

12 - RESOLUTORY CLAUSE
12.1 - Non-compliance by the Customer with one of the provisions hereof, including the non-payment at due date allows the company Altawak to suspend the execution of deliveries to the Customer and to consider any Customer's order as automatically canceled eight (8) days after notice has been given, without prejudice to any claim for damages.

13 - APPLICABLE LAW AND JURISDICTION
13.1 - These terms and conditions are subject to French law. In case of failure of settlement, any dispute arising between the company Altawak and its customers will be submitted to the competent courts of the Court of Appeal of Paris, the company Altawak reserves the right to enter the territorially competent Court having jurisdiction over the Client’s registered office. This provision applies without reservation, even in the case of multiple instances, defendants, interlocutory applications, appeal, or even challenged by way of interlocutory.
13.2 - If any provision of these Terms is held invalid by a court, the rest applies.
13.3 - The fact that the company Altawak refuses to take advantage of any of the provisions hereof shall not be regarded neither as a waiver of such provision, nor as a waiver of any other breach.