Preambule
In these General Terms and Conditions of Sales, the terms given below will have the following meaning:

• Conditions : the printed conditions set forth herein,
• Special Conditions: those conditions headed as such or those, agreed upon by the Parties in that make exception to the Conditions, whether temporary or permanent,
• HEXINO: the Supplier, i.e. HEXINO SARL,
• the Purchaser: the Purchaser who places the order,
• the Supplier(s): the Supplier(s) of HEXINO,
• the Part(y)(ies): HEXINO and/or the Purchaser,
• the Product: the hardware purchased, whatever the quantity and variety.

1. GENERAL
All of our deliveries to individuals, companies are governed exclusively by those conditions. Only Special Conditions shall prevail and shall make an exception to the Conditions.
In respect of the supply of the Product, Special Conditions and these Conditions are exclusive of any other written terms and conditions and incapable of addition or amendment.
HEXINO is not bound by general terms and conditions of the Purchaser that differ from these conditions. Such deviating terms and conditions do not become part of the contract and shall be considered as not written therein.
All agreements and legally relevant declarations of the parties to the contract have to be in writing in order to be valid. Clause headings are for convenience only and shall not govern the interpretation of these Conditions.
Only Orders in writing, duly accepted by HEXINO, shall be binding.
Advance transmission of an Order by telefax may be used, in which case the telefax Order has the same value of the original Order.
Any concession, latitude or waiver, also if reiterated, allowed or to be allowed by HEXINO to the Purchaser at any time, shall not constitute a precedent or invalidate anyway the contractual provisions (including those not applied) or prevent HEXINO from subsequently exercising HEXINO's full rights.
If a specific provision of these Conditions is or becomes invalid, the remaining provisions shall remain valid.
All orders, acceptances of orders or any other document related to the orders will be drafted in English.

2. ORDERS AND REGULATIONS IN FORCE IN THE COUNTRY OF DESTINATION
The contract shall be deemed to have been entered into upon receipt of HEXINO's written confirmation stating its acceptance of the order.
Offers which do not stipulate an acceptance period shall not be binding. Tacit acceptance is excluded.
The delivery period shall start as soon as the contract has been entered into.
The Purchaser shall inform HEXINO, upon placing the order at the latest, about the standards and regulations applicable to the execution of the Order.

3. PRICE AND TERMS OF PAYMENT
The price of a Product is the price applicable at the time of the order.
Unless otherwise agreed upon, all prices of Products shall be deemed to be net, in EURO and shall not include packing, packaging, freight, insurance, taxes, duties, nor shall they include price reductions granted by HEXINO.
Unless otherwise agreed upon, the invoices are to be payed prior to any delivery.
Such a payment shall not be sustained, delayed or modified without HEXINO written and prior consent even in case of a lawsuit.

4. DELIVERY TERMS AND INVOICING
Unless otherwise agreed, delivery will be performed at the premises of HEXINO. The applicable delivery terms will be Ex Works (EXW – Incoterms 2000) i.e the order will be considered as delivered when the seller will place the goods at the disposal of the buyer or the shipper.
HEXINO will issue the original invoice and a copy upon delivery of the Products. They will be sent to the address given in the order. The invoices issued shall refer to the relevant Order number and the date will be the date of the related Products delivery.

5. TRANSPORT
The products will be packed by HEXINO. The packing will be charged separately at the effective costs made by HEXINO.
Transport shall be at the Purchaser's expense and risk.
Insurance against risks of any kind is the responsibility of the customer. Even when taken out by HEXINO, it shall be at the Purchaser's expense.

6. PRODUCT AVAILABILITY
Products will be offered until depletion of the stocks of HEXINO and with reserve to the stocks of the Suppliers of the Products.
HEXINO shall indicate the availability of each Product at the time of the order. However, HEXINO will not be held responsible for the inaccuracy or modification of this information provided by the Suppliers.
In case of shortage of a Product arising after the placement of an order, HEXINO shall inform the Purchaser as soon as possible. The Purchaser shall be entitled to terminate its order if such a situation occurs.
In case the Suppliers commit an error or are incapable of delivering the ordered Products, HEXINO shall be entitled to terminate the order, without any liability whatsoever resulting thereof.

7. INSPECTION AND ACCEPTANCE
The Purchaser shall inspect the supplied products within 5 days (five) after having received them and shall immediately notify HEXINO in writing of any deficiencies. If the Purchaser fails in doing so, the products shall be deemed to have been accepted.

8. RETURN OF PRODUCT
HEXINO will not accept any return without a prior written agreement. Invoice number as well as serial number shall be indicated. The guarantee only concerns normal uses. The products shall be sent back to HEXIMO within 7 days after the acceptation. Cost of return and return risks will be borne by the customer After expiration of the legal warranty, the Purchaser will be entitled to ensure the treatment of the product in compliance with the French decree n° 2005-829 of the 20 july 2005 on waste electrical and electronic equipment. (WEEE)

9. CLAIMS
HEXINO shall be informed of any claim for non delivery, loss or damages occurred on the Product prior to the delivery by registered letter and a photography of the Product's damage sent within the 48 hours following the delivery. The signature of a delivery order without any written condition shall demonstrate the delivery was executed in good conditions. All packagings, Products and accessories including transportation packaging shall be kept by the Client and left at the disposal of Hexino until the claim's settlement. Hexino might be entitled to control all the previous mentioned either after the client has sent them or in the client's building.

10. RESERVATION OF TITLE
HEXINO shall retain ownership of the Products supplied until all claims which may arising out the Conditions have been satisfied. The Purchaser shall take all necessary measures for the protection of the proprietary rights of HEXINO.
If the Products become part of a new item or is transformed into a new item, the new item will become a security for HEXINO.

11. PRODUCT LIABILITY
HEXINO shall not hold the Purchaser, his customers or any third party harmless for any indirect loss, liability or claim in respect of personal injury to or the death of any person or any indirect loss of or damage to any property of any kind whatsoever caused by any defect or malfunctioning of a Product.

12. WARRANTY
All warranties (if any) are subject to the conditions set out by the Manufacturer or the Supplier of the Product.

13. FORCE MAJEURE
In case HEXINO is prevented from performing its obligations, HEXINO will not be held responsible in the event of Force Majeure.
Occurrence of Force Majeure shall be considered every event of extraordinary nature which could not be foreseen at the time the affected Order was received by HEXINO and which could not or cannot be averted even adopting any precautions conforming to the present state of the art.
Occurrence of Force Majeure shall also include, but not be limited to the following:

1. Fires, floods, explosions, earthquakes or war mobilisation;
2. Computer or communications failure;
3. Transport problems;
4. Insurrections, riots or epidemics;
5. Embargoes or Government decisions affecting the capability of any Party to perform its contractual obligations;
6. Lack of materials, labour strikes, lock-out;
7. Acts of God.

14. TERMINATION OF CONTRACT
In case a party does not perform its obligations, the present contract will be terminated in favour of the other party without any jurisdictional intervention needed.
The termination shall take effect eight (8) days after the unsuccessful sending of a registered letter with acknowledgment of receipt.

15. POWER OF JURISDICTION
All orders shall be governed by French Law. The application of the Convention for the International Sales of Goods (CISG) is expressly excluded.
Any dispute concerning the interpretation or the execution of the orders will be settled finally by the Court of Toulouse even in the event of their being several defendants or an introduction of third parties.

16. COORDINATES
HEXINO SARL with a financial capital of 62,916 Euros
Registrated at the RCS in TOULOUSE under number 2003 B 02619
Tel. +33 (0)5 62 24 93 19
Fax. +33 (0)5 62 24 95 82
Email. helena@hexino.com