Ind. B - May 2013

The present terms and conditions are to be applied to any order placed to NUM'AXES joint stock company with authorized capital of 1 500 000 euros, registered at the R.C.S. in Orléans under number B 341 367 944, which headquarter is located 745 rue de la Bergeresse - 45160 OLIVET - FRANCE, (hereafter "NUM'AXES").

These terms and conditions are exclusive of any general or particular condition of the customer that NUM'AXES had not specifically agreed in written.

Except derogatory and written conventions, every order prevails by full right the customer's agreement to the present terms and conditions).

Article 1 - Offer

The product's offers are valid as long as stocks are available. In case of stock disruption, NUM'AXES will inform the buyer at the best time possible and will think about a replacement solution. NUM'AXES reserves the right not to confirm the orders.

Article 2 - Price

Every VAT or any other tax increase which may be imposed between the order date and the delivery date will be at the customer's expense.

Article 3 - Payments

Except opposite stipulation, our invoices are payable at NUM'AXES, net without discount on a cash basis. For lack of payment on terms (or in the derogatory delay granted in written if need be), this will lead by full right and without formal notice to the application of penalties at the legal rate (Art. 441-6 of the Commercial Law) and cumulatively the application of a penal clause of 15% (Art. 1152 and 1226 of the Civil Code).

Moreover "Every professional in situation of payment delay is debtor by full right, towards the creditor, of a fixed compensation for recovery fees, which amount is settled by decree. When the recovery fees are above this compensation amount, the creditor can ask for an additional compensation, on justification." (Art. D. 441-5 of the Commercial Law created by Decree n°2012-1115 dating October, 2nd 2012 - art. 1: the amount of the fixed compensation for recovery fees stipulated on the twelfth indention of the paragraph I of the article L. 441-6 is fixed at 40euros.)

In case of payment delay, we reserve the possibility to suspend or cancel the outstanding orders, without prejudice of any other resort. The non-payment of a term leads to the full payability of the debt without any other notice, including invoices to be due.

For lack of payment of a debt by the buyer, the agreement will terminate by full right without prior notice. For lack of payment, the buyer authorizes unreservedely the seller to collect the goods, in accordance with property reserve according to the law n°80-335 dating May, 12th 1980.

Article 4 - Delivery and transportation

Delivery times which may be indicated are for information only. NUM'AXES would not be responsible of a possible delivery delay, which would moreover not give the right to the buyer to cancel the sale, to refuse the goods or to claim for damages.

The customer has a five days leadtime to indicate any delivery issue. After this time, every request may be rejected.

The shipments are in freight forward condition according to the transportation mode requested by the customer.

Article 5 - Property and risks transfer - Property reserve

By express special dispensation to the provisions of the article 1583 of the Civil Code, the seller remains owner of the goods delivered until full payment of their due price, in accordance with the present agreement, notwithstanding responsibility and risks transfer of the goods to the buyer from delivery date.

The buyer abstains himself to pawn, modify, sell or transfer on a warranty basis the goods until full payment of the due sums.

In case of seizure, the buyer commits himself in advising the seller without delay.

Article 6 - Claims - Warranty

Any claim of any kind, in particular regarding conformity of the goods, will have to be addressed to NUM'AXES by registered letter with acknowledgement of receipt within 5 days following goods and corresponding invoices receipt, to be acceptable. Beyond this term, goods and/or services will be considered as compliant.

Assuming that a product may be recognized as faulty within the warranty period, the user who has noticed this fault must contact NUM'AXES after sales service which details are mentioned in the product's user's guide.

If, within the warranty period, a product is recognized as defective because of manufacturing fault, NUM'AXES will proceed to repair or replacement (to NUM'AXES judgement) of the product or the faulty parts, subject to the mentioned conditions noticed in the product's user's guide.

Article 7 - Governing law and exclusive jurisdiction

The present terms and conditions are governed by the French law.

Any litigation linked to the existence, validity, interpretation, execution and termination of the present terms and conditions will be submitted to the exclusive jurisdiction of the Commercial Trade with competence for the NUM'AXES headquarter's location.

Article 8 - Information "Data Protection Act"

In enforcing provisions of the law n°78-17 dating January, 6th 1978, you have an access, modification, correction and cancellation right on the data which concern you and which may have been collected by NUM'AXES. For any further request, please contact NUM'AXES - ZAC des Aulnaies - 745 rue de la Bergeresse - 45161 OLIVET CEDEX - FRANCE - info@numaxes.com.