GENERAL CONDITIONS OF SALE

Edilians is a company specialising in the manufacture and commercialisation of building materials supplying mainly merchants and building professionals (hereinafter referred to as “the Vendor”). These general conditions of sale determine the conditions in which the Vendor proposes to professional clients (hereinafter referred to as the “Buyer(s)”) the sale of its products (hereinafter referred to as the “Product(s)”). Since these general conditions of sale are automatically handed over to or sent to each Buyer, an order placed by a Buyer implies the latter’s full and complete acceptance of these conditions, which the latter declares to have previously read. No special condition of the Buyer, notably of purchase, may take precedence over these conditions, without the Vendor’s prior written acceptance.

I - SALES

Unless otherwise stipulated, all our proposals, whether in relation to quantity, quality or prices, are only valid for a period of eight days and within the limit of available stocks.

The orders, including those taken by our representatives, are only accepted after written confirmation by us. The sale is deemed concluded and takes effect on the date of the said confirmation.

The acceptance of the order by the Vendor shall also result from the dispatch of the Products and/or by the sending of the invoice by the Vendor.

Our prices, catalogues or advertising documents do not constitute an offer and we reserve the right to withdraw, without notice, a product or to modify its characteristics. The updated characteristics of the Vendor’s Products are available to the Buyer on the website. www.edilians.com

There may be slight differences in shades of tiles and/or accessories of the same colour from different manufacturing sites. You are advised to mix the products to make less visible slight differences in colour inherent to the raw material and the firing process.

The colours shown on the photographs do not constitute an obligation of result and may not be exactly true to reality. Our “Sample Dispatch” department is at your disposal to confirm your choice

 

II- PRICES

Except by special arrangement, the Products are sold at the price in force at the time of delivery. The Vendor reserves the right to revise the price of the products in the case of important variations in the price of the raw materials and any other economic incidents. Price reductions may be granted in the form of special conditions of sale, particularly by means of individual arrangements.

 

III – DELIVERY

3.1 Packaging

Our products are delivered, packed according to the methods in force when they are manufactured.

In the case of delivery on returnable palettes, the amount of the deposit is indicated on the invoice and payable under the same conditions as the products. Any costs incurred in repairing the palettes and in logistics will also be invoiced to the Buyer. Reimbursement of the deposits is only due after the return of the palettes in question, and within the time indicated by the Vendor. This deposit is in no way comparable to a sale and does not involve any transfer of property.

3.2 Stowing and loading

The stowing of Products must be in compliance with generally accepted practices and according to the conditions set out in the Vendor’s loading guidelines. The Buyer is invited to be present during loading and no complaint can be accepted once loading is completed.

3.3 Transport and transfer of risk

Unless there is agreement to the contrary by the parties involved, the Products:

are delivered “ex-works” INCOTERMS (ICC 2010)

-are made available to the Buyer either on the premises or on the truck, and:

-transportation is at the risk of the Buyer.

Deliveries are dependent on the availability of the Products and transport and are processed in the order in which orders are received. Dates of delivery given by the Vendor are only guidelines.

In the case that these dates are not adhered to, there can be no deduction or compensation. However, the Buyer who has not had a delivery by the projected date, may cancel all or part of the order within 7 days. The projected delivery time is suspended in the case of any event that is beyond the control of the Vendor and which results in the delay of the delivery.

In all cases, delivery by the due date can only take place if the Buyer is up-to-date with all his obligations to the Vendor.

3.4 Unloading/handling

When transport is effected by the Vendor, the Buyer must ensure that he has, at the delivery site, all necessary means for unloading the Products.

In the case of onsite deliveries, or to a company designated by the Buyer, the Products are deemed delivered and reception taken of them when the truck arrives on the worksite or on the premises of the company and before unloading of the Products, regardless of whether they are delivered in bulk or on palettes. Unloading is chargeable to and the responsibility of the Buyer.

The Buyer undertakes to unload the Products, bearing the costs, as soon as possible after the arrival of the Products. Any late unloading shall be ascribable to the Buyer who shall bear the resulting costs. The deliveries are only made on easily accessible worksites and company premises. The consequences of difficult access and any damage caused as a result of this to or by a vehicle of the Vendor shall be borne by the Buyer.

The Vendor shall be free to refuse to make the delivery in places which could entail risks in relation to safety or damage to vehicles.

3.5 Reception

In all cases it is incumbent on the Buyer to ensure reception and recognition of delivery.

Notwithstanding the measures to be taken in respect of the carrier, complaints about visible defects or non-compliance of the delivered Products with the ordered Products or the dispatch note must be notified in writing to the Vendor within eight days of delivery of the Products. No claim relating to any visible defects or non-compliance of the Products shall be submitted after the expiry of this time limit.

For the non-visible characteristics of the Products, and for these alone, the Buyer has a time limit of eight working days as of delivery to request the Vendor to have tests conducted in the conditions specified in the standards in force, by a body jointly appointed by the two parties. The samples shall be taken in the presence of both parties. While the tests are being conducted, the party who is retaining the Products shall have custody of these until the results are communicated. If the said results are in compliance with the requirements and standards in force, the Buyer shall not be able to refuse the delivery and shall bear the cost of the tests, which, otherwise, shall be borne by the Vendor.

3.6 Force Majeure

The Vendor shall not be held liable for any failed or late delivery due to a case of force majeure as defined by case law.

IV - GUARANTEES

4.1  30 year commercial guarantee on Products made of clay.

All tiles and accessories made of clay (excluding all photovoltaic and thermal Products) are guaranteed for a period of 30 years from the date of purchase (on presentation of proof of purchase) as follows:

4.1.1 Traditional Products (products governed by AFNOR standards)

For traditional products, the Vendor’s guarantee is limited to the compliance of the products with AFNOR standards in force at the time of delivery. Consequently, aesthetic inconsistencies tolerated by AFNOR standards are not covered by the commercial guarantee of the Vendor.

4.1.2  Non-traditional products (not governed by AFNOR standards)

As regards non-traditional products, the Vendor’s guarantee covers the compliance of the products with the requirements imposed in the framework of the technical advice or any other equivalent formality, and its compliance, if appropriate, with the particular specifications defined by the procedure, in force at the time of the delivery.

4.1.3  Provisions of the guarantee

The replacement of Products or the supply of supplementary Products does not entail the creation of new guarantee conditions and does not extend the original conditions of the existing guarantees. The Vendor reserves the right to supply a different type of Product if the Vendor has ceased marketing the Products requested at the time of the guarantee coming into play.

The guarantee comes into play on condition that the Products are used for the purposes for which they are intended. The Vendor does not guarantee the water-tightness of the roof when clay accessories not part of its product range are used.

Moreover, any guarantee is excluded for damage or accident(s) stemming notably from negligence, lack of maintenance, natural wear or in the case of abnormal use of the Product.

Moreover, to benefit from the guarantee, the Products must be used in compliance:

-with the rules of the Unified Technical Document published by the Centre Scientifique et Technique du Batiment (D.T.U. – Building Scientific and Technical Centre) in force on the day of the order and concerning the Product in question.

-or, if there is no D.T.U., with the rules of the profession for traditional products and the rules of use defined by the technical advice for the products that are subject to it.

The sole obligation, and no other, incumbent on the Vendor, under this guarantee is to simply replace, in the conditions of the order, the products recognised by the Vendor to be defective or not in compliance at the time of delivery, it being specified that any labour relating to this replacement is chargeable to the Buyer.

Concerning hidden defects, the Vendor’s liability is that specified in articles 1641 and following of the Civil Code, it being specified that the Vendor’s liability is strictly limited to the Product concerned and excludes all damages.

In no manner or form can the Vendor guarantee the compatibility of its products with any sort of enamelling and as a result, in the event of a claim concerning enamelled Products, the claimant must provide proof that a prior test to establish compatibility between the tile core and the enamels produced a positive outcome, for the claim to be considered by the Vendor.

4.2  Guarantee on Products not made of clay (Trade Products, “Coveo” Products, “Tectys” Products, Photovoltaic and thermal Products)

New Products are guaranteed in the conditions and legal time frames defined in articles L211-4 to L211-13 of the Consumer Code (legal conformity guarantee) and in articles 1641 to 1648  of the Civil Code (legal guarantee against hidden defects).

The guarantee comes into play as long as the Products are used according to the rules conforming to the D.T.U. of the profession governing the Product as a general rule (in particular DTU 40.29 for Products from the “Coveo” range). The guarantee of the Vendor is limited purely and simply to the replacement, in the conditions of the order, of the Products recognised as defective.

4.2.1  Trade Products (Products not manufactured by the Vendor)

All trade Products (excluding those made of clay) supplied with the clay tiles and accessories are guaranteed for a period not superior to that stipulated by the supplier of the said Product. The guarantees applicable to these Products can be obtained from the Vendor.

4.2.2  Photovoltaic and thermal Products

The guarantees applicable to photovoltaic and thermal Products may be consulted on the website www.edilians.com in the “Solaires/Solar” sub- tab of “Documentations” tab.

V – EXECUTION OF THE ORDERS

In the case of late execution of an order due to the Buyer, the Vendor shall, as of right, be able to cancel all or part of the order, within 7 days, without prejudice to all damages that might be demanded by the Vendor.

VI – INVOICING – PAYMENT – PENALTIES

In the case of a dispute arising in relation to a delivery, the Buyer may not use this as a pretext for suspending payments.

Unless there are special conditions, the invoices are payable at 30 days end of month following the date of issue of the invoice. Payment, under these general conditions of sale, corresponds to the effective collection of the due sums.

In the case of late payment of commercial papers unpaid at expiry or expiry postponed without prior and express agreement of the Vendor, the sums due by the Buyer shall become immediately payable. Any payment which is made to the Vendor is attributed to the sums due whatever the cause, beginning with those which are due at the earliest date.

In the case of a change in the Buyer’s legal or financial situation that is likely to affect his capacity to honour his financial commitments, the Vendor reserves the right, even after partial execution of an order, to require guarantees or to terminate contracts in progress.

6.1  Late Payment

Interest shall be payable on any sum not paid on the due date at a rate equal to the interest rate applied by the ECB to its most recent refinancing operation, on the date of expiry of the applicable time for payment, plus ten percentage points.

The interest shall start to run as of the day after the payment date indicated on the invoice and shall continue to run until the day of full payment of all the sums due to the creditor.

In the case of late payment, a fixed indemnity for recovery costs of 40E shall be added to the penalties for late payment due to the Vendor. Penalties for late payment and recovery costs are automatically payable. If the recovery costs effectively incurred are more than this fixed amount, an additional indemnity with justification shall be requested from the Buyer, in compliance with article L441-6 of the commercial code.

6.2  Early payment

The discount conditions granted for early payment are indicated on the invoice issued to the Buyer. The discount rate is fixed at 0.1% for a payment made 30 days before the due date as indicated on the invoice. A pro rata discount will be applied on an early payment which is more or less than 30 days.

VII -  RESERVATION OF OWNERSHIP CLAUSE

By application of article L624-16 of the Code of Commerce, the sold Products shall remain the property of the Vendor until full payment of the price in principal and incidental costs. The Buyer shall ensure that it is always possible to identify the Products.

The above provisions do not prevent, as of the delivery of the Products, the transfer to the Buyer of the risks of loss of or damage to the goods subject to the reservation of ownership and the damage that they could cause.

In the case of distraint or any other intervention by a third party with the Products, the Buyer must at all costs and without delay inform the Vendor so that he can oppose it and preserve his rights.

Moreover, the Buyer must refrain from giving ownership of the Products as security or as a guarantee.

VIII – CURRENT LAW – RESOLUTION OF DISPUTES

The present general conditions of sale are governed by French law, excluding its measures for legal disputes. The parties expressly exclude the application of the United Nations Convention of 11 April 1980 pertaining to contracts for the international sale of merchandise.

Any dispute stemming from or concerning the sale of Products by the Vendor  will be subject to mediation according to the CMAP Rules of Mediation (……) to which the parties undertake to adhere. The mediation process will not take more than 60 days. If the parties have not reached an agreement by the end of this time, the dispute in question will be exclusively within the competence of the Commercial Court in the jurisdiction of the head office of the Vendor.

IX – RETURN OF MERCHANDISE

Non-defective Products shall only be returned after prior written agreement of the Vendor accompanied by the references of the relevant delivery slip and invoice, and within six months of the delivery. A decrease in value of the invoiced price of between 0% and 50% shall be taken into account, depending on the length of delay in returning the Product in question.

X – SUNDRY

The Buyer may receive a proposal to provide specific services leading to the drafting of an agreement to be concluded with the Vendor.

XI – RIGHTS OF INTELLECTUAL OWNERSHIP – CONFIDENTIAL INFORMATION

All samples, proposals, drawings, documents prepared or disclosed by the Vendor are and will remain the absolute property of the Vendor and are considered to be confidential, whether or not they are designated as such. The Buyer cannot therefore make them known to third parties. The Buyer will have no right to or ownership of the intellectual property of the Vendor and cannot register or cause to be registered, anywhere in the world, a patent, brand, trade name, royalties or a design similar to or in imitation of these patents, brands, trade names, royalties and designs of the Vendor.

The Buyer undertakes to maintain the confidentiality of the information provided by the Vendor and not to pass it on to employees, consultants and legal advisers, unless absolutely necessary.

EDILIANS

Simplified joint stock company (SAS) with capital of €161,227,700

SIREN n° 449 354 224 – Companies’ Register of Lyon

APE n° 2332Z - Intra-community VAT n° FR43 449 354 224