HYDROPTIC, 8 avenue du Commandant Taillefer, 31230 L' Isle en Dodon, Haute Garonne,  France
	Phone: 09 63 24 82 20  Fax: 05 61 89 37 88   EMAIL

ARTICLE 1 - APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE
HYDROPTIC's terms and conditions of sale include both the general terms and conditions of sale set forth herein together with any specific terms included in the relevant order or contract.
The general terms and conditions of sale are systematically sent or remitted to buyers to enable then to place their orders.
Placing an order therefore constitutes the full and unreserved acceptance by the buyer of the general terms and conditions of sale to the exclusion of all other documents.
No specific conditions set down by the buyer, unless formally accepted in writing by HYDROPTIC, shall prevail over the present terms and conditions of sale.
Contrary clauses set down by the buyer shall not, in the absence of the express acceptance thereof, be enforced against HYDROPTIC, irrespective of when such a clause is brought to the attention of the latter Failure by HYDROPTIC to enforce any the terms and conditions set forth herein shall not be interpreted as a waiver to require the future performance of such terms and conditions.

ARTICLE 2 - ACCEPTANCE OF ORDERS
Orders shall be deemed final when confirmed in writing by HYDROPTIC. The shipment of the products also implies the acceptance of an order.

ARTICLE 3 - CANCELLATION OF ORDERS
Orders shall be binding on the buyer and shall commit the later to the payment of:

• The total amount of the order in the event of cancellation notified less than 30 days prior to the scheduled date of delivery;


• 50% of the price for the order in the event of cancellation notified 60 days prior to the scheduled date of delivery;


• 30% of the price for the order in the event of cancellation notified 90 days prior to the scheduled date of delivery.

The buyer may not request the return of delivered products.

ARTICLE 4 - DELIVERY - PROCEDURE
Unless otherwise stated, the delivery shall be deemed to have been completed once the products are made available to the buyer, or any representative designated by the latter, at the seller's dock (INCOTERMS 2000: EWX - EX Works)

ARTICLE 5 - DELIVERY - TIME
Delivery time shall be indicated as accurately as possible but is nonetheless only provided to for guidance purposes.
Late deliveries shall not give rise to any compensation, discount or cancellation of orders in progress.
In all case, delivery shall only take place at the scheduled date provided that the buyer has complied with all of its obligations towards HYDROPTIC, without exception.

ARTICLE 6 - DELIVERY - RISK OF LOSS
Products are made available to the buyer properly packed at the seller's dock unless otherwise formally agreed between the parties.
The transfer of risk of loss or damage to the products occurs at the place of loading as defined under Article 4. This specifically implies that products are transported at buyer's own risk.

ARTICLE 7 - RECEIPT
Notwithstanding the measures to be taken in respect of the carrier, any claims concerning any conspicuous defects, or non-conformity with the order or packing list form of the delivered products, should be stated in writing within eight (8) days from the delivery of such products.
The buyer shall supply evidence to support the reality of any alleged defects.
The buyer shall allow HYDROPTIC every possibility to examine and remedy such defects.
The buyer shall refrain from taking any action itself, or through any third party, to this end.

ARTICLE 8 - RETURNS - PROCEDURE
All returns of products shall be subject to a formal agreement between HYDROPTIC and the buyer. All products returned without such an agreement shall be held at the buyer's disposal and no credit note shall be issued.
The costs and risks connected with any returns of products shall systematically be borne by the buyer.

ARTICLE 9 - RETURNS - CONSEQUENCES
Any return of products accepted by HYDROPTIC shall lead to the issue of a credit note in favour of the buyer, once HYDROPTIC has verified the quality and quantity of the returned products.
In the event of any conspicuous defect or non-conformity of delivered goods, duly acknowledged by HYDROPTIC in accordance with the terms of Article 6, the buyer shall be entitled to either the replacement free of charge or the full refund of said products, at HYDROPTIC's sole discretion, to the exclusion of any other compensation.

ARTICLE 10 - WARRANTY - ACCEPTANCE
HYDROPTICwarrants the products against defects in material and workmanship for a period of ONE YEAR, with effect from the date of delivery, unless otherwise formally agreed between the parties.
Regarding equipment submitted to acceptance, the acceptance sign out shall not exceed 90 days from delivery at the buyer's.
Regarding equipment submitted to acceptance, the warranty period starts on the day the buyer signs out the acceptance, within the limits of 90 days from delivery at the buyer's.
Operations carried out under the warranty shall not result in an extension of the warranty period.
The buyer shall produce the serial number and/or an invoice for the concerned product.
Under the warranty, HYDROPTIC's sole obligation shall be the replacement free of charge of the repair of the product or component which the later recognises to be defective.
Any product returned to HYDROPTIC under warranty shall first be submitted to HYDROPTIC's after-sales department whose approval shall be compulsory before any replacement of products.
Return transportation cost shall be borne by the buyer.

ARTICLE 11 - WARRANTY - EXCLUSIONS
The foregoing warranty shall not apply to defects or damages resulting from normal wear and tear, accident (improper installation, inadequate maintenance, misuse) or unauthorized modifications.
Likewise, the warranty shall not cover any conspicuous defects which should be notified by the buyer in accordance with the terms of Article 6.
Labour and parts in connection with any repairs performed outside warranty shall be invoiced to the customer.

ARTICLE 12 - PRICE
The products are delivered at the price in effect at the time of placing the order.
Prices are expressed in Euros unless otherwise formally agreed between the parties.
Prices include the packaging costs if the order is superior to 100 Euros.
All costs related to loading, carriage and insurance shall be borne by the buyer as defined under Article 4.
All taxes, duties and other charges to be paid in application of French regulations, buyer's country or any transit country regulations, shall be borne by the buyer as defined under Article 4.

ARTICLE 13 - INVOICING
An invoice shall be issued for each delivery.
The date on which the products are shipped from HYDROPTIC's warehouse shall be both the date on which the invoice is issued and the starting date in case of payment by instalments.

ARTICLE 14 - TERMS OF PAYMENT

Invoices are payable in Euros, unless otherwise formally agreed between the parties, at the HYDROPTIC Headquarters.
The terms and conditions of payment are as follows:

• 50% payment of the total amount 30 days before the confirmed product shipment service date payable to HYDROPTIC;
• Payment of the remaining 50% after delivery, no later than 30 days following the date of invoicing payable to HYDROPTIC.

Should the buyer wish that HYDROPTIC issues a bill of exchange; an express request should be made to this effect. However, a first order shall be paid by bank transfer at the time of placing the order.
No deliveries shall be made to customers with outstanding accounts until full settlement has been received.

ARTICLE 15 - LATE PAYMENT OR FAILURE TO PAY
In the event of late payment, HYDROPTIC may suspend all orders in progress, without prejudicing its rights to take any other action.
By application of Article L. 441-6 of the Commercial Code, any sums unpaid at the due date shall automatically give rise, without the need for prior notice, to the payment of interest calculated from the date following the date of payment indicated on the invoice up to the date of effective payment.
The annual rate of interest due in such cases is hereby fixed at one and a half times the legal rate of interest.
In the event of failure to pay, forty-eight hours following a formal notice remaining uncured, the order shall be automatically cancelled (if considered appropriate by HYDROPTIC) and a court order may be requested to obtain the return of products, without prejudice to HYDROPTIC's right to compensation. Such cancellation of orders shall not only involve the order in question but all other unpaid orders, whether or not they have been delivered and even if their delivery is in progress and regardless of whether the date of payment has been reached. In the case of payment by bill of exchange, failure to return the latter shall be considered as a refusal to accept and shall be treated as a failure to pay. Similarly, in the case of payment by instalments, should any one of the instalments not be received, the entire debt shall become automatically payable, without the issuing of any formal notice to pay.
In all of the aforementioned cases, sums due for any other deliveries, or in any other connection, shall become immediately payable unless HYDROPTIC decides to cancel the corresponding orders.
The buyer shall reimburse all costs incurred for the collection of the debt, including any legal officers' fees.
Under no circumstances may payments be suspended or offset without the prior written agreement of HYDROPTIC. Any partial payments shall first be deducted from the non-preferential portion of the debt, then from the oldest payable amounts.

ARTICLE 16 - EQUIPMENTS FOR DEMONSTRATION OR LOAN
Equipment and all other material provided to the buyer by HYDROPTIC are and shall remain the latter's property unless otherwise stipulated. All such equipment and the other material is provided for demonstration purpose and/or as a loan for use by the buyer who shall return said equipment, in good condition, to HYDROPTIC at any time, upon notice from the latter without the buyer having any right to retain such equipment or claim damages.
In the event of a seizure, the buyer shall inform the bailiff that it is not the owner of the loaned equipment. The buyer shall be responsible for the equipment on loan and insure the latter against any loss or damages it may suffered.

ARTICLE 17 - REQUIRED PAYMENT GUARANTEES
Any deterioration in the buyer's credit situation may justify a deemed for guarantees, cash payment or draft at sight, before any orders received shall be executed.
This shall more particularly be the case in the event of a change in the debtor's capacity or in case of a change in its business activity, or in the event that the transfer, leaving, pledge or contribution of its business has unfavourable consequences for the buyer's credit rating.

ARTICLE 18 - FORCE MAJEURE
In a case of force majeure, the contractual obligations of the parties shall be suspended. A case of force majeure is understood to mean any event beyond HYDROPTIC's control and preventing its good and normal running during the manufacture or shipment of the products, including namely, total or partial strikes impairing HYDROPTIC's normal business or that of its suppliers, sub-contractors or carrier, or any break off in the availability of transport services, energy, raw materials or spare parts.

ARTICLE 19 - RETENTION OF TITLE
It is expressly agreed that HYDROPTIC shall retain the title to the delivered products until full payment of the price, in principal and interests, or the return of the bill of exchange or any other deed setting forth an obligation to pay but which does not constitute a payment. However, upon delivery, any risks attached to said products shall be transferred to the buyer. The latter therefore undertakes to insure against any loss, destruction or theft involving said products.

ARTICLE 20 -INDUSTRIAL PROPERTY - CONFIDENTIALITY
Drawings, schemes, diagrams and specifications of the products, together with all relevant technical documentation, shall remain the property of HYDROPTIC.
The buyer hereby undertakes not to reproduce any product purchased, in whole or in part, either hardware, software or any other concept relating to the product.
The technical documentation and cards supplied by HYDROPTIC are provided to the customer solely for use with the products and should, under no circumstances, be disclosed to any third party, unless written agreement is given by HYDROPTIC.

ARTICLE 21 -LIABILITY
HYDROPTIC shall under no circumstances be held liable for any indirect damages resulting from the execution of an order, such as any commercial or financial losses, loss of goodwill, loss of profits or orders, hurting of the image or any claim of any third party.
Notwithstanding the provisions hereinabove, it is expressly agreed between the parties that HYDROPTIC's liability, in the event of any negligence proven by the buyer, shall be expressly limited to the amount of the sums paid by the buyer for the products or services having caused the direct damage.

ARTICLE 22- JURISDICTION - DISPUTES Unless otherwise agreed between the parties, all sales concluded by HYDROPTIC shall be subject to the French law. In the event of any dispute of whatsoever kind arising under or in connection with the execution or the interpretation of these terms and conditions or with any sale carried out by HYDROPTIC, the competent jurisdiction will be the Commercial Courts of Toulouse, notwithstanding the case of plurality of defendants or of emergency or protective proceedings, regardless of the method or terms of payment.