GAC S.A.S. – MyDATEC

General Terms and Conditions of Sale (C.G.V.)

PREAMBLE

The purpose of these General Sales Conditions (hereinafter “G.S.C.”) is to set out the respective obligations of GAC-MyDATEC and the Customer within the framework of their contractual relationship.

1. Application

Any order submitted to GAC-MyDATEC implies full and complete acceptance and application without reservation by the Customer, who acknowledges having full knowledge of these G.S.C. which prevail over any other document, including all general conditions of purchase of the Customer.

Only special terms of sale agreed in writing between GAC-MyDATEC and the Customer may, if necessary, deviate from these G.S.C. All provisions of these G.S.C. not expressly modified or repealed by these special terms of sale remain in full force and effect.

GAC-MyDATEC is bound by the commitments of its agents subject to written confirmation by GAC-MyDATEC. No order is considered perfect and final until it is expressly accepted by a document acknowledging receipt and mentioning a registration number.

2. Information – Products – Project

The information contained in catalogs, brochures, commercial proposals, drawings, websites, etc., is given as an indication by GAC-MYDATEC, which reserves the right to make any changes at any time and without notice.

The Customer remains responsible for the design of its installation, the choice of the product, the good realization of the installation and its implementation corresponding to its characteristics, according to the provisions of article 12 of the G.C.S.

GAC-MyDATEC’s obligations are limited to the technical characteristics of the products it sells, as stated in the various technical-commercial documents. All other information is provided for information purposes only and is not technically binding.

Carried out for the sole purpose of presenting its commercial proposal, the calculation of air renewal possibly carried out by GAC-MyDATEC according to the decree of March 24, 1982, relating to the ventilation of housing, allowing the selection of the appropriate CMV, does not constitute a thermal or aeraulic dimensioning study. GAC-MyDATEC reminds you that it must be carried out by a design office or a qualified professional.

The help or information notes for professionals or tutorials to help with the input of Title V of the RT 2012 (order of 10/07/2013) are not design studies.

GAC-MyDATEC is not a design office and does not make any dimensioning (thermal, aeraulic, electrical or others, etc…) allowing for example to reach a given or desired temperature according to a foreseen and calculated consumption. In order to deliver the heating or cooling temperature desired by the Customer, the installation must be designed and calculated by a competent professional, a technical design office, or other at the Customer’s choice.

GAC-MyDATEC can draw up network diagrams in a theoretical way and they are only used to assemble the accessories supplied in the kit: they are neither design nor work execution plans.

The project owner, the designated project manager, or, if applicable, the thermal design office chosen by the client or the specialized company that installs the installations, retain full and complete control of the project.
The installation of GAC-MyDATEC systems must be carried out by professional installers recognized in the market, whose qualified personnel have the necessary certifications (heating, air conditioning, electricity, etc.).

GAC-MyDATEC, as part of its duty of advice, provides the customer with the information necessary for the use of its products.

The GAC-MyDATEC customer service provides an information service, and supply / replacement / repair on spare parts of its materials, worn and / or broken. Troubleshooting must be performed by a qualified professional. The equipment sold by GAC- MYDATEC must be regularly maintained, operations that vary depending on the equipment; the customer must refer to the instructions for the equipment sold.

GAC-MyDATEC reserves the right to modify its products at any time, without prior notice to the Customer.

3. Awards

The products are supplied at the prices mentioned in the commercial proposal sent by GAC-MyDATEC to the Customer or in the particular conditions agreed between them. The confirmed and invoiced prices are those indicated in the order acknowledgement given to the customer.

All deliveries with a production time of less than two (2) months will be invoiced at the base price agreed upon at the time of order. If this period is longer, the price will be corrected according to the legal provisions in force.

The prices are in euros, all taxes included, net of any discount and contributions or expenses, in particular related to the prevention and management of electrical and electronic waste.

The validity of an offer is limited to sixty (60) days from the date of issue.

Prices and shipping rates do not constitute a binding offer and may be modified without prior notice, in particular in case of changes in economic conditions such as variations in the price of raw materials, fuels, duties and taxes, unusual variations in exchange rates, market collapse, shortage of materials, changes in legislation, etc.

Prices will also be revised in the event of new taxes, contributions, or costs generated by changes in legislation aimed at ensuring the compliance of GAC-MyDATEC products or the prevention and management of waste electrical and electronic equipment as well as their elimination, treatment and recovery, without this list being restrictive.

4. Deliveries – Transfer of risk

4.1 Delivery times

The delivery times are provided as an indication.

The confirmed delivery dates are ex-workshop, subject to compliance with the terms of payment.

A possible overrun of the indicated delivery times can neither lead to the cancellation of the order, nor to a request for price revision or compensation, nor to penalties for delay.

GAC-MyDATEC is automatically released from any commitment relating to delivery times if the payment conditions have not been observed by the Customer or in the presence of circumstances beyond its control, force majeure or events such as: lock-out, strike, epidemic, war, requisition, fire, flood, tooling accidents, scrapping of important parts during manufacture, interruption or delay or any other cause leading to total or partial unemployment for GAC-MyDATEC or its suppliers.

GAC-MyDATEC will keep the Customer informed of the cases in which the aforementioned events occur.

4.2 Method of delivery – transfer of risks

The delivery entails the transfer to the Customer of the risks relating to the goods.

Delivery is made either by direct handover to the customer, or by simple notice of availability, or by delivery to GAC-MyDATEC’s factories or warehouse, or to a shipper or carrier designated by the customer or, failing that, chosen by GAC-MyDATEC.

The principle of delivery to GAC-MyDATEC’s factories or warehouses is not subject to deviations due to indications such as free delivery to the station, platform, home or reimbursement of total or partial transport costs, etc.

4.3 Storage and handling

If shipment is delayed for any reason beyond GAC-MyDATEC’s control, and with GAC-MyDATEC’s prior express consent, the material may be stored and, if necessary, handled by GAC-MyDATEC at the customer’s expense and risk, with GAC-MyDATEC disclaiming any liability in this regard. The amount of the storage fees charged cannot be less than 1% per week of the value of the order, capped at 5% of the amount excluding VAT of the order. This shopping period shall not exceed five (5) weeks. These provisions do not alter the payment obligations of the Supply and do not constitute a novation.

5. Transport of the delivered goods

The operations of transport, insurance, customs, handling, bringing to work of the dispatched goods are with the load and with the expenses, risks and dangers of the Customer. Shipments by GAC-MyDATEC are made collect.

GAC-MyDATEC does not accept any responsibility for rust, water, damage or deterioration of any kind occurring to the goods after they have been shipped or made available to the Customer, even if the shipment has been made carriage paid. In the event of damage of any kind occurring during transport, it is up to the Customer to exercise any recourse against the carrier and/or insurer within the usual time limits and forms, and to inform GAC-MyDATEC by registered letter with acknowledgement of receipt within three (3) days of delivery.

It is the customer’s responsibility to verify the deliveries (quantity and quality) upon arrival, before giving discharge to the carrier, the unqualified acceptance of the goods delivered deprives the customer of any further recourse against GAC-MyDATEC.

6. Packaging

GAC-MyDATEC does not take back packaging. In the absence of special instructions, the packaging is prepared by GAC-MyDATEC in the best interest of the Customer.

7. Recycling and end of life of my equipment (WEEE)

GAC-MyDATEC is a member of Eco-systèmes, which guarantees the collection, depollution and recycling of used electrical appliances in compliance with the highest environmental and social standards.

Eco-systèmes is a non-profit eco-organization approved by the public authorities for the Waste Electrical and Electronic Equipment (WEEE) sector. www.eco-systemes.fr

8. Payment – Late payment penalties – Penalty clause

Full payment is due with the order, unless expressly agreed in the invoice. The invoice mentions the date on which payment must be made, and payments are made to the GAC-MyDATEC headquarters, net and without discount;

  • Payment is understood to be the collection by GAC-MyDATEC of the full amount of the invoice, and not the simple delivery of a title entailing an obligation to pay;
  • any delay will give rise to the application of penalties at a rate equal to that applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points. In this case, the rate applicable during thefirst half of the year in question is the rate in effect on January1 of the year in question. For thesecond half of the year, this is the rate in effect on July1 of the year in question. Late payment penalties are due without the need for a reminder.

The Customer may not make payment conditional on the provision of invoices that do not meet its requirements under the applicable legislation, or on the provision of any other non-mandatory document.

The agreed payment dates may not be delayed for any reason, including in the event of a dispute. Complaints do not exempt the Customer from paying invoices when due, and no deductions can be made from GAC- MyDATEC invoices.

Any significant change in the financial or economic situation of the Customer, even after partial execution of the orders, may lead to a revision of the payment conditions.

In case of non-payment on the due date, GAC-MyDATEC may suspend access to the customer service.

Not being a lessor of work nor a contractor, but a manufacturer, the company GAC-MyDATEC is not subject to the provisions of Article 1799-1 of the Civil Code, and therefore does not accept any retention of guarantee, bonded or not, on the amount of the products invoiced.

9. Reservation of title – Resolutive clause

GAC-MyDATEC retains ownership of the goods sold until full and effective payment of the price in principal, interest and accessories.

Consequently, failure to pay a single due date may result in GAC-MyDATEC reclaiming its goods.

The Customer assumes, as of delivery as defined in Article 4.2 above, the risk of loss or deterioration of goods, as well as responsibility for any damage they may cause. He therefore undertakes to insure himself, with a solvent company, against all risks relating to the transport, loss, theft or partial or total destruction of the goods.

GAC-MyDATEC reserves the right to prohibit any modification of the property following the opening of any collective proceedings against the Customer.

In the event of non-performance by the Customer of any of its obligations, GAC-MyDATEC reserves the right to cancel or terminate the sale by operation of law after a simple formal notice that has remained without effect, sent to the Customer by registered letter with acknowledgement of receipt. Any deposit paid will be retained by GAC-MyDATEC as compensation, without prejudice to any damages.

The Customer shall inform GAC-MyDATEC of any threat, action, seizure, requisition, confiscation, or any other measure that may jeopardize its ownership of the products.

Failure to comply with these provisions by the Customer shall incur liability and shall authorize GAC-MyDATEC to reduce the sale by simple notice sent by registered letter with acknowledgement of receipt, to take back the products still in stock and to refuse to continue to deliver the Customer.

The products still in the possession of the Customer will be presumed to be those still unpaid, and GAC-MyDATEC may take them back in settlement of any amounts remaining unpaid.

The partial payments made will serve to cover the damages arising from the non-performance of the contract and, in the first place, the damages arising from the disappearance, resale, deterioration, or obsolescence of the products. The costs of dismantling, transport and storage caused by the Customer’s failure to fulfil its commitments under the sale will then be charged.

10. Intellectual Property

Subject to the express prior written agreement of GAC-MyDATEC, the Customer is authorized, on a precarious basis, to use the brand, the commercial name, the sign, the graphic elements and other distinctive signs

about GAC-MyDATEC products for the sole purpose of identifying and promoting them and for the exclusive benefit of GAC-MyDATEC. This right of use does not confer any property rights on the Customer, who undertakes not to register or own any trademarks, models, domain names, patents, signs, trade names, product references or other distinctive signs that could be confused with those of GAC-MyDATEC. The Customer undertakes to use and reproduce faithfully the graphic elements such as logos or photographs, strictly respecting the quality of the image and the format of the original graphic elements; he/she shall refrain from modifying them or using them in such a way that they could be perceived as degrading the brand image of GAC-MyDATEC or that of its products

At the first request of GAC-MyDATEC and upon receipt of a registered letter with acknowledgment of receipt, the Customer agrees to stop all use.

11. Complaints – Cancellation of order – Return of material

11.1 Complaints

In accordance with Article 5, claims concerning transport can be made by the Customer according to the rules of use contained therein to the carrier, with a duplicate sent to GAC-MyDATEC. Complaints are only admissible if they are formulated by registered letter with acknowledgement of receipt, within three (3) days of the date of arrival of the goods at destination and before any transformation or installation.

In the event of a complaint recognized as justified by GAC-MYDATEC, its obligation is limited to the replacement of the part recognized as defective, after the part has been returned to the factory, without it being possible to claim any compensation on any grounds whatsoever.

Any exchange or return must be made by the usual carriers of GAC-MyDATEC. Any deviation will be charged to the Customer.

11.2 Order cancellation

Any cancellation of order by the Customer engages his responsibility. The Customer may not cancel orders, except with the express prior consent of GAC- MYDATEC, and provided that the Customer at least takes over the delivery of the manufactured material and compensates GAC- MYDATEC for the expenses and lost profits for the material being manufactured.

11.3 Material recovery

No return or exchange of material will be made. Any return that reaches GAC-MyDATEC without prior written authorization will be systematically refused and returned to the sender at his expense.

11.4 Return of material under warranty

The return of materials must be subject to prior written agreement from GAC-MyDATEC

12. Warranty

12.1 Scope of warranty

The warranty applies to devices (assembled with their original components or substitutable spare parts), stored, installed, used, maintained in accordance with good engineering practice and GAC-MyDATEC’s specifications and recommendations, provided that they have not been subjected to any external aggression (electrical, thermal or weather shocks, etc.), or modifications made by the Customer, or abnormal use, etc.

The GAC-MyDATEC warranty does not apply in case of incorrect assembly, incorrect use of its equipment, as provided for in the assembly diagram of the accessories supplied in the kit, the instructions for use – assembly – maintenance – assistance, and the letters or others containing technical specifications on its products. Also give rise to Excluded from the warranty are all incidents or malfunctions resulting from fortuitous events or force majeure, replacements or repairs resulting from normal wear and tear, deterioration or accidents resulting from negligence, lack of supervision or maintenance, abnormal use of the equipment, external causes of aggression.

The warranty covers the material recognized as defective by GAC-MyDATEC’s technical services, excluding labor and shipping costs, which remain the responsibility of the Customer.

12.2 Duration and starting point of the guarantee

GAC-MyDATEC’s warranty on its products is for a period of two (2) years from the date of invoice to the Customer. GAC-MyDATEC undertakes to ensure the availability of original components or substitutable spare parts for the above-mentioned period of two (2) years.

The replacement of a part does not affect the duration of the original warranty of the product concerned.

12.3 Terms and conditions for exercising the guarantee

To be able to invoke the benefit of these provisions, the customer must notify GAC-MyDATEC within 48 working hours in writing, of the difficulties attributed to the material and provide all evidence as to their reality. The customer shall give GAC MyDATEC every opportunity to establish and remedy such defects. The warranty does not apply if the customer carries out repairs or has them carried out by a third party before GAC-MyDATEC has been able to determine the alleged difficulties. GAC-MyDATEC reserves the right to repair or replace defective parts. The cost of transporting the defective equipment or parts, as well as the cost of returning the repaired or replaced equipment or parts, shall be borne by the Customer.

Replaced parts are returned to GAC-MyDATEC free of charge and become the property of GAC-MyDATEC.

12.4. Limitation of liability

GAC-MyDATEC’s liability is limited to the obligations set forth in this section. GAC-MyDATEC will not be held liable for any compensation, including for immaterial or indirect damages such as loss of profit, loss of use or income, third party claims, etc…

GAC-MyDATEC’s possible visit to the site does not constitute a design or execution control.

13. Applicable Law – Amicable Dispute Resolution Procedure – Jurisdiction

All operations covered by the present G.S.T. are subject to French law.

GAC-MyDATEC and its Customer undertake to attempt to resolve amicably any dispute that may arise between them in the event of difficulties arising in connection with these G.S.C. To this end, they undertake to respect, before taking any legal action, a period of truce of two (2) months, during which they shall endeavor to contribute loyally to the development of an amicable solution, at the cost of mutual and reciprocal concessions. GAC-MyDATEC and its Client may, in any case, but without this constituting an obligation, appoint a mediator, who will make transactional proposals within three (3) months of the referral. The costs and fees of such mediation shall be shared equally by the parties.

ANY DISPUTE WILL BE UNDER THE EXCLUSIVE JURISDICTION OF THE COURT IN WHICH GAC-MyDATEC’S HEADQUARTERS ARE LOCATED, EVEN IN CASE OF AN APPEAL FOR WARRANTY OR PLURALITY OF DEFENDANTS.