General terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE

1. PREAMBLE
In accordance with applicable law, these General Terms and Conditions of Sale ("GTCS") are the basis for any commercial negotiation and define the terms and conditions applicable in the commercial relations between CIEL ELECTRONIQUE and the Customers. Unless otherwise agreed in writing by CIEL ELECTRONIQUE, they are the only ones applicable, notwithstanding any contrary stipulations that may appear in the general terms and conditions of purchase or any other document of the Customer.

2. OFFERS
As CIEL ELECTRONIQUE does not sell to individuals, it is advisable, as a professional, to open an account. This operation can be done within approximately 24 hours.
The information provided in the catalogs, prospectuses and on the CIEL ELECTRONIQUE Web site is not binding on CIEL ELECTRONIQUE and may be modified at any time. As their characteristics and performance are constantly being improved, the products sold may be modified or withdrawn from sale at any time.
CIEL ELECTRONIQUE's prices are subject to change at any time, in particular as a result of variations in the prices of raw materials, monetary rates, labor and taxes, and the supply and demand market.
Unless otherwise stipulated and until their confirmation by CIEL ELECTRONIQUE, offers are always made without commitment, both with regard to the characteristics of the products and the prices and delivery times.
CIEL ELECTRONIQUE's agents do not have the power to commit the latter, unless expressly confirmed by CIEL ELECTRONIQUE.

3. ORDER
As a wholesaler, our minimum order value is set at 75 € HT (excluding transport) for France and 200 € HT for the whole world.
Customer orders must be placed or confirmed in writing directly to CIEL ELECTRONIQUE's head office. CIEL ELECTRONIQUE reserves the right to require a deposit or a complete payment at the time of the order. The order constitutes an irrevocable commitment that the Customer may not transfer to anyone without the prior written consent of CIEL ELECTRONIQUE.
Only CIEL ELECTRONIQUE's written confirmation of the order is valid and binding, to the exclusion of any other pre-contractual or information document.
CIEL ELECTRONIQUE's acceptance of orders is based on the Customer's legal and financial situation at the time of such acceptance. Any subsequent change in this situation likely to compromise compliance with the commitments made by the Customer shall constitute, at CIEL ELECTRONIQUE's discretion and irrespective of any damages and interest, a reason either for immediate payment of all sums owed by the Customer, or for implementation of the retention of title clause, or for cancellation of all contracts and orders in progress.

4. PRICE
The price invoiced is that of CIEL ELECTRONIQUE's price list in effect on the day of the order.
Unless otherwise stipulated, the prices of the products are ex works, excluding packaging and are based on the existing economic, social and fiscal conditions to which our industry is subject on the date of the acknowledgement of receipt.
CIEL ELECTRONIQUE expressly reserves the right to modify these prices to bring them into line with new economic, social and fiscal conditions that it would have to bear at the time of delivery (in particular changes in customs duties or currency rates).

5. PAYMENT
Invoices are issued on the day of delivery. Unless otherwise stipulated, invoices are payable at the time of order for all new Customers. In case of regular orders, payment conditions can be granted on request.
In no case may the payment term exceed 45 days end of month or 60 days net date of invoice.
In the event of non-payment on any of the due dates, all of CIEL ELECTRONIQUE's claims against the Customer shall become payable by operation of law, without any prior procedure or formal notice.
The Customer shall also be liable, by operation of law and without any prior formalities or formal notice, for late payment penalties calculated by applying to the total amount still due an interest rate equal to three times the legal interest rate.
If the Customer fails to perform its obligations, CIEL ELECTRONIQUE shall be entitled to refuse to sell the goods, unless the Customer provides a payment that can be cashed before delivery of the goods.
In addition, CIEL ELECTRONIQUE reserves the right to cancel outstanding orders not yet delivered and to suspend all deliveries.
Payments received from the Customer shall always be applied first to interest on arrears, then to the oldest invoices.

6. TRANSPORT - SHIPPING - DELIVERY
Shipments are made "ex-works" for France, plus postage; "ex-works" for foreign countries. In the absence of instructions from the Customer, CIEL ELECTRONIQUE reserves the right to choose the carrier without incurring any liability.
For France, by default we use UPS and the fixed price for postage and packaging is 19 € HT. 
Regardless of the billing method, the products travel at the Customer's risk, and it is the Customer's responsibility to check them upon arrival and, if necessary, to make any necessary reservations within the legal time limits and to exercise any recourse against the carrier (any reservation made must be made explicitly on the delivery slip and confirmed to the carrier by registered letter within three days of receipt of the goods by the Customer). The shipped products are not insured by CIEL ELECTRONIQUE, they can be insured on particular written instruction of the Customer who will then assume the insurance costs. Invoicing shall be carried out according to the quantity delivered. It is permissible to deliver in part.
The delivery time is given as an indication and without obligation, and shall begin as of the date CIEL ELECTRONIQUE sends the order confirmation, provided that the Customer has provided all necessary documents and technical data and has fulfilled all its contractual obligations.
Delays in delivery cannot justify cancellation of the order, damages and penalties for delay are excluded in all cases.
If the products remain in CIEL ELECTRONIQUE's warehouses for a reason attributable to the Customer, CIEL ELECTRONIQUE may, without prior notice, claim reimbursement of the storage costs, without this reimbursement modifying the conditions of transfer of ownership defined elsewhere.
If the Customer owes CIEL ELECTRONIQUE any amount, CIEL ELECTRONIQUE is automatically released from any commitment, including with respect to delivery times.

7. RECEIPT - COMPLAINT
The Customer has the obligation to verify the conformity and the good condition of the products upon delivery or receipt.
Claims for quantity or non-conforming products as well as for apparent defects must be made in writing and addressed to CIEL ELECTRONIQUE within eight days of receipt of the products. After this period, any action for non-conformity is prescribed.
Any return of products must be previously authorized by CIEL ELECTRONIQUE with issuance of an authorized return number (RMA). The returned products must be in perfect condition, not have been modified and be carefully packaged. The costs and risks of the return are always borne by the Customer.

- In the case of changes in raw materials, prices may be adjusted according to changes in prices, especially when the products contain raw materials subject to strong variations in quotation.
- In the event of a currency fluctuation (exchange rate) of more or less 2.5% on the day of delivery, the invoiced price will be revised according to the rate of exchange,
the invoiced price will be revised according to the rate of the currency of the day of delivery, and this on 80% of the value.the invoiced price will be revised according to the rate of the currency of the day of delivery, and this on 80% of the value.
A return does not exempt the Customer from paying all or part of the invoice for the delivery. In case of apparent defect or non-conformity of the delivered product, duly noted by CIEL ELECTRONIQUE, the Customer will be able to obtain the replacement, the repair or the refunding of the product with the choice of CIEL ELECTRONIQUE, with the exclusion of all damages.

8. FORCE MAJEURE
In the event of force majeure or events beyond its control, including strikes at the manufacturers as well as at CIEL ELECTRONIQUE or at any third party involved in the manufacturing or marketing process, preventing, delaying or hindering the delivery or transportation of goods from CIEL ELECTRONIQUE to the Customer, CIEL ELECTRONIQUE shall be released, by operation of law, from any commitment, including with respect to delivery times.

9. SUBCONTRACTING
In the event that materials or parts are provided to us by the Customer to carry out its order, no incoming inspection is performed by us. It is assumed, unless otherwise agreed, that the product made available to us is free of defects. If a defect should occur in our production from these materials or parts, the customer shall be liable for the product supplied and shall reimburse us for the costs of processing and the added value we have added to this product as well as the product itself.

10. DRAWINGS, SPECIFICATIONS, TOOLING
In the case of customer-specific projects, the drawings and specifications provided by the Customer are used by CIEL ELECTRONIQUE to propose the product corresponding to the Customer's needs. CIEL ELECTRONIQUE's materials or parts are manufactured and controlled either according to the Customer's drawings or according to CIEL ELECTRONIQUE's drawings after validation of these by the Customer. Any deviation must be confirmed to CIEL ELECTRONIQUE in writing. In the event of a stipulation to the contrary, only a writing from CIEL ELECTRONIQUE indicating compliance with a document shall be valid. The studies and tools carried out by us or by our principals or subcontractors shall remain in our possession and our property, even if the cost has been paid by the Customer in whole or in part.

11. WARRANTY
CIEL ELECTRONIQUE guarantees its products for three (3) months, and moreover assigns all warranty actions against the manufacturers.
As far as it is concerned, the warranty issued by CIEL ELECTRONIQUE, which excludes the legal warranty, is limited, at CIEL ELECTRONIQUE's sole discretion, either to the pure and simple replacement of the defective material or parts, or to the repair of these products or parts. All other actions or claims under warranty are excluded, in particular the repair of direct or indirect damage caused to persons or objects other than the delivered products as well as the assumption of responsibility for the possible loss of profit. The guarantee does not involve any refunding by CIEL ELECTRONIQUE of the labour costs possibly supported by the Customer.
As CIEL ELECTRONIQUE is essentially involved in the supply of obsolete electronic components, thus, by nature, without traceability with the manufacturers, hidden defects or design faults found must be immediately brought to the attention of CIEL ELECTRONIQUE in writing with all justifications of their reality, upon receipt of the products. The action in guarantee against CIEL ELECTRONIQUE is prescribed with the expiry of a three (3) months deadline date to date, as from the observation of the defect or the vice.
The warranty is more expressly excluded for all the following cases:
- assembly or use in conditions that do not comply with the regulations or customs.
- Non-payment by the Customer of any amount due to CIEL ELECTRONIQUE,
- force majeure or fortuitous event, normal wear and tear or damage resulting from a lack of maintenance or supervision, incorrect operation, misuse, even temporary, or deliberate deterioration.
- any disassembly, modification or repair of the products by the Customer or by third parties,
The above stipulations relating to the contractual guarantee leave in place, for the benefit of the non-professional Customer only, the benefit of the legal guarantee instituted by articles 1641 s. of the Civil Code.

12. EXPORT OF THE GOODS BY THE CUSTOMER
In application of the various national and international regulations, the purchaser undertakes not to export the goods sold from France other than in compliance with said regulations and by obtaining any necessary prior licenses and authorizations.
CIEL ELECTRONIQUE declines all responsibility and obligation and shall not be held liable for any harmful consequences that may result from failure to comply with said regulations or from failure by the Customer to obtain the necessary authorizations. The Customer agrees to indemnify and hold harmless the seller from any damage, cost or liability that the latter may incur in this case.

13. RESTRICTION OF USE
Unless CIEL ELECTRONIQUE has given its prior express written consent, the goods sold are not intended for and may not be used in life support equipment, implants for the human body, nuclear equipment or systems or any other use in which a defect in the goods would be likely to cause death or very significant damage to movable or immovable property.

14. RESERVATION OF OWNERSHIP CLAUSE
For all sales concluded between CIEL ELECTRONIQUE and the Customer, the transfer of ownership of the products delivered is suspended upon full payment of the price and accessories by the Customer until said full payment.
The remittance of commercial bills of exchange is not considered as payment until their effective cashing.
The Customer undertakes not to dispose of the products by any means whatsoever and to immediately inform CIEL ELECTRONIQUE of any acts of third parties infringing CIEL ELECTRONIQUE's property rights.
Without prejudice to any damages and the right of CIEL ELECTRONIQUE to retain any advance payments received, in case of total or partial non-performance of the obligation to pay the price and/or its accessories, the Customer is obliged to return immediately and at its own expense the products received as soon as CIEL ELECTRONIQUE will have manifested by any means its irrevocable will to take advantage of the present clause. This manifestation of will is the only formality required to compel the Customer to return the products. If the Customer fails to return the products immediately, he may be forced to do so by a summary order.
The implementation of this clause does not prejudice CIEL ELECTRONIQUE's right to request forced execution of the contract or its resolution with damages.
The Customer is authorized to resell the products only in the context of its normal business and if it is not in arrears with any payment to CIEL ELECTRONIQUE. If the Customer resells the products before full payment, the sale concluded between CIEL ELECTRONIQUE and the Customer shall be cancelled by operation of law and without formality and the Customer shall be deemed to have resold them on behalf of CIEL ELECTRONIQUE.

15. INDUSTRIAL PROPERTY
The plans, studies, projects, instructions for use or assembly, photographs, technical and commercial documents and models remain the exclusive property of CIEL ELECTRONIQUE or the manufacturer of the products in question. The Customer shall refrain from copying, reproducing, transmitting and communicating them to third parties, and shall be liable for any penalty or compensation owed by CIEL ELECTRONIQUE to the holder of the rights violated by the Customer.

16. APPLICABLE LAW - COMPETENT JURISDICTION
The relationship between the parties is governed by French law. The parties shall seek an amicable agreement before any litigation. The courts of NICE shall have exclusive jurisdiction in the event of a dispute of any nature or of a dispute relating to the formation or execution of the order, unless CIEL ELECTRONIQUE prefers to bring the matter before any other competent court. This clause applies even in the event of summary proceedings, incidental application or multiple defendants and regardless of the method and terms of payment.

CGV - CIEL ELECTRONIQUE - SIRET : 393 908 009 00045 - RC NICE 94B 00191 - SASU with a capital of €50.000.