ARTICLE 1: OFFER
1.1. The documents and information attached to the proposal, such as sketches, drawings,
photos, weights and dimensions, are provided for information purposes only and under no
circumstances will they create any liability for us. Proposals and the associated documents
remain our sole property and may not be transferred to a third party without our written
consent.
1.2. The offer is subject to an option validity period set out in the Special Terms & Conditions.
If not specified, this period is one month from the offer issue date. Once this option validity
period has expired, the price and lead time may be revised.

ARTICLE 2: TERMS & CONDITIONS OF SALE
2.1. Any order placed with us automatically implies:
- the buyer’s acceptance of our General Terms & Conditions of Sale;
- the buyer’s waiver of its own General or Special Terms & Conditions of Purchase.
2.2. Any order placed at the company’s head office and/or through the agent are firm and
final for the buyer.
2.3. However, sales and commitments made by our agents or representatives are not
binding on our company until confirmed by our head office.

ARTICLE 3: SCOPE OF SUPPLY AND ORDER FULFILMENT
3.1. Only our written confirmation, in the form of an order acknowledgement, constitutes the
contractual scope of supply.
If, during fulfilment, the purchaser makes changes to the specification or characteristics of
the equipment, drawings, any acceptance conditions, etc., the additional cost of these
additions or changes will be borne by the purchaser.
To be enforceable, we must have confirmed any special conditions in writing.
3.2. We reserve the right to make any modifications or improvements that we consider
necessary to our equipment at any time; such changes may never provide grounds for the
customer to refuse to accept them, nor oblige us to make these modifications or
improvements to equipment previously ordered or delivered.
3.3. If any model is withdrawn and the customer does not wish to select another model, the
order will automatically be cancelled and any payments already made will be refunded, with
interest calculated at the legal rate effective from three months after the payment dates.

ARTICLE 4: PRICING AND PAYMENT TERMS
4.1. The minimum invoice amount, excluding administrative costs, carriage and packaging,
is set at €200 excluding VAT. For any orders below this sum, an additional administrative
charge will be applied so as to reach the minimum invoice amount.
Unless otherwise stated, our prices exclude VAT and are EXW (Incoterms 2020), plus loading
and packaging.
4.2. Unless otherwise specified, payments should be made by cheque or bank transfer to the
vendor’s registered office, net with no discount, and are due under the terms set out in the
order.
Unless explicitly stated, the following standard payment terms are applied to sales:
- Machines, systems and After-Sales service: 50% when the order is placed, on receipt of
the invoice, 40% when the equipment is made available, on receipt of the invoice, and 10%
when the acceptance report is signed or no later than 30 days after the equipment is made
available.
- Spare parts: payment within 30 days of invoice date by net bank transfer with no discount.
Other payment terms may be granted depending on approval by our credit insurance
company and contractual negotiations.
4.3. If a payment term is agreed after assembly and this is delayed for any reason whatsoever
beyond our control, the contractual deadline of the term will be met for payments and
availability of the equipment at the factory will render payment due.
4.4. If special agreements provide for a warranty retention, the level and duration of the
retention will be discussed during commercial negotiations. In all cases, the warranty
retention may be discharged by means of a bank guarantee.
4.5. By express agreement, if the payment deadline is extended and after giving prior notice,
immediate payment of all sums that could be due will be required, even those not yet due;
these sums will automatically be increased, from the date they fall due, by a late payment
penalty in a sum equivalent to that resulting from applying an annual rate of interest equal to
one and a half times the legal interest rate in force on the due date plus 2%.
In accordance with articles L.441-3 and L.441-6 of the French Commercial Code, and the
French Decree of 2 October 2012, the fixed penalty sum for recovery costs owed to the
creditor for late payment has been set at €40.
However, if the recovery costs exceed the amount of this fixed penalty, the creditor may
request additional compensation, subject to justification. As a penalty clause, all sums falling
due or those due under the acceleration clause shall give rise to the payment of compensation
for recovery costs, equal to 10% of the principal sum and interest.
In the event of non-payment, and after giving formal notice by registered letter, the debtor will
be liable to a daily penalty equal to 1% of the principal sum per day of delay.
4.6. Any justified dispute over invoicing or delivery shall not entitle the purchaser to suspend
payment of the invoice, subject to a possible retention by the purchaser equal to the disputed
amount until the dispute is resolved.

ARTICLE 5: DELIVERY LEAD TIME
5.1. The delivery lead time begins on the date the order is received or as otherwise specified
in the contract.
5.2. The delivery lead time will automatically be extended in the event of unforeseeable
events, not directly attributable to the vendor, occurring on its premises or those of its
subcontractors. For example: laying-off workers, fire and machinery breakdown, flooding,
scrapping major parts during manufacture, temporary import or export bans, difficulties
procuring materials playing a significant part in the manufacture of the item ordered, strikes,
lock-outs, transport delays.
We shall not be liable for any delay resulting from the accumulation of these events. The
vendor will keep the buyer informed, in a timely manner, as the aforementioned events unfold.
5.3. If, during fulfilment, the purchaser makes changes to the specification or characteristics
of the equipment, these may, if appropriate, provide grounds to increase the initially specified
lead times.
5.4. If the purchaser defers delivery for more than one month after the equipment is available
at our premises, we will apply storage charges; it is understood that all risks to the equipment
once the purchaser has been notified of its completion are borne by the purchaser, whether
the equipment is handled, stored in the plant or in the warehouse, and the vendor declines
all subsequent associated liability. However, once the storage period has elapsed, the vendor
is entitled to dispose of the item ordered and to charge a restocking fee of up to 50% of the
invoice amount.
5.5. We will adhere to delivery lead times as far as possible; under no circumstances shall
delays be grounds to cancel the order. Meeting the delivery lead time presupposes that the
purchaser has fulfilled its contractual obligations.
5.6. We shall not be liable to pay any delay penalties other than those derived from prior and
specific written agreements, and when the purchaser has met the payment terms.

ARTICLE 6: TRANSPORT – CUSTOMS – INSURANCE, ETC.
Costs and obligations (transport, insurance, customs, licensing, handling, delivery to site,
etc.) will be allocated in line with the Incoterm (Incoterms 2020). It is the purchaser’s
responsibility to check the equipment on arrival and, if necessary, to take action against the
carriers, even if the shipment was made carriage paid.
Complaints made by the purchaser when we make the delivery will only be accepted if they
are expressed in detail at the time the equipment is received on the carrier’s delivery note,
confirmed to the carrier in writing by registered letter within three days. No goods can be
returned without our prior written agreement.

ARTICLE 7: RETENTION OF TITLE
7.1. The vendor retains full ownership of the items ordered under contract until the price and
expenses are paid in full.
7.2. Until paid in full, the items ordered may not be resold or transformed without the vendor’s
prior consent.
7.3. If the purchaser fails to meet any of the payment deadlines or breaches any of the
provisions of this clause, the vendor may demand the return of the items ordered, at the
purchaser’s expense, until such time as the purchaser has fulfilled all of its commitments. The
vendor will also be entitled to terminate the contractual order by registered letter with
acknowledgement of receipt. Without prejudice to any other damages (particularly including
but not limited to those arising from design costs, the specific nature of the items ordered,
ancillary services, dismantling and repair costs or building work) and in addition to its
obligation to return the items, the purchaser shall pay the vendor compensation for
cancellation set at one third of the amount of the order, excluding taxes. The vendor will
deduct the cancellation compensation from the payments already received.

ARTICLE 8: COMPLAINTS – Spare Parts
In the event of a complaint, it is the purchaser’s responsibility to provide evidence of the nature
and extent of the damage, shortfall, defect or non-compliance within 15 days of receipt of the
items, by registered letter with acknowledgement of receipt. Beyond this deadline, the vendor
will no longer accept any complaint or challenge issued by the purchaser regarding the
products received. The purchaser must return the products delivered or, if this is not possible,
make them available to Newtec Bag Palletizing, taking all necessary measures to maintain
them in the condition in which they were received. If a shortfall is noted, Newtec Bag
Palletizing undertakes to provide the purchaser with the additional parts. It is specified that
any non-compliance or evident defect related to errors and omissions in the specifications is
the purchaser’s sole responsibility.

ARTICLE 9: WARRANTY
9.1. Our equipment, manufactured in accordance with current best practices and standards,
is guaranteed for a period of 12 months from the date of delivery under the contractual
Incoterm against any manufacturing fault or material defect, for operation at a position, unless
otherwise specified in the contract.
9.2. This warranty is limited to:
- replacing any part, component or sub-assembly found to be faulty or not complying with the
technical specifications.
- dismantling and reassembly carried out by us or to reimbursing the corresponding costs for
dismantling and reassembly performed by the purchaser or an acknowledged third party, with
our written agreement. Under no circumstances may the purchaser demand the replacement
of a complete equipment item.
- At no time does this warranty cover parts subject to normal wear and tear, nor machines
nor parts not directly manufactured by us, and in particular components, appliances or
accessories manufactured by suppliers, which will be covered exclusively by any warranty
granted by these suppliers.
- Costs for carriage, dismantling and reassembly are paid by the purchaser, unless otherwise
specified in the contract.
Parts that we have replaced become our property.
9.3. Figures given for throughput rates, speed, power rating, consumption and weight are
those defined in the specifications of the contract agreed between the vendor and purchaser.
9.4. We should be notified immediately of any reservations in writing.
9.5. In addition, we accept no liability for damage caused to equipment by inappropriate use,
improper maintenance or by chemical, electrical, mechanical or atmospheric influences.
If assembly is not carried out by us, the warranty will only come into force if we oversee such
assembly and perform the commissioning tests.
9.6. To be able to undertake warranty work under the most appropriate conditions, the
purchaser must give the vendor, by mutual agreement, the time and facilities needed to do
the work. Otherwise, the vendor shall not be held liable.
9.7. Travel and transport costs occasioned under this warranty shall be borne by the
purchaser, unless otherwise specified in the contract.
9.8. Repairing or supplying parts during the warranty period shall not have the effect of
extending the warranty period. We provide no warranty on equipment we have not supplied,
whatever the cause of the defect.
9.9. The vendor is entitled to refuse to honour its warranty commitments as long as payments
due remain outstanding.
9.10. If the purchaser has our equipment modified, altered, repaired or dismantled by a third
party without our written agreement, we shall immediately cease to honour the warranty
covering it.
9.11. Under no circumstances will the replacement of a part result in the payment of any
compensation whatsoever.

ARTICLE 10: CANCELLATION OF THE ORDER
10.1. If we are permanently unable to supply the equipment, the purchaser may terminate the
contract, to the exclusion of any other grounds and particularly for not meeting delivery lead
times, transfer, termination, reduced business activity, compensation for damage of any kind
to the item ordered, to existing equipment or to equipment not supplied by us.
10.2. Machines, systems and After-Sales service
Furthermore, if the purchaser fails to fulfil the contract, particularly by refusing to take delivery
or not paying the sums agreed, we shall be entitled to terminate the sales contract and shall
be discharged from any obligation to supply the equipment, after we have sent a registered
letter serving notice and remaining ineffectual for over one month.
In such a case, the agreed price shall remain payable in full by the purchaser as contractual,
fixed sum damages and, if necessary, under a penalty clause.
If we are notified by registered letter that the purchaser will not fulfil the contract before
manufacturing of the equipment has actually been started, i.e. commitments on procurement
or manufacturing, we will retain the sums paid or remaining due in advance, where these
sums should be equivalent to at least 20% of the total value of the order, as contractual, fixed
sum damages and, if necessary, under a penalty clause.
10.3. Spare parts
On receipt of our order confirmation, the customer has 48 hours (working days) to notify us
of the cancellation of its order. Where spare parts are manufactured exclusively for the
customer and cannot be reused, the order cannot be cancelled.

ARTICLE 11: LIMITATION OF LIABILITY CLAUSE
Under no circumstances may the vendor be held liable for consequential or intangible losses,
particularly including loss of use of works, loss of contract, loss of profits, loss of production
or operation, damage to image or loss of earnings.

ARTICLE 12: PLACE OF JURISDICTION
By explicit agreement, any dispute of any kind whatsoever falls within the jurisdiction of the
Commercial Court of the vendor’s registered office, to which exclusive jurisdiction is granted.
Our requests for or acceptance of payment do not entail any substitution or exemption from
this agreement assigning payment and jurisdiction, even where multiple defendants or third
party claims are involved.