General conditions of sale and delivery

1. Object
These general conditions of sale (hereinafter “GTC”) are applicable to all relations between our company
and all customers.They apply to all studies, deliverables, audits, advice and more generally to all
data, services or services provided by or belonging to our company. They cover both
oral or written, such as websites and electronic exchanges or site visits.
the brand “Shapend” which is owned by “Mr. Benoit Pérocheau” as well as “Mr. Mathis Baraton” “
The self-employed companies “designate” Mr. Benoit Pérocheau “and” Mr. Mathis Baraton “” client “designates
any natural or legal person in relation to our company. Any order implies acceptance without
reserved by the customer of these general conditions of sale.

2. Quotation
Given the specific nature of our company’s activity, the rates of deliverables and services are strongly
specific to each client request and may vary from project to project, however, it is committed to billing
ordered at the prices indicated on the quotation. Quotations are based on the information provided by the
customer. Quotations and proposals may require several round trips between our company and the customer,
in order to define as much as possible the perimeter. Our company reserves the right to refuse to establish a
estimate if these elements appear to him incomplete and to refuse any service in case the project does not seem to him
viable or non-compliant with generally accepted rules of safety or design process /

3. Orders
By order means any quotation or proposal accepted by the customer, in writing or e-mail.
modification of an order contract must be made in writing, fax or e-mail.Acceptance or non-acceptance
this request for modification of the contract is notified to the customer by our company, possibly
accompanied by a modified or complementary quote, by e-mail as soon as possible. In case of non-acceptance
of the change request, the notification e-mail to the client will indicate the reasons for the refusal. The customer gives up
any compensation in case of non acceptance, but acquires the right to cancel the order contract.

4. Services, deliveries
The customer has, unless otherwise stated, a period of two months to accept the items provided by our company
(hereinafter “deliverables”) or make comments in writing, by e-mail or by post. After this period, the absence of
remarks implies acceptance without reserve of the deliverables. The claim made by the customer does not suspend the
payment deadlines. In case of total or partial non-payment of an invoice at the end of the term, our company
reserves the right to suspend any delivery in progress and / or to come.

5. Payment method
Sauf stipulation expresse contraire, nos factures sont payables comptant à 30 jours de la réception de facture et en
euro, par tous moyens de paiement autorisésSeul l’encaissement effectif des sommes sera considéré comme complet
paiement.Toute somme non payée à l’échéance donnera lieu au paiement par le client de pénalités à un taux égal au
taux d’intérêt appliqué par la Banque Centrale Européenne à son opération de refinancement (taux « REFI ») En sus
des indemnités de retard, toute somme, y compris l’acompte, non payée à sa date d’exigibilité produira de plein droit le
paiement d’une indemnité forfaitaire de 40 euros due au titre des frais de recouvrement.Articles 441-6, I alinéa 12 et D.
441-5 du code de commerce.Si dans les quinze jours qui suivent la mise en oeuvre de la clause ” Retard de paiement
“, l’acheteur ne s’est pas acquitté des sommes restant dues, la vente sera résolue de plein droit et pourra ouvrir droit à
l’allocation de dommages et intérêts au profit de la société Shapend

6. Intellectual property
Sketches, drawings, plans, reports and more generally all documents provided to our company must either have
been made by the customer himself, or be delivered to us by authorization of the rights holders, the customer guaranteeing us to
in this respect against any appeal from any person who believes that he has rights to assert.
guarantees that, to the best of our knowledge, the services and deliverables produced or used by our company do not infringe any rights
intellectual property.The documents of all types and deliverables, property of our company, are protected by the
laws relating to intellectual property and others, including copyright. The customer can not use these elements
that in the respect of the present GTCS and the contract of order. Any use, reproduction, adaptation,
total or partial transfer of these elements by any means whatsoever, without the express authorization of our
company or signature of a contract of assignment of the intellectual rights, is therefore prohibited and would constitute a
counterfeit sanctioned, including criminal, by the Code of Intellectual Property. Our customers undertake to
make no use of these documents or models that may infringe industrial property rights
or intellectual of our society and undertake to communicate them only to those who have to take

7. Confidentiality and communication

In case of delay, a penalty at the annual rate of 5% will be applied – VAT not applicable, art. GC 293B
The parties may decide to sign a Specific Confidentiality Agreement (“NDA”) this one must be signed between the
customer and one or two of the auto companies holding “Shapend”. If no NDA has been signed, the “auto-enterprises”
give themselves the right to communicate with each other on the customer and his order unless written request of the customer.
cases, even in the absence of NDA, each party undertakes to keep strictly confidential the
information provided by the other party. Each party is nevertheless free, for its own promotion, to
communicate at his own expense on his status as a customer or supplier under the contract of order.They recover
mutually the graphic elements (photos, drawings, logos …) and / or editorial (releases, history,
winners …) authorized by each party or selected in common to communicate on all media and media,
press file type or other. Once the order has been delivered, one of the parties may request a written authorization
the other party for a partial or total dissemination of information and documents exchanged and made during the
order, all party is entitled to refuse the request.

8. Environnement
Our company makes its best efforts to preserve the environment, both in its own business and in
its recommendations to customers. However, it can not be responsible for the consequences of the application
or the evolution of environmental regulations that may impact our business sector and therefore the
customer projects.

9. Responsibilities
The client is committed to bringing to our company and to communicate information, advice and information
necessary, complete, accurate, timely and timely to enable our company to perform its
can not be held responsible for the consequences of late, inadequate, ambiguous or
The responsibility of our company vis-à-vis the customer is limited to the compensation of direct damages to
the exclusion of indirect damages such as, in particular, commercial prejudice, loss of profit, loss of customers,
loss of time, loss of opportunity, third-party action against the client and / or any resulting conviction,
financial expenses or branding.The maximum liability of our company vis-à-vis
of a customer will never exceed, for all causes, the smallest amount between ten times the fees HT of
our company for the relevant caseIn any event, any request or complaint from the customer that may
the responsibility of our company will no longer be admissible after a period of 2 years (biennial guarantee)
following delivery to the client of the deliverable or service in question.

10. Attribution of jurisdiction
Any dispute concerning the application of these Terms and their interpretation, execution and contracts
concluded by our company will be brought before the commercial court of the seat of our company, regardless of the place of
order and payment.

11. Applicable right
Any question relating to these Terms and the contracts they govern, will be subject to French law at
the exclusion of any other right. In the event that the GTCs are translated, the French version will prevail over any other
linguistic version.

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