General Terms and Conditions of Sale

ART. 1: General Clauses
Our sales are subject to these general terms, which take precedence over any conditions of purchase, unless formally and expressly approved by us.
Prices and information within catalogues and other documents are given on a purely indicative basis: they engage our Company only after our written
confirmation.
Similarly, orders negotiated verbally become final only after written confirmation of the two parties. Any changes made during the execution of the order must
also be confirmed expressly by the two parties.
Orders may be cancelled only with written agreement of our Company and provided our Company is duly compensated for any incurred cost.
Our commercial proposals are valid for 30 days from the date of issue.

ART. 2: Studies and Projects
Studies, documents and intangibles (including software) of any nature provided by us remain our sole property and must be returned on our request, unless they
are the subject of a contract of sale. They can in no case be communicated or executed without our written permission.

ART. 3: Formation of Contract
An issued quotation may amend or supplement the present general conditions. In case an order is placed against such quotation, it will only be accepted
definitely after our written confirmation, which will then constitute the conditions.

ART. 4: Shipping and Handling
Unless expressly agreed otherwise, our prices are ex-works (EXW).
The lead time is mentioned indicatively and is not binding to our Company. No penalty for late delivery will be due, notwithstanding any reservations made on
the order form. The delivery time shall take effect from the date of receipt of the payment stage due with order stipulated in the quotation.
In case of fortuitous events or force majeure we reserve the right to cancel all or part of orders of which execution has thus been prevented, prohibited or
suspended, without compensation from us.
We reserve the right to make partial deliveries with corresponding partial invoices. In this case, any partial delivery will be considered to be a separate contract
and the Buyer agrees to pay the partial invoices when due, without invoking incomplete delivery as a reason to withhold payment.
No goods will be taken back or exchanged without our prior written agreement. Goods returns made without this agreement, even if they are received by us,
may not assume such an agreement.

ART. 5: Retention of Title
We retain title to the goods sold until full payment of relating invoice(s) is received. Non-payment by the deadlines may result in reclaiming of the goods. The
Buyer bears nevertheless as from delivery, within the meaning of ART. 4 above, the risk of loss or deterioration of the goods and the responsibility for any
damage caused by these.

ART. 6: Acceptance of Equipment
Without written detailed notification of any dissatisfaction concerning goods delivered within 10 days of their shipment, the goods are deemed to be accepted
without reservation.

ART. 7: Prices, Payment Terms, Penalties
Unless otherwise specified in the quotation or on the acknowledgement of receipt of the order, prices are exclusive of VAT. Their nature (firm or revisable) and
their amount are specified in the special conditions.
A down payment of 50 % is due with the order. Balance invoices are payable 30 days from the date of invoice unless stated otherwise.
Under the Act No. 2001-240 05/15/01, any late payment gives rise to a late payment penalty calculated by applying to the sums remaining due a rate equal to
the interest rate applied by the European Central Bank for its latest refinancing operation, increased by 7 percentage points, without prejudice to the payment of
the original debt. The late payment penalties are due without the need for notification.
The amount of all taxes related to the sale will be added to the price and shall be paid by the Buyer, unless the latter provides to our Company any certificates of
exemption in proper and valid form.
Our Company reserves the right to modify its prices at any time, without notice. In the case of imported materials, any change in the exchange rate may be
reflected in the price.

ART. 8: Warranty
Our products are guaranteed against workmanship or material defects for a period of 12 months from delivery within the meaning of ART. 4 above.
The warranty is for normal use of our equipment. Any damage or destruction caused by errors in mounting, mechanical accidents, faulty maintenance,
inappropriate use, overload or overvoltage, or calibration intervention by third parties are excluded from this warranty. Our liability is strictly limited to the
replacement of defective parts, goods returned at Customer’s charge to our Service Center excluding any other penalty or compensation. Under no
circumstances we will be liable for compensation in relation to consequential and/or industrial damage such as: operating loss, profit losses, commercial harm…
The repair, modification or replacement of a part during the warranty period will not extend the duration of the warranty.
The materials supplied by our Company, but manufactured by others, only benefit from the third-party manufacturer’s warranty.

ART. 9: Repair, Verification, Calibration
Our lead times for repair, verification and calibration are given indicatively and are not binding for our Company.
Payments related to repair, verification, calibration are made net and without discount, cash upon receipt of invoice. Where no response to our quotation for
repair, verification or calibration is received, the client shall, at his expense, take back any equipment entrusted to us within a period of two months from the date
of receipt of a letter of formal notice. After this period, we reserve the right to scrap the materials entrusted and no claim for compensation against us for
destruction of the material will be accepted.

ART. 10: Applicable law
The parties are subject to French law. In case of dispute, and failing amicable agreement, the Tribunal of Pontoise shall have sole jurisdiction, even in the case
of activation of guarantees or plurality of defendants.

ASC Instrument, Parc d’Activités des Bellevues, 4 avenue du Gros Chêne – Bât.C, 95610 Eragny-sur-Oise, France; Tel: +33(0)1 34 48 79 76
SARL with a capital of EUR 216 000; R.C.S. PONTOISE 485 260 103; SIRET 485 260 103 00034; EU VAT nr: FR 53485260103