General Terms and Conditions of Sale

Last modification: 01/30/2022

1. Definitions

The terms mentioned below, beginning with a capital letter, as used in these General Terms and Conditions of Sale ("GTCS"), shall have the following meanings:

Technis. The company issuing the Offer, which shall be, depending on the case, Technis France SAS, a company governed by French law identified under number 842 654 261 RCS Paris, or Technis SA, a company governed by Swiss law registered in the canton of Vaud under number CHE-140.953.786, to the exclusion of any other Affiliated Company.

Other Services. All services, other than Technis Services, provided by TECHNIS under the Agreement, including in particular installation services, as described in the Agreement.

Unit Price Schedule. The schedule of unit prices for (i) Services provided by TECHNIS, (ii) Goods sold by TECHNIS, and (iii) Goods leased by TECHNIS.

Goods. The equipment sold or leased by TECHNIS to the Client (i) under the conditions defined in the GTCS, particularly in Annex I (sale of Goods) and Annex II (lease of Goods) of the GTCS, or (ii) by a third party, for the purpose of providing the Services covered by the Agreement.

GTCS. These General Terms and Conditions of Sale, including all its annexes.

Client. Any natural or legal person acting in the course of their professional activity, purchasing Services and/or purchasing or leasing Goods under the Agreement.

Compliant / Compliance. The compliance of the Goods with applicable legislative, regulatory, and administrative provisions (notably, for France, the manufacturer’s warranty, the warranty against hidden defects, and the statutory warranty of conformity for the legally defined warranty periods, and for Switzerland, in particular, the warranty for defects).

Agreement. The contract concluded between TECHNIS and the Client for the provision of Services and/or the sale or lease of Goods, comprising (i) these GTCS and (ii) the Contractual Documents.

Contractual Documents. Provided they have been signed by the Parties: (i) the Offer issued by TECHNIS, and (ii) the SLA.

Personal Data. Any type of data and information relating to an identified or identifiable natural person, directly or indirectly, particularly by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more specific elements unique to their physical, physiological, genetic, mental, economic, cultural, or social identity.

Written Document. A document transmitted by Notification, email, postal mail, hand-delivered mail with acknowledgment of receipt, or bearing the respective signatures of the Parties.

Force Majeure. Events classified as force majeure as defined by the law applicable to the Agreement or, where applicable, by case law. In contractual relations between Technis and the Client, the following shall expressly be considered as force majeure events: wars, international tensions, riots, raw material shortages, epidemics, pandemics, and strikes.

Confidential Information. Any information and data of any kind, including but not limited to technical, economic, financial, commercial, accounting, or legal information, whether communicated orally, in writing, or recorded on any medium, exchanged between the Parties and relating directly or indirectly to the Services, Goods, and/or the internal organization of the Parties.

Business Days. From 9:00 AM to 6:00 PM CET, on all weekdays except Saturdays, Sundays, and public holidays.

Notifications. Any notification sent by one Party to the other Party in the form of registered mail with acknowledgment of receipt, an international registered letter, or a DHL courier.

Essential Obligation. The contractual obligations deemed determining and essential, other than the payment of the Price, whose breach may justify the termination or early cancellation of the Agreement, (i) as defined:for Services: in Articles 5.2, 8.2, 9, 12, 16, and 21 of the GTCS;

for the sale of Goods: in Article 5 of Annex I of the GTCS;

for the lease of Goods: in Articles 4, 5, 6, and 7 of Annex II of the GTCS, and
(ii) those specified as such in a Contractual Document.

Offer. Any offer or quotation for the provision of Services, the sale of Goods, or the lease of Goods, issued by TECHNIS, including, in particular, a description of the Services and Goods as well as the related financial conditions.Parties. Collectively TECHNIS and the Client (each referred to individually as a “Party”).

Service Provider. Any natural or legal person having entered into an agreement with TECHNIS, in any form whatsoever, responsible under said agreement for performing all or part of the Services, and/or supplying and/or installing Goods at the Client’s premises, and/or any other services (including after-sales service), under the Agreement.

Price. The price for the provision of Services, sale of Goods, and/or lease of Goods under the Agreement.

Service. Technis Services and/or Other Services.

Technis Service. The services related to the Software made available by TECHNIS, including maintenance, as set out in the Agreement.

SLA. The "Service Level Agreement," which defines the performance indicators for the Services and Goods, as well as the incident management procedures for the Services and Goods.

Affiliated Company. Any entity directly or indirectly controlled by Technis SA, or that directly or indirectly controls Technis SA, within the meaning of Article L. 233-3 of the French Commercial Code.
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2. Purpose

2.1 The purpose of these General Terms and Conditions of Sale (GTCS) is to define the general conditions for the provision of Services, the sale of Goods, and the lease of Goods by TECHNIS to the Client.

2.2 The GTCS apply to any provision of Services, any sale of Goods, and any lease of Goods by TECHNIS to the Client, unless otherwise specifically agreed in Writing between the Parties prior to an order.

2.3 The GTCS are communicated (i) to any Client or prospect who requests them for a non-competing professional activity, in order to allow them to place an order with TECHNIS, and (ii) within any applicable legal time limits, to any potential distributor of TECHNIS Goods, prior to negotiating and concluding a distribution agreement.

2.4 The information and pricing provided by TECHNIS in any document other than the GTCS and the Unit Price Schedule, including but not limited to catalogs, brochures, advertisements, and notices, are provided for informational purposes only and are non-contractual.

2.5 The GTCS apply to the Agreement to the exclusion of any other document issued by the Client, including its general purchasing conditions, which shall not be enforceable against TECHNIS unless expressly agreed otherwise in Writing by TECHNIS.

2.6 These GTCS constitute the sole basis for commercial negotiations, within which TECHNIS reserves the right to agree on specific terms with a Client, which shall be the subject of a written agreement between the Parties.

2.7 In the event of any contradiction between one or more provisions of the agreements forming the Agreement, the order of priority shall be as follows:The Offer issued by TECHNIS and accepted in Writing by the Client;

The SLA;

These GTCS.

3. Formation of the Agreement

3.1 The Agreement is concluded between the Parties upon the Client’s acceptance in Writing of the Offer, within the time period specified in the Offer, if applicable. If an acceptance period is mentioned in the Offer, TECHNIS may, at its sole discretion, decide to consider the Client’s acceptance expressed in Writing after the expiration of said period as valid, subject to confirmation in Writing to the Client.

3.2 An Offer accepted under the conditions defined above is irrevocable for the Client unless otherwise agreed in Writing by TECHNIS. Acceptance of the Offer implies, on the part of the Client, (i) unreserved acceptance and full adherence to the GTCS in force on the date of acceptance of the Offer, (ii) acknowledgment of having full knowledge thereof, and (iii) waiver of reliance on its own purchasing conditions, unless expressly agreed otherwise in Writing by TECHNIS.

3.3 Any subsequent modification of the GTCS by TECHNIS that contains more favorable conditions for the Client shall automatically apply to the Agreement.

4. Term of the Agreement

Unless expressly agreed otherwise in Writing by the Parties, the Agreement is concluded for a period of five (5) years (except in the case of an instant sale of Goods). It shall then be automatically renewed each year for a period of twelve (12) months by tacit renewal, unless expressly terminated by either Party by Notification to the other Party, with a notice period of at least three (3) months before each expiration of the Agreement (initial or renewed).

5. Subcontracting of Services

5.1 TECHNIS reserves the right to subcontract all or part of the Services to any Service Provider of its choice.

5.2 The Client undertakes to cooperate with any TECHNIS Service Provider and to provide all necessary information for the execution of the Agreement. The Client must, in particular, allow all Service Providers and all TECHNIS representatives, subject to reasonable prior notice, to access its premises.

6. Price of Services

Unless otherwise agreed by the Parties, the Price of the Services is expressed net and exclusive of all taxes (including, but not limited to, value-added tax), duties, or other charges applicable under the legislation in force in the country of origin and/or the country of destination at the date of invoice issuance.

7. Payment Terms

7.1 InvoicingTECHNIS shall issue invoices corresponding to the Prices defined in the Agreement within the required time limits.

7.2 Payment

7.2.1 The provision of Services and the delivery of Goods may only take place if the Client is up to date with all its obligations, particularly financial obligations, towards TECHNIS, related to the Services and the Goods sold and/or leased.

7.2.2 TECHNIS reserves the right to suspend the performance of Services eight (8) days after sending a formal notice to pay by Notification, which remains unfulfilled, until full payment of the amounts due, without prejudice to TECHNIS’s other rights.

7.2.3 Unless otherwise agreed in Writing by the Parties, a deposit corresponding to 50% of the total Price is required on the date of acceptance of the Offer. The balance of the Price is payable according to the due dates defined in the Agreement.

7.2.4 The payment deadlines for the Price are defined in the Agreement. In any case, they may not exceed sixty (60) days from the date of invoice issuance, and any contrary clause shall be null and void.

7.2.5 Payment of the Price shall be made by bank transfer to an account indicated in Writing by TECHNIS.

7.2.6 Payment shall be deemed completed on the date the funds are made available to TECHNIS or its assignee by the Client.

7.3 Late Payment

7.3.1 Any late payment of an invoice that has become due shall automatically and without prior formal notice incur interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, starting from the day after the due date until the actual date of payment.

7.3.2 TECHNIS reserves the right to claim compensation from the Client for collection costs actually incurred.7.3.3 Any payment made by the Client to TECHNIS shall be applied to the amounts due, regardless of the cause, starting with the oldest due amount.

7.3.4 Failure to pay a single invoice by its due date shall render all amounts owed by the Client under the Agreement immediately due and payable.

7.3.5 In the event of non-compliance with payment conditions, TECHNIS reserves the right to suspend the execution of the Agreement or terminate the Agreement.

8. Use of the Software

8.1 TECHNIS may grant the Client a non-exclusive, non-transferable license solely for the purpose of using the Services and the Product within the framework of the Contract, to the exclusion of any other rights, including but not limited to reproduction, representation, adaptation, and, more generally, any other intellectual property rights.

8.2 The Client is expressly prohibited from assigning and/or granting any license and/or any other rights, including but not limited to exploitation and use rights, whether for consideration or free of charge, relating to the rights granted through the use of the Software, to any third party, except with the prior, express, and written authorization of TECHNIS.

9. Intellectual Property

9.1 All documents, including but not limited to technical documents, products, and photographs provided to the Client, remain the exclusive property of TECHNIS and/or a Service Provider, as the case may be, as the sole holders of intellectual property rights over these documents, and must be returned to them upon request.

9.2 The Client undertakes not to make any use of these documents that could infringe the intellectual property rights of TECHNIS and/or a Service Provider and is prohibited from disclosing them to any third party without the prior written authorization of TECHNIS and, where applicable, the Service Provider.

9.3 All information collected in the course of the provision of the Services, including any database (as a whole, as well as each of its components such as statistics, data, and diagrams) produced by TECHNIS within the framework or on the occasion of the provision of the Services, is the exclusive property of TECHNIS, which may freely use and dispose of it, during and after the term of the Contract. Unless otherwise agreed between the Parties, the Client undertakes to use such information and data solely for its own needs and not to exploit them commercially, directly or indirectly, without the express and written authorization of TECHNIS.

9.4 The Client guarantees compliance with this clause by any person whom it has authorized to consult the documents and database produced by TECHNIS.

10. Access to the Client's PremisesThe Client must allow all Service Providers and representatives of TECHNIS, subject to reasonable prior notice, to access its premises, particularly for the purposes of implementing and performing the Services, installing a Product, after-sales service, and maintenance services for a Product. In case of installation and/or maintenance services performed by a Service Provider, such services shall be carried out under the supervision and responsibility of the Client.

11. Protection of Personal Data

11.1 TECHNIS may collect and process Personal Data within the framework of the Contract.

11.2 TECHNIS undertakes to strictly comply with the applicable regulations concerning the processing of Personal Data, particularly the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) and/or the Swiss FADP (Federal Act on Data Protection of 19 June 1992), whenever applicable, and to take all necessary precautions to ensure the security of Personal Data.

11.3 Furthermore, all necessary information regarding the protection of Personal Data collected and processed by TECHNIS during the navigation/use of the functionalities (subscription to the newsletter, redirection links to external platforms, etc.) of its website www.technis.com is provided by clicking on the relevant link.

12. Obligations of the Client

12.1 The Client acknowledges that the success of the Services and the Product requires full and complete cooperation on its part and compliance with TECHNIS's instructions.

12.2 It is the Client's responsibility to verify with local authorities, before placing any order with TECHNIS, the possibilities for using the Services and the Product it intends to order. In this respect, TECHNIS shall not be held liable in the event of non-compliance with the regulations of any third country other than Switzerland and France, where the Services and the Product are provided.

12.3 The Client is solely responsible for any infractions committed by itself and/or its employees and bears the consequences, including but not limited to criminal, civil, and tax liability.

12.4 In the event of purchasing a Product and for the entire duration of the Contract for the provision of Services and/or the rental of a Product, the Client undertakes to: a) Cooperate with TECHNIS and all Service Providers, particularly by providing all necessary information and reasonable assistance for the provision of the Services and the use of the Product; b) Use the Product in accordance with its intended purpose and applicable regulations, with prudence and diligence; c) Strictly comply with the assembly, installation, usage, and safety instructions related to the Product; d) Take all necessary measures to ensure that legal, regulatory, and manufacturer-issued safety rules are applied; e) Comply with public domain regulations; f) Use the rented Product, for which it is responsible throughout the duration of the Contract, as a "prudent and diligent owner," in accordance with its intended use and applicable regulations; g) Protect the rented Product from any damage and ensure its maintenance in accordance with the manufacturer's standards; h) Make no modifications or transformations to the rented Product without the prior, express, and written authorization of TECHNIS.

12.5 In the event of damage to a rented Product resulting from the Client's fault or negligence, such acts may constitute grounds for the automatic termination of the Contract at the Client's expense.

13. Warranties and Liability of TECHNIS

13.1 TECHNIS is subject to a duty of reasonable care under the Contract.

13.2 TECHNIS does not guarantee and is not liable for any losses or damages (i) not directly resulting from its actions and/or (ii) in case of non-compliance of a Product, when such events are related to: a) Force Majeure; b) Any fault or negligence of any kind by the Client and/or the transporter of a Product; c) Misuse or non-compliant use of the Services and/or the Product by the Client, including use by an unqualified person and/or for unlawful purposes; d) The Client’s failure to comply with the Contract and/or TECHNIS's instructions regarding the Services and/or the Product; e) Normal wear and tear of the Product occurring after delivery to the Client; f) Alteration or repair of the Product initiated by the Client or a third party without the prior written authorization of TECHNIS and/or a Service Provider; g) Any other act or omission by the Client, its employees, representatives, agents, or any third party instructed by the Client.

13.3 TECHNIS is also exempt from any liability and warranty towards the Client for (i) any loss, damage, costs, expenses, or fees of any kind arising from materials or instructions provided by the Client that are incomplete, inaccurate, or improperly formatted; and (ii) any direct or indirect consequences of service interruptions or malfunctions not attributable to a defect in the Product.13.4 When the provision of Services requires third-party equipment or a Product supplied by a third-party provider, all warranties, including compliance warranties, related to such equipment and Products are the sole responsibility of the third-party provider, to the exclusion of TECHNIS.13.5 Any damages owed by TECHNIS to the Client for non-performance of its contractual obligations are expressly limited to the amounts actually received by TECHNIS for the performance of the Services and capped at the amount for the last current quarter for the relevant Service.

14. Amendment of a Contractual Document

A Contractual Document may only be amended by a Written document evidencing the express agreement of the Parties on the agreed modification.

15. Waiver

The failure of a Party to invoke a provision of the Contract shall in no way constitute a waiver of the benefit of said provision. Such waiver may only occur through a Written document signed by the Party expressly waiving a stipulation of the Contract.

16. Assignment

16.1 The Contract is concluded on an intuitu personae basis. The Contract, a Contractual Document, and the obligations arising therefrom may not be assigned to a third party by either Party without the express, prior, and written consent of the other Party.

16.2 As an exception to the provisions of the previous article, TECHNIS reserves the right to assign, at any time, to any Affiliate Company and/or Service Provider, the Contract and/or all or part of the rights and obligations arising from the Contract.

17. Severability

17.1 If any provision of the Contract is declared null and void, the other provisions of the Contract shall nevertheless remain valid.

17.2 The potential nullity of one or more clauses of the Contract shall not affect the other provisions, which shall continue to have full force and effect as long as the overall economic structure of the Contract can be preserved.

17.3 If the performance of one or more clauses of the Contract becomes impossible due to its nullity, the Parties shall endeavor to establish a new clause whose spirit and wording are as close as possible to the former clause, while the other provisions of the Contract remain in force. Failing this, or if the overall economic structure of the Contract is fundamentally disrupted, the Parties may, by mutual agreement formalized in Writing, acknowledge the termination of the entire Contract.

18. Exception for Non-Performance

18.1 In the event of proven non-performance:

18.1.1 Each Party may refuse to perform its obligation, even if it is due, if the other Party fails to perform its own obligation and if such non-performance is sufficiently serious, meaning that it jeopardizes the continuation of the Contract or fundamentally disrupts its economic balance.

18.1.2 The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the Notification of breach sent by the aggrieved Party, indicating its intention to invoke the exception for non-performance until the defaulting Party has remedied the identified breach.

18.2 Preventive Exception for Non-Performance

18.2.1 The exception for non-performance may also be invoked preventively if it is manifest that one of the Parties will fail to perform its obligations when due and if the consequences of such non-performance are sufficiently serious for the aggrieved Party.

18.2.2 This right is exercised at the risk of the Party invoking it.

18.2.3 The suspension of performance takes effect immediately upon receipt by the presumed defaulting Party of the Notification of intent to invoke the preventive exception for non-performance until the presumed defaulting Party fulfills its obligation for which an imminent breach is evident.

19. Early Termination and Consequences

19.1 Termination for Breach of a Fundamental Obligation

19.1.1 Termination for Non-Payment of the Price by the ClientIn the event of non-payment by the Client of all or part of the Price by its due date, the Client shall be deemed to be in default by the mere fact of the Price being due. TECHNIS may terminate the Contract with immediate effect by sending the Client a Notification to that effect if the Client fails to pay all or part of the Price due under the Contract for more than fourteen (14) calendar days.

19.1.2 Termination for Any Other Breach of a Fundamental ObligationEach Party may, without prejudice to any other remedy, terminate the Contract at any time by sending a Notification to the other Party if the latter breaches a Fundamental Obligation. Such termination shall take effect automatically fourteen (14) days after the presentation of a formal notice to perform, which has remained wholly or partially ineffective. The formal notice shall be made by Notification or any extrajudicial act and shall specify the intent to apply this clause.

19.2 The termination of the Contract for any reason shall not affect (i) the rights, remedies, or obligations acquired by either Party, including payments due as of the effective date of termination in consideration for Services and Goods already provided by TECHNIS to the Client, nor (ii) the entry into force or continued effectiveness of any provision of the Contract that is expressly or implicitly intended to come into force or remain in force on or after the termination of the Contract or a Contractual Document.

19.3 Any unpaid invoices of TECHNIS relating to Services and Goods sold or leased shall become immediately due as of the effective termination date of the Contract, or where applicable, the termination of a Contractual Document.

20. Force Majeure

20.1 Neither TECHNIS nor the Client shall be held liable if the non-performance or delay in performance of any of their obligations results from an event of Force Majeure.

20.2 To benefit from this provision, the Party invoking Force Majeure must notify the other Party as soon as it becomes aware of such an event and no later than five (5) Business Days from the occurrence of the event, (i) explaining the nature of the Force Majeure, (ii) providing all necessary evidence, (iii) indicating the expected duration, and (iv) informing the other Party of the measures taken or envisaged to address it. The other Party has the right to verify and control the facts alleged.

20.3 During the event’s duration, Force Majeure suspends the performance of obligations for the affected Party. The affected Party shall do everything in its power to avoid, eliminate, or mitigate the causes of the delay and resume performance as soon as the event ceases.

20.4 If the Force Majeure event renders contractual performance permanently impossible or lasts for more than thirty (30) calendar days, either Party shall have the right to terminate the Contract automatically and without cost, by sending a Notification to the other Party, without any indemnity being due.

21. Confidentiality

21.1 Each Party undertakes, in its own name and on behalf of its officers, directors, employees, and representatives, to maintain the confidentiality of any Confidential Information it has access to and to take the same measures it applies to its own confidential information to prevent disclosure to third parties. It must return any document containing Confidential Information upon request.

21.2 Any unauthorized disclosure of Confidential Information by a Party or its representatives shall render that Party liable.

21.3 The Parties acknowledge that Confidential Information remains the property of the disclosing Party and that its communication does not grant any rights to the receiving Party.

22. Governing Law

22.1 These General Terms and Conditions are governed by the law determined in the Offer.22.2 These General Terms and Conditions are drafted in French and English. In case of interpretation difficulties, the French version shall prevail.

23. Dispute Resolution Procedure

Any dispute, disagreement, or claim arising from or in connection with the Contract, including its formation, interpretation, performance, breach, termination, or nullity, shall be finally settled by the competent courts designated in the Offer, which shall have exclusive jurisdiction.
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Annex - Specific Provisions for the Sale of Goods by TECHNIS

1. Sale Price of the Goods

1.1 Unless otherwise agreed by the Parties, the Sale Price of the Goods is expressed net and exclusive of all taxes (including value-added tax), duties, import and export fees, or other charges due under the applicable legislation in the country of origin, transit, and/or destination, as in force on the date of invoice issuance.

1.2 Unless otherwise agreed by the Parties, the Sale Price of the Goods is defined ex-works and does not include packaging, loading, transport, insurance, unloading, or customs fees, which shall remain the Client's responsibility up to the delivery point.

2. Delivery and Installation of the Sold Goods

2.1 The delivery of the sold Goods is carried out by handing over the Goods at the agreed delivery location with the Client.

2.2 Delivery Time / Delay The delivery times for the Goods are given for information purposes only and do not constitute a performance obligation for TECHNIS. They may depend, in particular, on carrier availability and the order of receipt of orders. TECHNIS will make every reasonable effort to comply with the indicated delivery times in line with the industry’s standard logistics timeframe. Delivery delays shall not give rise to any penalty or compensation, nor justify the cancellation/termination of the Contract.2.3 Receipt of Goods

2.3.1 The Client’s signature of the delivery note constitutes acknowledgment of the delivery of the Goods.

2.3.2 The Client is required to check the apparent conformity of the Goods and their compliance with the accepted Offer upon delivery.

2.3.3 In the absence of express reservations by Notification to the carrier within three (3) days of receipt of the Goods by the Client, with a simultaneous copy sent in Writing to TECHNIS, the Goods shall be deemed accepted by the Client, covering all apparent defects.

2.3.4 No subsequent claims shall be considered by TECHNIS (except in the case of a non-conformity discovered later, under the conditions and within the warranty limits defined by the GTC).

2.3.5 In the event of a reservation made by the Client within the required time, the Client shall provide all justifications as to the reality of the apparent defects or non-conformity of the Goods to the accepted Offer.

2.3.6 TECHNIS cannot be held liable for any incidents occurring during transport, including destruction, damage, loss, or theft, even if TECHNIS selected the carrier.

2.3.7 Any return of Goods due to apparent defects or non-conformity to the accepted Offer must be subject to prior Written agreement between TECHNIS and the Client, specifying the observed defects or non-conformity.

2.3.8 Only the carrier selected by TECHNIS is authorized to return the concerned Goods.

2.3.9 Any Goods returned at the Client’s initiative without prior Written agreement between the Parties shall not result in any credit note, and the return costs and risks shall remain the Client’s responsibility. The Client shall also bear the associated storage and logistics costs.

2.3.10 In the case of justified reservations from the Client described precisely in Writing, and provided the apparent defects are not related to transport and/or unloading, TECHNIS will, at its expense, replace the defective Goods within a reasonable time, without the Client being entitled to any compensation or Contract termination.

2.4 Installation of the Goods Depending on the case, the assembly and installation of the Goods at the Client’s premises are carried out by TECHNIS, by a Service Provider of its choice under the Client’s supervision, or by the Client, who undertakes to read the installation, dismantling, operation, and safety instructions prescribed by the regulations and the manufacturer. The Client shall strictly follow the instructions provided by TECHNIS or its supplier and immediately report any difficulties to TECHNIS.

3. Retention of Title Clause

3.1 TECHNIS retains ownership of the sold Goods until full payment of the principal and ancillary Price by the Client, regardless of the delivery date of the Goods.

3.2 In case of non-payment at the due date, TECHNIS may reclaim the Goods and terminate the sale. Any deposit paid by the Client shall be retained by TECHNIS as a fixed compensation, without prejudice to any other actions TECHNIS may be entitled to take against the Client.

4. Transfer of Risk

4.1 The Goods' price is understood as ex-works (EXW - Incoterm® 2020), at which point the transfer of risk occurs, independently of the transfer of ownership of the Goods. Consequently, the Client assumes all risks for damages caused to or by the Goods from the risk transfer date.

4.2 The Client acknowledges that it is the carrier’s responsibility to deliver the Goods. TECHNIS is deemed to have fulfilled its delivery obligation once the Goods have left the factory. Collection, loading, and transport are carried out at the Client’s cost and risk. The Client has no recourse against TECHNIS in case of non-delivery by the carrier or damages occurring after the Goods leave the factory, during transport, and/or unloading.

4.3 Packaging TECHNIS does not take back packaging materials unless required by law. In the absence of such a regulation, the Client undertakes to recycle the packaging materials at its own expense.

5. Loan and Subletting

The loan and subletting of the leased Property are strictly prohibited, except with the prior express written consent of TECHNIS.

6. Regulations on Imports

The Client shall be responsible to TECHNIS for obtaining the necessary import licenses or other required documents (except for those that TECHNIS is required to provide, if applicable), ensuring compliance with all applicable laws and regulations governing the importation of the Property, and paying all customs duties, taxes, and applicable fees related to the importation of the Property, unless exempted.

7. Damage to the Leased Property

7.1 In the event of a breakdown, malfunction, or deterioration of the Property, the Client must immediately cease using the Property, notify TECHNIS by telephone without delay, and send written confirmation detailing the circumstances within 72 hours. The Client must specify the date, location, circumstances, known causes, and presumed consequences.

7.2 Any repair of the Property may only be carried out at the initiative of TECHNIS or, where applicable, by a designated Service Provider.

7.3 In the event of the total destruction of the leased Property, TECHNIS reserves the right to:
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a) Terminate the Contract automatically and without compensation, without prejudice to any rights TECHNIS may have against the Client if the destruction is attributable to them.
b) Maintain the Contract and replace the destroyed Property at the Client’s expense, without prejudice to any rights TECHNIS may have against the Client if the destruction is attributable to them.

8. Insurance and Security Deposit

The Parties shall be insured with a reputable and solvent insurance company against any liability for damages arising from acts for which they may be held responsible under the Contract.

9. Return of the Leased Property

9.1 Upon the expiration of the Contract or in the event of early termination for any reason, the Client shall return the leased Property to TECHNIS in good condition, along with all related accessories and equipment. Failing this, the cost of restoration services will be charged to the Client.

9.2 The Client shall return the leased Property and all its accessories at their own expense within seven (7) days following the expiration or termination of the Contract for any reason, or within any other timeframe expressly specified in the Contract.

9.3 If the leased Property is not returned within the contractual timeframe, the Client shall be liable to TECHNIS for compensation, calculated based on the applicable Price as of the termination or expiration date of the Contract, prorated per day of delay until the effective return of the Property to TECHNIS.

9.4 The risks and legal custody of the Property shall transfer to TECHNIS on the date of the effective return of the Property to TECHNIS.