Sales terms & conditions

OUR GENERAL TERMS AND CONDITIONS OF SALE GOVERN ALL OUR SALES
1. ORDER ACCEPTANCE
Every order commits the buyer, who can only cancel it with our agreement. All orders are only binding on us through our written acceptance. Subsequent
changes are only binding on us if they have been accepted by us.
2. PRICES AND TERMS OF PAYMENT
The prices are established according to our current price lists or our estimates, according to the characteristics and quantities requested.
Our prices are based on the economic, fiscal and social conditions known at the time of publication and may be modified without notice.
Our prices proposed by sending a price list or a quotation are valid for a period not exceeding one month from date to date. We do not guarantee the prices
thus offered beyond this period, unless we agree in writing to a new or different period.
If supplies are staggered over several months, the prices set at the time of acceptance of the order will be indexed in line with the specific terms of the
contract, or, failing that, on the variations in manufactured index published by INSEE under the heading of Consumer Prices, regarding production throughout
France. Our prices are exclusive of turnover tax. Hence, they are subject to any applicable turnover taxes in force on the day of delivery.
Any order of an amount of less than 40 Euros excluding taxes shall be increased by a fixed sum of 10 Euros excluding taxes, as various administrative and
individual processing fees.
Our invoices are payable at the registered office, in cash, without discount. The possible acceptance of instruments in payment can never give rise to a
guarantee or liability on our part, either for irregular or protested instruments, despite the mention “free of charge”, or for failure to protest or disclose a protest
within the legal time limits, or failure to present bills of exchange in good time if they are less than 15 days old.
If the Buyer’s situation changes, we reserve the right to modify the terms of payment, and require any sureties or guarantees that we deem necessary to
ensure payment for the goods sold.
Bills of exchange must be returned within the usual time limits: 15 days maximum. In the event of failure to comply with this time limit, we may demand the
return of the goods, the immediate payment of all invoices still due, including those not yet due, and we may suspend the supply and execution of orders in
progress, without prejudice to our rights to damages, if any. The possible continuation of deliveries shall not constitute approval and shall in no way limit our
recourse against the defaulting Buyer. In all cases, late payments are subject to interest on arrears, calculated at three times the legal interest rate.
Any sum not paid on the due date shall incur a late payment penalty of 3 times the legal interest rate. As this penalty is agreed informally between the
parties, it shall not require any prior notice.
Non-payment on any due date shall automatically result in the payment of the entire outstanding balance and suspension of deliveries. In addition to this late
payment penalty, a fixed indemnity for compensation of collection costs of €40 per invoice for which the due date is unpaid, not subject to VAT, shall be due
automatically from the first day of late payment (Art. D.441-5 of the French Commercial Code - Decree of 02 October 2012).

Since 01/05/2013, and in accordance with decree no. 2012-22 of 06 January 2012, our profession is obliged to apply an amount corresponding to the Eco-
tax, intended for the management of the Professional Equipment and Furnishing Waste (EFW). It is added to the amount of the invoice before tax and only

applies to sales made to and from the French territory. The amount depends on the category and weight of the goods delivered. The Eco-tax scale is likely to
change without notice, and therefore, will be non-negotiable.
3. TECHNICAL SPECIFICATIONS
The characteristics, dimensions, weights, etc., mentioned in our various documents are provided for information only. We reserve the right to make any
changes we deem appropriate to our materials.
4. TAXES
Our prices exclude taxes, VAT 20% extra, ex-works. Our activity is also subject to the CODIFAB tax at 0.2 % on the price before taxes in the European
Union.
5. DELIVERY
Deadlines are indicative, and we do not incur any penalty for possible delays. Cases of acts of God or force majeure hindering the execution of the order
allow us to suspend or cancel said order without notice or compensation. The goods are picked up and approved at our premises.
Whether they are sold picked up in the factory, in the warehouse or shipped, even carriage paid, our goods travel at the Buyer’s risk. It is the Customer’s
responsibility to check, upon arrival, the condition, quantity or weight of the goods and their conformity to the shipping bill and, in the event of damage or
shortage, to make all necessary claims and to confirm these reservations by
extrajudicial act or registered letter with acknowledgement of receipt to the carrier within three days of receipt of the goods.
We do not accept any responsibility for delays, losses or damages that occur en route, even if they are attributed to faulty packaging or loading. We
endeavour to respond positively to our customers’ written requests for storage in the event of postponed shipment or collection at their initiative. However, a
contribution to the storage costs may be requested; its amount depends on the volume of products to be stored and the duration of the storage.

6. RETENTION OF TITLE
All our goods are sold with reservation of ownership, until full payment of the price, under the terms of the laws of 12 May 1980 and 25 January 1985. The
buyer is personally obliged towards the seller not to dispose of the purchased goods by any other means, neither in full ownership nor by pledging them,
before full payment of the price.
The risks are borne by the Buyer from the time of delivery. In the event of non-payment of a single instalment, the sale will be cancelled by operation of law,
following a formal notice sent by extrajudicial act or registered letter which has remained without effect. If the buyer refuses to return any unpaid goods, a
simple summary order shall be sufficient to rescind the sale and authorise the goods to be taken back. The purchaser undertakes to return the goods without
delay and at their own expense. Advance payments shall be retained by the Seller as a penalty clause.
In the event of resale or processing, the Buyer undertakes, at the Seller’s first request, to assign all or part of the claims acquired against the sub-purchasers,
up to the amount still due.
7. CLAIMS
Any claims regarding the condition and quantity of the goods, excluding any transport dispute, must be made immediately upon delivery or collection from our
establishment.
With regard to quality, our liability is limited to the replacement of parts that we have recognised as defective. Non-standard orders cannot be cancelled, for
whatever reason, once they are in progress.
8. RETURNS
Any return of material is subject to our prior agreement expressly formulated by our company. Packaging and transport costs shall be borne by the buyer. The
return request must be formulated at the latest within 8 working days following acceptance of the material by the buyer. The returned material must be in a
strictly new condition.
9. WARRANTY, LIABILITY AND DURABILITY OF RANGES
8 years for our seats from the week of shipment. The batteries used in our electric versions are guaranteed
for 12 months in compliance with the conditions of use stipulated by Navailles on the instructions for use
of medical products equipped with batteries. Seat and backrest covers are not covered by the warranty. To determine the exact date of shipment, a 6-digit
number appears under each seat and also on the main components:
• The first two digits correspond to the installer’s number
• The next two, to the week of manufacture
• The last two, to the year of manufacture
The warranty shall only apply to functional defects or faulty workmanship if the equipment has been transported, stored and used normally.
The warranty shall not apply to defects whose cause is subsequent to shipment of the goods, particularly in the event of poor maintenance, poor handling,
poor installation or repairs carried out by the Customer. The warranty is limited exclusively to replacement of parts found to be defective by original parts.
In order to benefit from this guarantee, the Buyer must notify us, in writing, of the defects that have appeared in the material sold, and follow the instructions
of our technical department.
Unless otherwise agreed, the warranty does not include packaging and transport costs.
No repairs carried out, without our agreement, by the Customer or on their behalf will be covered by our Company. Colour conformity: it is technically
impossible to guarantee absolute colour conformity from one dye bath to another. These deviations cannot constitute a reason for dispute or refusal of the
goods.
The tools built or purchased especially for the execution of our customers’ orders shall always remain the property of our company, notwithstanding any
advances or contributions received from the said customers on the costs of establishing these tools. For products with the NF Environnement label, Navailles
undertakes to supply original functional elements, or elements with equivalent functions, for a period of five years after the date that production ceases.
10. PROHIBITIONS
As our products are covered by patents and registered designs, they cannot be exported outside mainland France without our agreement.
11. JURISDICTION
Exclusive jurisdiction is given to the Commercial Court of Mont-de-Marsan, which has sole jurisdiction, even in the case of a warranty claim, multiple
defendants and notwithstanding any clauses to the contrary.