1. General

1.1 These general terms and conditions of sale (“Conditions”) are applicable to every offer, quote, purchase order, order confirmation, invoice or agreement between Fyntra Global, registered under number B 979 819 984 RCS of Paris (“Fyntra Global”) and any buyer (“Buyer”) of its goods (“Goods”), unless otherwise agreed in writing between the parties.

1.2 Any variations to or waiver of these Conditions shall have no effect, unless expressly agreed in writing and signed by Fyntra Global. These Conditions shall prevail over any other terms and conditions which Buyer intends to apply under any document issued by the Buyer, the application of such other terms and conditions being hereby expressly rejected by Fyntra Global.

1.3 Delivery of the Goods will be considered as the conclusive evidence of Buyer’s acceptance of these Conditions. Acceptance of the Conditions implies that the Buyer renounces in full the application of its own general terms and conditions.

1.4 Any order placed by the Buyer for the purchase of the Goods (“Order”) shall be considered an offer by the Buyer to purchase the Goods subject to these Conditions. No Order placed by the Buyer shall be deemed to be accepted by Fyntra Global, unless Fyntra Global issues a written order confirmation (“Order Confirmation”). Fyntra Global has no obligation to confirm any Order. Once the Order is confirmed by Fyntra Global by a way of Order Confirmation, such accepted Order becomes a binding agreement between the parties (“Agreement”). Where an agreement is long term or covers more than one delivery, each delivery or call off within such agreement shall be deemed to be a separate Agreement.

2. Price and Payment Terms

2.1 Except as otherwise indicated therein, quotations issued by Fyntra Global remain valid for a period of 7 calendar days from the date of issuance. Prices quoted by Fyntra Global may be changed anytime until an Agreement is entered into by the parties. Prices payable by the Buyer are those agreed in the Agreement.

2.2 Upon prior written notice to the Buyer, Fyntra Global reserves the right to change the prices agreed in the Agreement, if any changes in the cost determining factors occur between the Order Confirmation and the delivery of the Goods. Such cost determining factors include, but are not limited to, costs or availability of raw materials, packaging, energy, transportation, services, warehousing subcontracting, financing, insurance costs, duties, taxes and surcharges.

2.3 Payments are due without any deduction, set-off or delay, in cleared funds within thirty (30) days from the date of issuance of the invoice, unless otherwise agreed by the parties in writing. No discount will apply in case of early payment. Fyntra Global has the right to require pre-payment, in case of concerns about Buyer’s creditworthiness or in case such request is justified, in Fyntra Global’s opinion, by the market conditions.

2.4 Time is of the essence and any delay in payment shall be considered as material breach. In the event of any delay or default of payment of an invoice by the Buyer, all invoices in respect of the Goods issued by Fyntra Global shall be immediately due and payable and Fyntra Global shall have the right to suspend all further deliveries.

2.5 In case of (partial) non-payment of an invoice on the due date, Fyntra Global is entitled, without prior notice, to interest for late payment. The interest rate will be equal to the rate applied by the European Central Bank to its most recent refinancing operation plus ten percent (10%) and a fixed compensation for recovery costs of €40 for each unpaid invoice, without prejudice to Fyntra Global’s right to claim a higher compensation in case the incurred damages exceed the aforesaid amount.

3. Delivery

3.1 Delivery of the Goods shall occur in accordance with the Incoterms (latest edition) stated in the Agreement.

3.2 Date or time for delivery of the Goods stated in the Agreement are estimates only and may change. Fyntra Global will use its best commercial efforts to fulfil each Order on the confirmed delivery date and to avoid or mitigate any delays. In the event of a (threatened) delay in delivery, Fyntra Global shall promptly notify the Buyer and the parties shall agree on an alternative delivery date (acting reasonably).

3.3 Buyer shall take possession of the ordered Goods on the delivery date stated in the Agreement. Should the Buyer, for any reason except for delivery of defective Goods, fail to do so, the Goods shall be deemed to have been delivered and the risk in the Goods shall pass to the Buyer. Buyer agrees to indemnify Fyntra Global against any costs or losses incurred by Fyntra Global as a result of any failure by the Buyer to timely take possession of the Goods (including, without limitation, additional delivery costs and demurrage, storage costs or disposal costs).

4. Title and Risk

4.1 Goods shall remain the property of Fyntra Global until (i) full payment of the purchase price (including late payment interests, costs and indemnities payable by the Buyer) or any other amount owed by the Buyer to Fyntra Global, or (ii) the Goods have been used or resold by the Buyer in the ordinary course of the business, whichever of (i) or (ii) occurs earlier. Buyer is considered to have expressly accepted this clause of retention of title (ownership).

4.2 Reservation of title does not affect the risk transfer to the Buyer that shall occur on delivery, whereby the Buyer will bear all risks and storage burden.

5. Warranties and Notice of Defects

5.1 “Specification” means the most recent written technical specification for the Goods provided by Fyntra Global to the Buyer, or mutually agreed by the parties prior to delivery of the Goods.

5.2 Fyntra Global warrants that upon delivery, the Goods comply in all material respects with the Specifications.

5.3 Fyntra Global makes no other representation or warranty with regards to the Goods, their merchantability, fitness for use or a particular purpose or otherwise, express or implied, all of which are hereby expressly excluded.

5.4 Fyntra Global shall not be liable for breach of warranty in clause 5.2 if: (i) the Buyer makes any further use of such Goods after having filed a complaint in accordance with clause 5.6, (ii) Buyer failed to comply with product documentation and/or instructions as to the storage, use or handling of the Goods; or (iii) the Buyer alters such Goods without the written consent of Fyntra Global.

5.5 Upon delivery of the Goods, the Buyer shall immediately and carefully inspect and examine the delivered Goods. If the Buyer fails to do so, the results of tests on the Goods carried out by Fyntra Global prior to delivery shall be conclusive evidence of the absence of defects reasonably discoverable on such careful examination.

5.6 If the Buyer discovers that the Goods have any defects which are apparent on reasonable visual inspection (e.g. transport damages, altered packaging or quantity), the Buyer shall notify Fyntra Global in writing within 48 hours from delivery and shall reasonably substantiate the claim. Furthermore, the Buyer shall notify Fyntra Global of any latent defects in writing immediately upon the discovery of such defect, and in any case within a maximum of 3 months from delivery and shall reasonably substantiate the claim. Failure to notify Fyntra Global within the aforesaid timeframes will result in the final acceptance of the Goods by the Buyer.

6.4 In the event that the Goods do not comply with the Specifications, Fyntra Global shall, at its option, either (i) replace the defective Goods free of charge to Buyer or; (ii) refund up to the maximum of the total payments made by Buyer to Fyntra Global in respect of the defective Goods. No Goods may be returned or destroyed without Fyntra Global’ prior written consent.

6.5 With respect to the Goods that are not manufactured by Fyntra Global, the duration and the scope of the guarantee provided by Fyntra Global is always limited to any guarantee that Fyntra Global receives from its manufacturer or its supplier (back-to-back) as provided in the Agreement and/or the Specifications.

7. Liability

7.1 Fyntra Global shall indemnify the Buyer against all claims, liabilities, losses, damages, costs, penalties and expenses awarded against or incurred or paid by it as a direct result of or in connection with a breach of any warranty given by Fyntra Global or obligation imposed on Fyntra Global under the Agreement.

7.2 In the event that Fyntra Global is held liable for any damages in accordance with clause 7.1, such liability shall be limited to the price paid for the relevant delivery as agreed under the Agreement.

7.3 To the extent permitted by law, Fyntra Global shall have no liability to the Buyer whether in contract, tort (including negligence) or otherwise for any (i) loss of profit, loss of goodwill, loss of use, loss of production or downtime, loss of brand or reputation or loss of future sales; or (ii) claims for consequential or indirect loss in connection with the Goods.

7.4 Nothing in these Conditions excludes or limits Fyntra Global’ liability for gross negligence, willful misconduct, fraud or death or personal injury caused by Fyntra Global.

8. Force Majeure

8.1 Fyntra Global shall be legally released of, and not obliged to comply with, any obligation vis-à-vis the Buyer in case of an event of force majeure including but not limited to explosion, fire or flood, protests, riot, civil commotion, acts of terrorism, governmental actions, lock-outs, traffic circulation problems, strikes or other industrial action, import or export restrictions, supply chain disruption, embargo, epidemics, equipment damages, material shortage, failure of Fyntra Global’ supplier to deliver the products in time to Fyntra Global and any event which prevents the normal supply of its Goods, as well as similar circumstances that affect Fyntra Global’ subcontractors or suppliers.

8.2 During such event of force majeure, the obligations on the part of Fyntra Global are suspended for a period equal to the period during which the event of force majeure exists. If the event of force majeure continues for a period of more than 3 months, either party may terminate the suspended part of the Agreement with immediate effect by notifying the other party in writing thereof, without any compensation being due.

9. Confidentiality and Intellectual Property

9.1 The terms of any Order or Agreement, and any sensitive information that relates to a party and which is disclosed to the other party in connection with the Agreement shall be deemed confidential. Neither party shall, without prior written consent of the other party, (i) disclose other party’s confidential information to any third parties and (ii) use such confidential information for any purpose other than the performance of the Agreement.

9.2 Nothing in the Agreement will operate to transfer to Buyer or to grant to Buyer any license or other right to use any of Fyntra Global’s intellectual property rights, save that Buyer may use Fyntra Global’s intellectual property rights in the Goods solely to the extent necessary to use the Goods for the purpose for which they were supplied.

10. Export Control and Sanctions

10.1 “Export Compliance Laws and Regulations” shall mean any economic sanctions, prohibitions, conventions, treaties and/or import or export restrictions imposed by the United Nations (U.N.), the United States (U.S.), the European Union (E.U.), the United Kingdom (U.K.) and by any applicable country laws. This includes notably import and export restrictions related to military and dual-use items, technologies and softwares, chemical precursors (drugs and explosives), dangerous chemicals and pesticides, substances that deplete the ozone layer.

10.2 Buyer represents, warrants and covenants that it has complied, and shall continue to comply at all times, with all applicable Export Compliance Laws and Regulations. The Buyer undertakes to hold Fyntra Global harmless of any consequences arising from its breach.

10.3 Buyer further represents, warrants and covenants that, directly or indirectly: (a) it is not: (i) owned or controlled by, or (ii) acting on behalf of, or for the benefit of any person or entity subject to economic sanctions applicable to this Agreement (“Sanctioned Person“), and (b) no Sanctioned Person is or shall be involved in the performance of the Agreement.

10.4 Buyer confirms, to the best of their knowledge, that the Goods will be purely used by their direct customer for civilian end-uses by civilian end-users.

10.5 Fyntra Global shall be entitled, without incurring any liability and/or penalty, to terminate any Agreement with immediate effect if the Buyer becomes in any way sanctioned, restricted or prohibited by Export Compliance Laws and Regulations applicable to that Agreement.

11. Anti-bribery and Money Laundering

Buyer represents and warrants that, at all times, it shall fully comply with all applicable antibribery laws and anti-money laundering laws and it undertakes to indemnify and hold Fyntra Global harmless of any consequences arising from its breach of such laws.

12 Miscellaneous

12.1 In the event that any of the provisions of these Conditions shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity of any other provisions of these Conditions.

12.2 Failure or delay by Fyntra Global in enforcing or partially enforcing any provision of these Conditions or the Agreement will not be construed as a waiver of any of its rights under these Conditions or the Agreement.

12.3 The Buyer may not assign any of its rights or obligations without the prior written consent of Fyntra Global.

12.4 Buyer agrees that Fyntra Global may sub-contract the supply of the Goods to any of its affiliates or other third party. Fyntra Global shall be allowed to transfer any or all of its rights and/or obligations under the Agreement to any of its affiliates.

12.5 All Agreements as well as all other agreements that result there from, are exclusively governed by the laws of France, without regard to principles of choice or conflict of law rules derived therefrom, including norms of international law the application of which would lead to the application of a substantive law other than the laws of France. The application of the UN Vienna Sales Convention of 11 April 1980 as amended from time to time, is expressly excluded. All disputes arising out of or in connection with the Agreement as well as all other agreements that result there from, shall be exclusively submitted to the Courts of Paris (France).

Last revision: November 2024