16 RUE CASIMIR PERIER

69002 LYON-FRANCE

+33 4 87 65 68 60

julie@aspen-gs.com

STANDARD TERMS OF SALES

1. Field of application

Unless expressly refused by the Buyer in writing before the delivery of goods and duly accepted by the management of ASPEN GLOBAL SOLUTIONS SAS following an arrangement, the Buyer shall be deemed to have given its unqualified acceptance of these standard terms of sale, including in case of the inclusion of a contrary clause in its standard terms of purchase.

2. Responsibility and complaints

2.1 The Seller's agents or representatives are responsible for negotiating contracts, which only become final after they have been accepted by the Seller.

2.2 Any technical specifications that have been given are stated for guidance only. The Buyer alone shall be liable for damage resulting from the use of the goods sold.  ASPEN GLOBAL SOLUTIONS SAS shall not be liable in any way for such use or its consequences.

2.3 Any complaint relating to visible defects in the delivered goods shall only be valid if it is received by the Seller within 8 days of delivery, before any use. Failing that, the complaint shall be considered to be null and void.

2.4. In any event, complaints shall only be valid if they are submitted to the Seller within 8 days of the discovery of a defect. If, after a joint inspection, the complaint is found to be justified, the Seller shall only be liable, at the Seller's option, for a replacement or refund of the goods found to be defective, to the exclusion of any other liability or compensation. Any replaced goods shall become the property of the Seller. No return shall be accepted without the prior express consent of the Sales department of the Seller.

3. Delivery of goods

3.1 ASPEN GLOBAL SOLUTIONS SAS shall endeavour to deliver the ordered goods within a normal time. The stated delivery date, even if it is included in the acknowledgement of receipt of the order, is only provided for guidance.  ASPEN GLOBAL SOLUTIONS SAS shall not be liable for any delay, incomplete delivery or other incident due to an event out of its control (difficulties with transport, procurement etc.). In no event may a contract be terminated after the release of the goods.

3.2 The goods shall be transported at the Buyer's risk, whether carriage is paid or that the goods are collected by the buyer. In the event of any damage or missing goods, the Buyer shall state its exceptions clearly and accurately on the transport document (GPR receipt, CMR etc.) and confirm those exceptions to the carrier responsible for the delivery within three days of receipt, under foreclosure.  ASPEN GLOBAL SOLUTIONS SAS shall not be required to intervene in such disputes but advises Buyers to send a copy of the letter confirming the exceptions for information.

3.3 ASPEN GLOBAL SOLUTIONS SAS reserves the right to cancel orders, including accepted orders, and contracts or requires guarantees in case of a change in the position of the Buyer (death, incapacity, bankruptcy, liquidation of assets, receivership, suspension of payments, winding up or any other change in the Buyer's situation), non-return of accepted bills of exchange or payment default.

4. Price and payment

The price of all sales are payable at the offices of ASPEN GLOBAL SOLUTIONS SAS unless it expressly waives that requirement.

If any invoice remains unpaid when it becomes due, the outstanding amounts shall rightfully bear interest at the legal interest rate multiplied by 3, without prejudice to the payability of the amount due. Further, any failure to pay an invoice or bill or to accept a bill shall make any other amount owing payable immediately, including if it is not yet due.

A 0.5% discount shall apply to the payments by bank transfer occurring more than thirty days earlier than the agreed date.

5. Transfer of title clause

 ASPEN GLOBAL SOLUTIONS SAS expressly reserves the title to the goods delivered and identified overleaf till their price is paid in full, principal and interest. Risks are for the Buyer. Any advance payments shall be retained to cover possible resale losses. If the payment is by commercial paper, the title shall only be transferred to the Buyer after the effective payment of the said paper.

Nevertheless,  ASPEN GLOBAL SOLUTIONS SAS authorises the Buyer to carry out, immediately upon delivery, any processing and sale operations on the delivered goods; however, it is expressly agreed that even in such an event,  ASPEN GLOBAL SOLUTIONS SAS shall be entitled to demand their return regardless of their condition or holder.

6. Jurisdiction and applicable law

​Any challenge relating to the interpretation or execution of these standard terms of sale shall be brought solely before the Commercial Court of Lyon, including in the event of contrary clauses in the commercial documents of the Buyer. If the Buyer is summoned by a third party before another court, the Buyer waives the introduction of  ASPEN GLOBAL SOLUTIONS SAS as a party before any court other than the Commercial Court of Lyon.

In case of any dispute regarding differences in interpretation of the text of these general sales conditions, the French text is the only authentic one and has priority in case of divergence between the authentic text and any translations. The authentic French text can be obtained upon request.