ART. 1: APPLICATION OF THE GENERAL SALES CONDITIONS :
The acceptance of any offer made by ARPLAY MEDICAL SA (called hereafter the Supplier) implies the full acceptance without any reserve from the buyer (called hereafter the Customer) of these general sales conditions. No particular condition may prevail over the general sales conditions without formal and written acceptance from the Supplier.

ART. 2: ORDER :
2.1. All the offers are made in writing and are but validated through a written order made by the Customer.
2.2 Any equipment manufactured by the Supplier does only include the products and services stipulated into the offer. The Supplier keeps the right to bring, at any moment, any modification he deems useful to his products specified in his catalogue, without previous notice. When deemed necessary, the Supplier will hand over with the equipment a technical leaflet, or, eventually an installation leaflet.
2.3 Every document (catalogue, offer, leaflet...) is, in no case, considered as a contract, and is given only for information, without any obligation on the Supplier who keeps the right to change the content and the features, at any moment.

ART. 3: PRICES :
3.1 Prices are net, ex-works and are valid for one year from 1st January to 31st December of the same year, except for contrary conditions specified in the written offer. Delivery or installation fees are always calculated, in addition, upon Customer's request.
3.2 In case of no specific indications, products are packed in cardboards by the Supplier. Special packages such as crates wooden boxes are invoiced, in addition, for the voluminous or heavy equipment or on formal request from the Customer who will indicate, in this case, the required category of package.
3.3. Invoices charged with taxes (when applicable) are issued on shipment date and will be paid either by bank cheque or transfer at receipt of the invoice or by Irrevocable Letter of Credit payable by draft at 30 days from invoice date. Any special payment condition will be previously accepted in writing by the Supplier. In case of different terms of payment granted by the Supplier, upon request by the Customer, and if an advance payment is made by the Customer, a 0.5% discount for each period of 30 days will be deducted for all anticipated payments at the defined date in accordance with our general conditions stipulated on the commercial invoice. Further to article n° 92-1442 of the 31.12.1992 in case of non payment at due date, monthly interests of 1.30% will be charged to the Customer.
3.4. If the payment is made in several instalments and in case of default of the Customer regarding one due settlement, the Supplier has the right to request the payment of the entire settlements.
3.5. A 30% down payment is requested upon order. This payment must be settled at the signature of the sales contract.
3.6 In case of non payment, the Supplier keeps the right to withhold deliveries.
3.7. In case of payment delay or lack of payment on settlement date, the Supplier keeps the right to impose a penalty which is a flat amount calculated on the basis of 15% of the interest of the outstanding balance.

ART. 4: DELIVERY TIME :
4.1. Delivery time is ex-works. In case of no indications to the contrary given by the Customer in this matter, the Supplier will do his best to secure a quick delivery.
4.2. Delivery times are given only on information basis; any delays may not, in no case, give right to penalties or to payments for damages or to cancellation of the order.
4.3. In any case, delivery on time may only be done if the Customer is up to date in his obligations to the Supplier, whatsoever.
4.4. Unless a contrary notice is written by the Customer, the Supplier will be able to issue invoices for any partial deliveries he might have done, according to above mentioned conditions.
4.5. Without taking into account formalities against the forwarder, the claims on visible defects or on non conformity of the delivered products with respect to the ordered ones, should be stipulated by writing within the 8 days which follow the receipt of the aforesaid products. The Customer will furnish the Supplier with any proof about the vices or defects. He will make it easy for the Supplier to check these defects so that he corrects them in case his responsibility is involved. He will avoid to interfere by himself or let any third party operate in this matter.
4.6. The Supplier remains the owner of the sold and delivered goods till the full payment of the invoice.
4.7. The sold goods are at the Customer’s disposal on the delivery quay of the production site in Izeure. If the Customer wishes and requests the delivery to be into his premises or into other premises specified by him, the Supplier organizes – on behalf of the Customer – the transport of the goods at the Costumer’s expenses taking into consideration that this transfer is done at the own risks of the consignee.

ART. 5: WARRANTY :
Any product is guaranteed by the Supplier one year as of the invoice date. When installation and commissioning by the Supplier are necessary to the good functioning of the product, it will be guaranteed one year. The Supplier's warranty is strictly limited to the supplied products and can only concern the repair or the replacement at his charges and in his plant of any defectuous parts or components. The Supplier keeps the right to change the devices or to replace the defectuous parts in order to fulfil this warranty. The faulty components which were replaced free of charge, will be sent back to the Supplier who is the owner. The standard components replaced are guaranteed 6 months. Transport or travelling which would be necessary in the course of the intervention of the supplier with regards to this warranty are at the supplier own charge.
Defects or deteriorations due to normal wear or because of negligence, or abnormal use of the products, or due to a modification not foreseen and done by the Supplier, are excluded from this warranty.

ART. 6: DISPUTES /LIABILITIES :
In case of dispute of any nature or of disagreement on the carrying out of the order of one product, only the courts in the area of registration of the Supplier are competent in this matter, whatever the sales conditions or the negotiated payment conditions are, even in case of warranty appeal or of respondents plurality.