1) Sales by Sonepro are made:
1.1 ) Under these general sales terms,
1.2 ) Under any specific terms set forth in the estimate.

2) Offer and acceptance of the offer:
2.1 ) An estimate is sent to the customer for acceptance. It includes a description of the product sold. It may provide for a final corrected proof to be submitted for customer approval.
The timeframe for creation of a sample or prototype does not start to run before receipt by Sonepro of usable technical elements in the required format (Illustrator, Photoshop or other).
Manufacturing and delivery lead times do not start to run before receipt by Sonepro of acceptance by the customer of the estimate and, where applicable, the corrected proof.
2.2 ) The price is given before VAT. The unit price indicated in the estimate depends on quantities.
Any reduction in quantities purchased is subject to agreement by Sonepro and may lead to an increase in the unit price.
In case of successive orders, the unit price, which may vary, must be the object of confirmation by Sonepro or an additional clause to the initial estimate.
2.3 ) Specific requests made by the customer regarding packaging, marking, labelling, “item” codes, palletizing, any logistics specifications that may be required and the place and terms of delivery, must be supplied when the order is placed.

3) Reservation of ownership:
3.1 ) Sonepro reserves ownership of the goods sold until full payment. In case of partial payment, goods stored on the customer’s premises are presumed unpaid and remain the property of Sonepro.
3.2 ) Transfer of risk for products sold occurs at the time of delivery to the customer, who must therefore insure them with a reputedly solvent company. The customer must identify them at his premises as being the property of Sonepro.
3.3 ) Sonepro may, through until full payment of the price, and as it shall so choose, either demand payment, or exercise its claim over the goods held by the purchaser, and in case of re-sale by the latter, over the price in the hands of the sub-purchaser.

4) Deliveries:
4.1) On delivery it is the customer’s responsibility to check and make the usual reservations with the carrier, within the legal timeframe should any parcel be missing or damaged. In this case he must immediately inform Sonepro and send to it a copy of the letter of reservations.
4.2) Any dispute as to quantities delivered and/or their compliance must be notified to Sonepro within a period of ten days from the date of delivery.
Any dispute as to an invisible defect in the products delivered must be notified by the customer within a period of ten days from the date on which he learns of it and within a period of sixty days at the latest from the date of delivery.
After these deadlines, the purchaser will be out of time and may no longer bring any action on these grounds against Sonepro.
Disputes must specify the exact nature of the fault pleaded and the quantities involved. An inventory and a control in the presence of all parties will be carried out on the customer’s premises. However, since products sold by Sonepro are mass-produced, loss in volume and/or a difference in quantity shall be tolerated within the limit of 3%.
4.3) Sonepro is not liable for delays in delivery due to the customer’s decision-making process, nor for those resulting from any events for which it is not responsible, such as damage, customs delay, dockers’ strike, transport, withholding of goods or laboratory testing by customs.
In this case, the parties must get together to deal with the situation in the best possible way.
4.4) In view of the hazards involved with international trade, delivery within a period of seven days after the planned delivery date will not be considered to be late delivery.

5) Payments:
5.1 ) Unless a clause to the contrary is set forth in the estimate, payment of invoices will be made by cheque or bank transfer, within a period of ten days counting from the date of invoice.
5.2 ) In case of payment by bill of exchange or promissory note, this must be sent to Sonepro within a period of ten days as from the date of invoice.
5.3 ) Any dispute on conformity of the order with products delivered will not justify blocking of payment of an invoice not involved in the dispute or withholding of payment of the disputed invoice without the agreement of Sonepro. (Circular dated 08/12/2005 on commercial relations produced by the Ministry for Small & Medium Businesses, Trade, Craftsmen and Independent Workers).
5.4 ) Cost for producing moulds and tools specific to customer demand are payable on acceptance of the estimate.
If the order were to be cancelled by the customer for a reason not due to Sonepro’s fault, these costs would be increased by fifty percent (50%) subject to reparation of any other prejudice suffered by Sonepro.
5.5 ) In case of failure to pay on due date, since the due date acts as formal notice, the purchaser will have to pay a late payment penalty under the conditions laid down in law (1.5 times the legal rate x amount of the invoice).

6) Cancellation clause:
If an invoice is not paid on due date, since the due date acts as formal notice, Sonepro may, if it so chooses, note by registered letter or e-mail, the cancellation of other orders in hand and demand repair of prejudice suffered due to this fact, as well as reimbursement of costs incurred.

7) Intellectual property:
7.1 ) If the customer supplies the design or model for production by Sonepro, the latter may not be held liable for any counterfeit or infringement of intellectual property. Sonepro is not bound to undertake research into prior ownership.
7.2 ) Sonepro owns intellectual property rights and an exclusive usage right for designs and models created by it, whether registered with the INPI or not. Sonepro may reserve for a customer the distribution of a given model for a given period, specified in the estimate.
7.3 ) Designs and models resulting from modifications or improvements made by Sonepro to a design, model, “brief” or sketch supplied by the customer are considered to be collaborative work. This collaborative work will be the joint property of Sonepro and the customer and may not be used, reproduced, exploited, distributed or modified by the customer without prior agreement obtained from Sonepro.
7.4 ) In case of any return of goods that do not comply, on court decision or with the agreement of Sonepro, the latter will be free to resell the goods returned to third parties, even if they bear a trademark or commercial name or if the model belongs to the customer.
7.5 ) Prototypes, samples, models and designs communicated to the customer remain the property of Sonepro and may not be shown or entrusted to third parties. Should be project not be carried out, they must be returned to Sonepro.

8) Confidentiality:
Sonepro undertakes to respect the confidentiality of all its customer’s product projects or planned sales promotions, about which it is consulted until such time as the plan is revealed to the public. However, Sonepro cannot be held liable for any indiscretions made by any of its competitors who may be consulted by the customer.

9) Liability:
Sonepro is exonerated from all contractual liability in case of failure to perform, partial performance or late performance of its obligations due to force majeure, due to an unforeseeable and irresistible external event or caused by a third party.
If its contractual liability were to be incurred, it would be limited to the actual, direct loss suffered by the customer, to the exclusion of any lost income, commercial loss, loss of operations or penalty clause. Sonepro cannot be held liable for the damaging consequences of any wrongful use of the product sold or any usage other than for its specific purpose.

10) Disputes, allocation of jurisdiction:
Should Sonepro have recourse to the courts to obtain from the purchaser performance of its obligations and if the courts find in favour of Sonepro’s request, even partially, the purchaser must pay, independently of its sentence and the legal costs for which it is liable, a flat-rate compensation amount of 1,500 euros, as a fixed penalty clause within the meaning of article 1229 of the Civil Code.
Exclusive jurisdiction is granted to the Paris Commercial Court, even in case of plurality of defendants and call on guarantee.
Only domestic French law is applicable to these general sales terms.

11) Independence of clauses:
Should the validity of any one of the clauses be challenged by a court with jurisdiction, the other provisions of these General Sales Terms will remain in force.

2nd January 2006
Reproduction forbidden