1 – Subject and Field of Application

1.1 – Orders of Magic Flyer^® products imply that buyers fully understand and accept the General Terms of Sale hereby. Said General Terms of Sale shall prevail over any other of the buyers’ documents, and in particular over any of their general terms of purchase, except prior express dispensatory agreement given by us.

1.2 – The general terms of sale hereby shall apply to any sales of Magic Flyer^® products by us, except expressly agreed otherwise in writing between the parties when ordering.

Clients’ placing of orders therefore means that they fully accept the general terms of sale hereby, except special terms agreed in writing between us and the buyers.

1.3 – Any other documents than the general terms of sale hereby, be they catalogues, leaflets, advertisements, directions for use, etc., have information value only and shall not be deemed contractual.

2 – Intellectual Property Rights

Any technical documentation entrusted to our clients shall remain our exclusive property as the sole owners of the intellectual property rights to said documents, which shall be given back upon request.

Our clients shall make no use of said documents liable to harm our intellectual or industrial property rights, nor disclose them to any third parties.

We are the owners of the Magic Flyer^® brand, which is registered to the French Institut French National Institute of the Intelectual property. No use whatsoever may be made of said brand without our agreement in writing.

3 – Orders

3.1 – Definition

Except otherwise agreed, orders are understood to be orders for products appearing in our price lists and accepted as orders by us, said orders to come to­gether with the payments mentioned on order forms.

3.2 – Modifications

3.2.1 – Except otherwise agreed in writing by us, orders placed with us shall be irrevocable for clients.

3.2.2 – Requests for modifications to the make-up and volume of orders placed by clients shall be accepted by us only if made in writing (fax or e?mail included) and received by us 3 days (three days) at the latest after receipt by us of the initial orders.

Any modifications to orders by clients shall release us of compliance with the initially agreed terms of delivery.

3.2.3 – Bespoke Products

For bespoke products, clients receive a digital matrix of the ordered Magic Flyer^®, together with a set of instructions to be followed scrupulously, followed by a digital press proof. No modifications shall be made once the press proof has been accepted in writing by the client.

4 – Deliveries

4.1 – Terms of delivery

4.1.1 – Terms of delivery are given for information only. Actual deliveries are subject in particular to the sequence of received orders and to the availability of carriers.

We endeavour to keep to the terms of delivery (set according to logistic lead times ac­cepted in the trade) as stated upon acceptance of orders, and to carry out said orders, except force majeure and any circumstances beyond our control such as strikes, frost, fire, storms, floods, epidemics, sup­ply problems or any others not herein mentioned. Delayed deliveries shall carry no penalties or compensa­tion, nor entitle buyers to cancel their orders. For bespoke products, terms of delivery as mentioned on estimates start running once clients have endorsed the press proof in writing.

4.1.2 – Delays relative to the initially stated terms of delivery, which are given for information only, shall not entitle clients to cancel the orders they have placed with us and that we have accepted.

4.2 – Risks

Deliveries are made carriage paid. Risks for the products sold by us are transferred upon handing over of the products to carriers.

4.3 – Transport

Clients shall make to carriers any required reservations concerning missing or damaged goods.

Any products for which no reservations have been made to carriers within 3 days (three days) of reception by registered letter with acknowledge­ment of receipt as provided by art. L 133?3 of the French commercial code or Swiss commercial code together with a copy being sent to us, shall be deemed as accepted by clients.

4.4 – Acceptance

4.4.1 – Without prejudice to any provisions buyers have to make concerning carriers as described in art. 4.3 above, any complaints whatsoever as re­gards missing goods or conspicuous defects con­cerning delivered goods shall be accepted by us only if sent in writing by registered letter with ac­knowledgement of receipt within the 7-day (seventh-day) time limit provided in section 4.3 above.

4.4.2 – It is the buyers’ responsibility to provide proof as to the reality of missing or faulty parts in deliveries.

4.4.3 – Purchased goods shall not be returned without our prior express agreement in writing, to be requested among other means by facsimile or by electronic mail.

Any return costs shall be borne by us only for missing goods or conspicuous defects as ascertained by ourselves or by our authorised agent.

Goods shall be returned to us by carriers chosen by us.

4.4.4 – In case missing goods or conspicuous defects are ascertained by us or by our authorised agent, buyers shall be entitled only to the replacement of faulty goods and/or to the supply of the missing goods, at our cost, without buyers being entitled to claim any compensation or cancellation of orders.

4.4.5 – The acceptance by buyers without reservations of ordered goods shall void any claims and complaints for missing goods or concealed defects.

Any reservations shall be confirmed as provided for in paragraph 4.4.1.

4.4.6 – Complaints from buyers as provided for herein shall not suspend payment by buyers of the concerned goods.

4.4.7 – Even when we have chosen the carrier, we shall not be liable for any events occurring during transport nor for the theft, loss or destruction of goods.

4.5 – Suspended Deliveries

We reserve the right to suspend any deliveries planned and/or in progress in case of complete non-payment of invoices that have become due following formal notice unresponded to within 48 hours (forty-eight hours).

4.6 – Cash Payments

Any orders we accept build on buyers’ adequate financial reliability guaranteeing that they shall pay owed amounts when due and as provided in law.

Should we thus entertain serious or special worries concerning payment difficulties as regards buyers at the time of placing their orders, we may accept orders or their continued execution only subject to payment in cash or at delivery by buyers, or provision to us of adequate guarantees.

We may also, for current orders or prior to accepting any orders, require of buyers that, for the purpose of assessing their solvency, they submit their books of account, in particular their profit or loss account or their earning forecasts.

Should buyers refuse cash payment without providing sufficient guarantee, we may refuse to carry out placed order and to deliver the ordered goods, without buyers being entitled to claim unjustified refusal to sell or any compensation.

4.7 – Refusal of Orders

Should clients place orders with us without having paid their earlier orders, we may refuse to carry out any new orders and deliver the relevant goods, without clients being entitled to claim to any compensation for any reason whatsoever.

5 – Prices and Price List

5.1 – Price List

5.1.1 – Our prices apply to all clients at a given date. They may be increased from time to time after prior notification to our clients.

Any price modifications shall be automatically applicable at the date stated on the new price lists.

5.2 – Prices

5.2.1 – Our prices are those of the price list applying on the day orders are placed. Prices are always without tax.

Except otherwise provided, the prices of products not included in our catalogue may be modified sub­ject to any cost variations of their economic components between the placing of orders and delivery.

Prices are payable in euros using one of the following means: bank card, wire transfer or cheque without trade discount or reduction, bill, bill of exchange statement, stand-by letter, documentary letter of credit. Original invoices are sent together with the goods.

5.2.2 – Our prices are stated without carriage, except prior express agreement made with buyers.

Volume-related prices mean that orders for lesser volumes entail modified prices.

5.2.3 – Except otherwise agreed, late deliveries carry no right to modify or cancel contracts and shall not give rise to damages. Any penalty clauses provided for in clients’ own documents shall be unenforceable against us.

5.2.4 – Any terms of execution stated in orders shall be accepted and be deemed binding by us subject to compliance with the following conditions: compliance by clients with the terms of payment and the payment of down payments, timely submission of technical specifications, absence of delays in design and preparatory work, absence of force majeure and of political, social, economic or technical events hampering the operations of manufacturers or their supplies of energy, raw materials or components.

6 – Terms of Payment

6.1 – Payment

Our invoices are payable upon acceptance (given in writing and bearing date, stamp and signature) of estimates or order forms.

Dates of payment are stated on invoices.

Full payment according hereto shall be deemed as made only after effective collection of bills or bill of exchange statements.

Orders of bespoke products are payable as follows: 50% on order or on acceptance of the estimate and 50% prior to shipment; or 100% on order with 3% discount (carriage not included); or cheque cashed 30 days after order.

6.2 – Non-payment

6.2.1 – Any amounts not paid when due shall entail the payment by clients of penalties, said penalties being set at one and half time the legal rate of interest. As provided by art. the Swiss commercial code, such penalties are due ipso jure upon receipt by buyers of notification that said penalties have been charged to them.

6.2.2 – We further reserve the right to refer the matter to a court for lifting such non-performance, together with the setting of a daily fine.

7 – Retention of Title

7.1 – Transfer of title to our products shall remain pending until full and complete payment by clients of their price, both principal and costs, even in case of extended terms of payment. Any provisions to the contrary, in particular to be found in general terms of purchase, shall be deemed as void in accordance with the Swiss code of commerce.

7.2 – It is expressly agreed that, as per the Retention of Tile provisions hereby, we may for any of our claims make use of our rights hereby over all of our products as held by clients, those products being as is customary deemed the unpaid ones, and take or claim them back in compensation of any unpaid invoices, without prejudice of our right to cancel current orders.

7.3 – Clients may resell unpaid products only as per the normal operations of their companies; in no case shall they pledge or give in guarantee unpaid stocks. In case of non-payment, clients shall further abstain from reselling products they hold in stock corresponding to the volume of unpaid products.

7.4 – In case of non-payment of due invoices, we may also request cancellation of sales following upon mere formal notice. We may likewise, upon formal notice, unilaterally take stock of our products as in the possession of clients, who here and now to that effect undertake to allow free access to their shops, warehouses or other premises and to always keep our products identifiable.

7.5 – Pending orders shall be automatically cancelled in case clients go into receivership or into liquidation, our company reserving the right to claim back products in stock.

7.6 – This article notwithstanding, the risks pertaining to the goods are automatically transferred to buyers upon delivery.

7.7 – Delivered products automatically fall into the keeping of the buyers upon delivery.

In case of non-payment and unless we choose to require the full execution of sales, we reserve the right upon formal notice to cancel sales and to claim back the delivered goods, with the return costs to be borne by buyers and any payments already made being retained by us in penalty.

8 – Warranty for Conspicuous and Concealed Defects

8.1 – Products shall be checked by clients upon delivery. Any reservations, objections or complaints concerning missing goods or conspicuous defects shall be made as provided for in art. 4 hereof. Products suffering from conspicuous defects shall be replaced by us subject to control of the claimed defects.

Clients shall provide proof concerning the reality of any discovered defects. We reserve the right to directly or indirectly carry out on site any controls and raise any objections.

8.2 – Defects to be found at the time of delivery and discovered during acceptance shall be given notice of by clients in writing within three days following the date at which the defects have been found. Notices given more than three days after delivery of the products shall not be considered.

8.3 – No action shall be brought for non-conformity of any products later than one week after delivery.

Clients expressly agree by the accepting of the General Terms of Sale hereby that once said time limit of one week is over, they shall no longer be entitled to claim any non-conformity concerning the products, nor claim such non-conformity for filing a cross action to counter any action brought by us for collection of outstanding debts. Failing the fulfilment of said conditions, we cannot accept any liability towards clients for concealed defects.

8.4 – Defects and damages concerning delivered products resulting from unusual storage and/or conservation conditions in the client’s premises, especially following any accident, shall not entitle clients to the warranty applying to our products.

8.5 – Our warranty against concealed defects extends no further than the costless replacement of any faulty products, to the exclusion of any claims for damages for any reason whatsoever.

8.6 – We guarantee our products against concealed defects in accordance with law, with precedents and with habitual practice, under the following conditions:

Our warranty shall apply only to products to which buyers have due title.

Faulty storage, packaging or use of the products and their consequences shall not be considered for warranty. We reserve the right of conditional acceptance for inconspicuous defects and faulty usage. For best results we recommend following the instructions for use.

Our warranty applies to concealed defects only. Our clients being professionals, concealed defects are understood as product manufacturing defects making them unsuitable for their intended use and unlikely to de detected by buyers prior to use. Design faults shall not be considered as concealed defects. Our clients are deemed to have received all the technical information concerning our products.

Our warranty is restricted to the replacement of faulty products.

9 – Force Majeure

Cases of force majeure or fortuitous events are defined as events beyond the control of the parties that could not reasonably be considered as foreseeable by them and that they could not reasonably have avoided or mastered, to the extent that their occurrence completely prevents the execution of their obligations.

The following shall be considered as cases of force majeure or fortuitous events freeing us from our delivery obligations within the initially agreed period: strikes by all or part of our personnel or of our usual carriers’ personnel, fire, floods, wars, production stoppages due to fortuitous breakdowns, failures in the supply of raw materials, epidemics, road closures to heavy traffic during thaws, roadblocks, failures of power or gas supplies, in particular because of strikes, supply failures not attributable to us and any other supply failures attributable to our own suppliers.

We shall under such circumstances warn clients in writing (facsimile or electronic mail included) within 24 hours (twenty-four hours) after the occurrence of such events, said events ipso jure and without compensation suspending the agreements between us and our clients from the date of occurrence of the events.

Should such events last longer than 30 days (thirty days) after their date of occurrence, any sales agreements between us and our clients shall be open to cancellation by the promptest party, without any party being entitled to claim damages.

Such cancellation shall come into effect upon first pre­sentation of the registered letter with acknowledgement of receipt notifying such cancellation.

10 – Jurisdiction Clause

10.1 – The competent courts shall be the courts of our company headquarters.

10.2 – Any disputes arising out the implementation, the interpretation and the execution of the General Terms of Sale hereby, out of any sales agreements made by us or concerning the payment of prices shall be brought before the commercial court competent for our headquarters, whatever the place of the order, the place of delivery, the payment and terms of payment, even in case of action on warranty or of plurality of defendants.

Bills of exchange shall be ground for neither novation nor derogation to the jurisdiction clause hereby.

10.3 – The jurisdiction clause hereby clause is all-inclusive and shall apply to claims heard on the merits, to inter­locutory proceedings or to summary proceedings.

10.4 – In case of action at law or any other action for debt collection by us, any costs for summons, courts costs and counsel and bailiff fees shall be borne by the faulty clients, as well as any costs connected with or arising out of their failure to comply with the terms of payment or the conditions apply for delivery of orders defaulted upon.

11 – Renunciation

Any renunciation by us at a given time to seek application of any of the provisions hereby shall in no way imply subsequent waiving by us of the same provisions.

12 – Applicable Law

Any issues concerning the General Terms of Sale hereby and the sales thereunder that should not be provided for hereunder shall be governed by Switzerland law exclusively, and supplementarily by the Vienna Agreement on the International Sales of Merchandise.