General terms and conditions of sale

Article 1 — Scope and enforceability

1.1 These general terms and conditions of sale (“the Terms”) apply to any sale of CNC machine tools of the ShapeXpert, WingXpert and HotWireXpert ranges (“the Machine”) and to the associated services, concluded between 2ND ELEMENT SAS, with a share capital of €1,000, registered office at 141 chemin du Soleil Levant, 46300 Gourdon, Cahors Trade and Companies Register (RCS) 944 940 634, VAT FR18 944940634 (“the Seller”) and any professional buyer (“the Buyer”).

1.2 The Terms are provided with every quote. Signing the quote constitutes express acceptance of the Terms in the version attached to that quote. They prevail over any purchasing conditions of the Buyer, unless otherwise agreed in writing and signed by the Seller.

1.3 The contract consists of the following, in decreasing order of precedence: the signed quote, the approved layout drawing, these Terms. The fact that the Seller does not rely on a clause does not amount to a waiver of it.

Article 2 — Status of the Buyer

2.1 The Seller sells exclusively to professionals acting for the purposes of their business. No sale is concluded with a consumer or a non-professional.

2.2 The Buyer provides its SIRET number or, outside France, its valid intra-Community VAT number, and declares on the quote that it is buying the Machine for the purposes of its professional activity. Any false declaration is the Buyer's sole responsibility.

Article 3 — Free pre-contractual services

3.1 The workshop survey, the preliminary layout drawing and the machining simulations carried out on a file supplied by the prospective buyer are free, indicative and without commitment. They create no obligation to sell or to buy.

3.2 The survey is drawn up from the measurements, photographs and information supplied by the prospective buyer, who warrants their accuracy. The Seller does not check these data on site.

Article 4 — Order and layout drawing

4.1 The order becomes firm when the Seller receives the signed quote and the deposit provided for in Article 6.

4.2 The Seller then sends the final dimensioned layout drawing. The Buyer approves it in writing (email is sufficient). This approval fixes the dimensions of the Machine. Any subsequent change is the subject of a priced amendment and may push back the lead time.

4.3 As the Machine is built to measure, the Buyer may not cancel its order after approval of the drawing. In the event of cancellation, the deposit remains acquired by the Seller as fixed compensation, without prejudice to the invoicing of specific work and supplies already committed beyond that amount.

4.4 Before approval of the drawing, the Buyer may cancel in writing; the Seller refunds the deposit less the survey costs and the supplies already committed, evidenced on request.

4.5 If the Buyer does not approve the drawing within 60 days of it being sent, and a reminder has remained without effect for 15 days, the Seller may treat the order as cancelled by the Buyer under the conditions of Article 4.4.

Article 5 — Prices

5.1 The prices shown on the website are entry-level prices, and are indicative. The final price is the one stated in the quote, in euros excluding tax, Machine ex works the Gourdon workshop.

5.2 Commissioning (on-site installation and training) is invoiced at €1,500 excl. VAT. Transport, export packing, transport insurance, and the technician's travel, meals and accommodation are invoiced in addition, at cost, and estimated in the quote.

5.3 Quotes are valid for 30 days.

Article 6 — Payment terms

6.1 Payment schedule: 50% of the price of the Machine on order; 50% before shipment, upon notice that the Machine is available following workshop testing; commissioning and the costs referred to in 5.2 are invoiced at the end of the training and payable 30 days from the invoice date. No Machine is shipped before its price has been paid in full, except under a specific staged payment arrangement concluded by separate contract.

6.2 Payment by bank transfer. No discount for early payment.

6.3 Any late payment automatically gives rise, without formal notice, to penalties at a rate equal to three times the legal interest rate, together with a fixed recovery cost indemnity of €40 per invoice (Art. L441-10 and D441-5 of the French Commercial Code), without prejudice to additional compensation on production of evidence.

6.4 In the event of late payment, the Seller may suspend manufacture, shipment, commissioning, support and warranty until payment in full.

6.5 The Seller may, at its sole discretion and for Buyers established in France only, grant staged payment of the price of the Machine. Such staging constitutes a payment period granted between professionals within the meaning of Article L. 511-7, I, 3° of the French Monetary and Financial Code; it does not constitute a banking operation or financing intermediation. It is the subject of a separate contract which sets the initial payment, the number and amount of the instalments, the contractual interest rate and the applicable retention of title clause, and which prevails over this Article for the sale concerned. Delivery, installation and training remain payable in cash.

Article 7 — Lead times

7.1 The manufacturing lead time is 4 to 6 weeks from the later of the following two dates: receipt of the deposit, written approval of the drawing. This lead time is indicative.

7.2 A delay gives rise to no penalty and no compensation. If the delay exceeds 8 weeks beyond the maximum lead time indicated, other than through force majeure or an act of the Buyer, the Buyer may terminate the order by registered letter and obtain the return of the sums paid, which is its sole remedy in respect of the delay.

Article 8 — Delivery, transport and transfer of risk

8.1 Sales in France: delivery DAP the Buyer's workshop (Incoterms® 2020). The Seller arranges and insures the transport. Risk passes to the Buyer when the Machine arrives at its site, before unloading.

8.2 Sales outside France: delivery FCA the Seller's workshop in Gourdon (Incoterms® 2020). Risk passes to the Buyer as soon as the packed Machine is handed over to the carrier. The Seller may, at the Buyer's request, arrange transport and insurance on behalf of and at the expense of the Buyer, without assuming the risk.

8.3 Unloading and handling up to the installation point are the responsibility of the Buyer, who provides the necessary lifting equipment.

8.4 On arrival, the Buyer checks the condition of the packages in the presence of the carrier, enters precise reservations on the delivery note and confirms them to the carrier by registered letter within 3 days (Art. L133-3 of the French Commercial Code), with a copy to the Seller. Failing this, no claim for transport damage will be admissible against the Seller.

8.5 If the Buyer does not take delivery on the agreed date, the Machine is stored at the Buyer's expense and risk at €50 excl. VAT per week from the 15^th day. Beyond 90 days, and after a formal notice has remained without effect for 15 days, the Seller may terminate the sale under the conditions of Article 20.

Article 9 — Workshop preparation

9.1 With the layout drawing, the Seller provides the list of prerequisites: clear floor area and height, slab, electrical supply, electrical protection, dust extraction, access. The Buyer certifies in writing, at least 8 days before installation, that these prerequisites are met.

9.2 If the workshop is not ready when the technician arrives, the wasted trip, the time spent and a further trip are invoiced at cost, and the lead time is put back accordingly.

Article 10 — Installation, commissioning and acceptance

10.1 Installation, alignment, calibration and commissioning are carried out on site by the Seller, by appointment, in about 7 days.

10.2 At the end of commissioning, the parties sign an acceptance certificate, with or without reservations. Reservations must be precise and substantiated; the Seller lifts them within a reasonable time. Minor reservations that do not prevent use do not stand in the way of acceptance.

10.3 Failing signature of the certificate within 8 days of commissioning without a written and substantiated reservation, or as soon as the Machine is first used in production, acceptance is deemed given without reservation.

10.4 The date of acceptance starts the warranty and the support running.

Article 11 — Training

11.1 The training lasts about 7 days on site, on the Buyer's own blanks and models, until a complete board has been produced by the trained operator. It covers use, routine maintenance and safety instructions.

11.2 A training certificate, listing the people trained and the instructions handed over, is signed by the Buyer. Only those people are deemed authorised; the Buyer trains any new operator under its own responsibility.

Article 12 — Retention of title

12.1 The Seller retains ownership of the Machine until payment in full of the price in principal and incidental amounts. Payment means actual receipt of the funds.

12.2 Risk is nevertheless transferred to the Buyer upon delivery in accordance with Article 8. The Buyer insures the Machine against all damage from that date and provides evidence of this on request.

12.3 Until payment in full, the Buyer may not resell, pledge, move out of its workshop or transform the Machine. In the event of non-payment, the Seller may repossess the Machine at the Buyer's expense; the deposits remain acquired by the Seller up to the amount of the loss suffered.

Article 13 — Contractual warranty

13.1 The Machine is warranted for 2 years from acceptance against any defect in material, manufacture or design that makes it unfit for its intended use. The warranty covers parts and labour.

13.2 Implementation: the Buyer reports the defect in writing (email) with a description, photographs or video. The Seller takes the request in hand within 2 working days and first carries out a remote diagnosis. It freely chooses the method of repair: sending a part on a standard-exchange basis, remote intervention, or on-site intervention.

13.3 Costs: sending parts under warranty is at the Seller's expense. A technician's travel deemed necessary by the Seller is at the Seller's expense in mainland France during the first year; thereafter, and outside mainland France, it is invoiced at cost. The return of defective parts, at the Seller's request, is at the Seller's expense.

13.4 Exclusions: consumables (cutters, Kanthal wire, vacuum pods, belts and wear parts listed in the manual); damage resulting from use not in accordance with the manual, from an unauthorised modification or repair, from a lack of maintenance, from an electrical installation or an environment not meeting the prerequisites, from an impact, from an insured loss or from the intervention of an unapproved third party.

13.5 The warranty is suspended in the event of non-payment. Within the limits permitted by the applicable law, it constitutes the Seller's exclusive undertaking in respect of defects in the Machine. It does not deprive the Buyer of the mandatory legal warranties.

Article 14 — Support and maintenance

14.1 For 6 months from acceptance, the Seller provides free user support by telephone, WhatsApp, email and remote access, Monday to Friday, during French business hours.

14.2 Beyond 6 months, requests falling under the warranty (Article 13) continue to be handled free of charge. User support is offered in the form of a maintenance contract or invoiced per intervention, at the rate in force.

14.3 Remote access requires an internet connection provided by the Buyer and its agreement for each session.

Article 15 — Liability

15.1 The Seller's liability, on all grounds combined, is limited to direct and proven damage and capped at the price excluding tax of the Machine concerned actually paid.

15.2 The Seller is in no case liable for indirect or intangible damage: loss of business, of production, of turnover, of customers or of data, production delay, cost of raw materials or of machined blanks.

15.3 The Buyer remains solely responsible for the choice of the Machine for its needs, for the accuracy of the data supplied for the survey, for the files machined and for the settings it makes.

15.4 These limitations do not apply in the event of gross negligence or wilful misconduct, nor to personal injury, nor in cases where the applicable law prohibits them.

15.5 The Buyer waives any claim beyond these limits and obtains the same waiver from its insurers.

Article 16 — Compliance and safety

16.1 Each Machine is the subject of a conformity assessment and bears the CE marking. It is delivered with its declaration of conformity and its instruction manual in French and, for sales outside France, in the official language required by the country of destination.

16.2 The Buyer undertakes to comply with the manual and the safety instructions, not to disable or modify the guards and safety devices, to assign to the Machine only trained and equipped personnel, and to comply with the employment regulations applicable to its workshop.

16.3 Any modification of the Machine without the written agreement of the Seller voids the warranty and transfers to the Buyer responsibility for the compliance of the modified Machine.

Article 17 — Software and intellectual property

17.1 The control software embedded in or supplied with the Machine remains the property of the Seller. The Seller grants the Buyer a non-exclusive licence to use it, for the service life of the Machine, limited to the use of that Machine.

17.2 The licence passes automatically to any subsequent acquirer of the Machine, subject to the Seller being informed in writing. It may not be transferred separately from the Machine.

17.3 Copying, decompiling and modifying the software are prohibited, except within the mandatory limits of Article L122-6-1 of the French Intellectual Property Code.

17.4 Corrective updates are supplied free of charge during the warranty period. New versions and features may be chargeable. Installing them is never compulsory, but the Seller only provides the software warranty on the latest corrective version.

17.5 The Machine accepts files from third-party software available on the market. That software and its trade marks belong to their publishers; the Seller does not warrant compatibility with their future versions.

17.6 The ShapeXpert, WingXpert and HotWireXpert trade marks, the design of the Machine and the documentation remain the property of the Seller. The sale entails no assignment of these rights.

Article 18 — Confidentiality and the Buyer's files

18.1 The board files, models, drawings and production data supplied by the Buyer or by a prospective buyer remain their exclusive property. The Seller treats them as confidential and uses them only for the simulations, tests, settings and support requested.

18.2 The Seller does not disclose them to any third party and does not reuse them for any other customer or for any development work. It deletes them no later than 12 months after acceptance, or 6 months after the simulation for a prospective buyer who has not ordered, unless otherwise requested in writing.

18.3 Reciprocally, the Buyer keeps the Seller's technical, pricing and software information confidential.

18.4 These obligations last for 5 years after the end of the relationship.

Article 19 — Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code, in particular an interruption in the supply of components, fire, general strike, epidemic, administrative decision or bad weather preventing transport. The obligation is suspended for the duration of the event. If it lasts more than 3 months, either party may terminate the order; the sums paid are returned less the work carried out. The obligation to pay a sum of money that has fallen due is not suspended.

Article 20 — Termination

In the event of a serious breach by one party, not remedied 30 days after formal notice by registered letter, the other party may terminate the order automatically. In the event of termination for breach by the Buyer, the deposit remains acquired by the Seller, who may also repossess the Machine in accordance with Article 12.

Article 21 — Personal data

The data of the Buyer's contacts are processed by the Seller for the management of orders, of the warranty and of support, in accordance with its privacy policy available on shapexpert.com.

Article 22 — Governing law and disputes

22.1 The Terms and the sales are governed by French law. For sales to a Buyer established outside France, the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) applies, supplemented by French law for the matters it does not settle.

22.2 The parties first seek an amicable solution for 30 days; they may resort to mediation, without this step being a mandatory precondition to any action, in particular for recovery of debt or for summary proceedings.

22.3 ANY DISPUTE RELATING TO SALES CONCLUDED BY THE SELLER, INCLUDING WHERE THERE ARE MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS (APPEL EN GARANTIE), FALLS WITHIN THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL DE COMMERCE DE CAHORS (THE COMMERCIAL COURT OF CAHORS).

22.4 The Terms are drafted in French. A translation may be provided; only the French version is binding.