1. SCOPE1.1.The present Standard Terms or « Terms » of the French company FRED & FRED ®, apply to all commercial and technical offers communicated to Clients for the supply of construction products for decorative use called “Supplies” and intellectual or industrial services or “Services”. 1.2.These Terms are transmitted to Clients acting either as purchasers, contractors, representatives, agents or intermediaries. 1.3.At reception of these Terms, the Clients are deemed to have acknowledged and accepted these Terms, to the extent that all orders and contracts submitted to FRED & FRED ® shall be exclusively subject to the present Terms. 1.4.Accordingly, neither any term nor any modification of the initial offer by FRED & FRED ® or the Clients, nor the reception or payment of the Products or Services, may constitute in any way the acknowledgement or acceptance of other general conditions of Clients.2. QUOTATIONS2.1.No statement, offer or representation made by agents or representatives of FRED & FRED ®, nor any publication on the web, catalogue, price list, brochure or advertising document, does constitute in any way, a firm offer to Clients, 2.2.When supplied to a Client, a quotation constitutes an offer for sale, providing however that all necessary information was transmitted on time to FRED & FRED ®. Quotations are valid for a period of three (3) months. 2.3.Prices are stipulated in Euros (€). Otherwise, exchange rates and bank fees are charged to the Client. 2.4.Unless stipulated otherwise by the parties, the price of Supplier is calculated on the basis of an Incoterm ICC, EX Works our factory in Lille – France. Unless requested specifically by the Client, the price includes an ordinary packaging without taking into account any legal or technical requirement in force in the country of destination, particularly concerning recycling, marking, safety marks, treatment of the packaging or the mode of transport being required by the Client. 2.5.All taxes, tariffs, duties, disbursements or expenses of any kind including transport, insurance or clearance costs of Supplies are apportioned according to the ICC Incoterms in their latest version. All other costs incurred in the performance of any order, not allocated by the Incoterm or the specific terms of the orders, shall be borne by Clients, in particular all complying costs resulting from laws and regulations in the country of destination. 2.6.Quotations and orders are subject to modifications due to any increase in costs of materials or transport. 2.7.In no case the price of Intellectual Property Services shall include the assignment of any intellectual or industrial property rights, except under a separate agreement.3. ORDERS3.1.Orders are subject to the acceptance by FRED & FRED ®, giving a written confirmation by mail or other means of communication, the Client keeping a proof of receipt. 3.2.FRED & FRED ® may refuse or accept orders in whole or in part Orders which are transmitted. 3.3.Orders may be subject to conditions precedent such as, (i) the receipt of a 50% down payment, (ii) or the notification of an irrevocable ICC documentary credit (iii) the communication of all specifications by the Client, (iv) and if necessary, the right to access the site. If such pre-conditions are delayed through no fault of FRED & FRED ®, then the delivery may be reported accordingly, or the price adjusted as a result. 3.4.Should FRED & FRED ® think that the specifications, standards or drawings transmitted by the Client, cannot achieve the specified purposes intended by the Client, nor insure the required safety that the construction may require, nor be compliant with specifications, standards or applicable regulations, FRED & FRED ® is entitled to offer alternative proposals, providing that they are properly invoiced as additional Services. 3.5.Should an order be cancelled, for whichever reason, FRED & FRED ® shall retain all advance payments as part indemnification for direct or indirect damages that FRED & FRED ® may incur, following the early termination by the Client, without prejudice of any other remedy.4. MODIFICATIONS4.1. Any request by the Client, to modify the terms of an Order, may be accepted providing that it is in writing and that all subsequent costs are fully invoiced to the Client. 4.2.FRED & FRED ® may at any time, make any modification to the terms of an Order without obtaining the approval of the Client, concerning (i) specifications or technical data, (ii) method of shipment, packaging or loading, (iii) place of delivery, (iv) quantity of product, (v) delivery schedules, (vi) place of inspection and (vii) place of final reception of Supplies or Services. 4.3.Should any modification of an Order result in an increase in the costs or the performance of any Order, such costs may be incorporated in the price and/or delivery schedule and the Order is to be modified in writing accordingly. 4.4.If case of increase or reduction in costs or time of delivery, as a result of any modification, an amended quotation shall be submitted to the Client who shall accept or reject within a period of five (5) calendar days. Failure to answer by the Client shall be deemed to be full acceptance of the amendment.5. STANDARDS – REGULATIONS5.1.Supplies or Services are performed in accordance with European or French standards at the date of the Order. 5.2.At the written request of the Client, FRED & FRED ® may comply with any law, regulation, standard or any other rule providing that the information herein is relevant, complete, understandable and fully updated and furthermore, that this additional Service is fully invoiced. 5.3.As to the quality of Supplies and Services, FRED & FRED ® is applying the state of the art in France and the quality customarily applied in the packaging business.6. CLEARANCE – PERMITS – APPROVALS6.1.All transport and clearance costs are allocated according to the agreed ICC Incoterm between the parties. All costs which may be incurred and not allocated under such Incoterm or any of the terms of the order shall be borne by the Client. 6.2.For clearance and installation purposes in the country of destination, the Client has sole authority to arrange, process and assume the responsibility for clearing the Supplies, including the payment of tariffs, duties, taxes or other formalities, such as permit, license, governmental approval or license necessary on import. 6.3.Should the Client not pay any due sums to the customs or third parties for clearing the Supplies nor obtain such permits, which may cause any delay in delivering the Supplies within the contractual period, it shall be deemed a default of the Client, requiring compensation or reporting the date of delivery accordingly, without any remedy against FRED & FRED ® to recover any direct or indirect losses caused by such late delivery.7. DELIVERY7.1.The period for delivery commences the day indicated in the order, subject to any precondition being fulfilled. 7.2.Deliveries in part are authorized, providing that particular payment conditions negotiated through the banks, do not exclude such deliveries. 7.3.Deliveries are always made according to ICC Incoterms in their latest version. Risks over the Supplies pass on delivery. 7.4.Deliveries made within the French Metropolitan territory, unless otherwise stipulated in writing, are EX Works unloaded, our factory in Lille – France within [seven (7) days] from FRED & FRED’s notice to the Client that the Supplies are at his disposal. 7.5.Deliveries made outside the European territory, unless otherwise stipulated in writing, are FCA, our factory in Lille – France within [seven (7) days] from FRED & FRED’s notice to the Client that the Supplies are to be shipped. 7.6.All warehousing charges which are incurred by FRED & FRED ® as a result of late collection of the Supplies are to be charged to the Client. 7.7.Prior to shipment, the Client shall inform FRED & FRED ® of any requirement necessary for shipping and clearing the Supplies. All Supplies are prepared and packed for export shipment in a manner to comply with carrier regulations and prevent damage or deterioration during handling, shipment and indoor storage until destination, providing that the Client has transmitted all due information. 7.8.All deliveries are made within agreed periods, save for excusable delays or force majeure, events including but not limited to acts of God, war, riot, act of government, fire, flood, epidemic, quarantine restriction, freight embargo, strike or unusually severe weather. 7.9.The Clients accept that (i) delays of less than twenty working days (20) days duration and (ii) delays caused by the untimely performance of any of FRED & FRED’s subcontractors or suppliers, do not entitle them to any claim. 7.10.In case of delay of whichever kind, the Client or their customers are precluded from claiming any damages, being direct or indirect under the present Terms, nor paying any indemnities, penalties or liquidated damages, for whatever reason.8. INSPECTION8.1.Clients shall inspect the Supplies in order to assess their conformity to their description within seven (7) days after arrival at destination, or as the case maybe, prior to shipment. Clients shall also inspect the Services within a seven day period from notification by FRED & FRED ®. 8.2.As a result of inspection, Clients must notify FRED & FRED ® by Electronic communication, keeping a proof of receipt, stating whether they accept or reject totally or in part, FRED & FRED’s Supplies or Services. In case of refusal, even in part, of the Supplies or Services, Clients shall include and describe fully and in a detailed manner in their notification, any disorders attested by their report. 8.3.Failure to inspect the Supplies or Services on time shall be deemed to be acceptance of the Supplies or Services according to their description and preclude the Client from making any similar claim under the warranty. 8.4.Any Products expressly accepted or by implication, that Clients have used or sold, finished, processed or delivered to any third parties, are deemed to be in compliance with the Order.9. PAYMENT9.1.Payments are due in Euros at FRED & FRED’s bank and deemed to be made when credited in full on FRED & FRED’s account. 9.2.Unless otherwise stipulated in writing, payments are due as follows: (i) 50% as down payment on order, (ii) 50% by bank or SWIFT transfer on arrival of the Supplies at the Client’s place. 9.3.Unless otherwise stipulated, payments shall be made by bank or Swift transfer, or alternatively by documentary credit according to the RUU 600 rules, on a first class French bank. In case of regular and successive supplies, the Client may pay by Stand By LC under RPIS 98 rules. 9.4.Payments are deemed to be final acceptance of Supplies or Services. 9.5.All warehousing and storage costs incurred by FRED & FRED ® shall be invoiced separately to the Client.10. DELAYS – DEFAULT10.1.The Client acknowledges and accepts that payment on time is a substantial obligation on his own part without which FRED & FRED ® would not have accepted any Order. 10.2When payments are scheduled over a period of time, a default for one installment entitles FRED & FRED ® to suspend any further delivery relating to the pending order, without any incurring any damages as a result and to request the immediate payment of all other pending orders. 10.3.A Client whose credit is downgraded entitles FRED & FRED ® to demand a surety or a payment on account before shipping the Orders. 10.4.Any delay in payment as from the date agreed in the order or subsequently accepted by FRED & FRED ®, can be subject to the application of an interest for late payment without any prior formal notice from FRED & FRED ®, calculated from the day following the due date for payment at the rate of the ECB (European Central Bank) + seven per cent (7 %) per year on the unpaid balance of the invoice. All accrued interest or any sum due shall be offset on all sums or any discount due by FRED & FRED ®. 10.5.A Client who does not fully pay all sums, and following a request not being complied with, entitles FRED & FRED ® to invoice all expenses incurred for the protection of his rights (i) prior to a legal action, during a court action or arbitration, including any third party’s fees, arbitrators or lawyers’ fees and expenses and court officer’s fees, (ii) request the restitution of Supplies and Services, (iii) have access to the Clients’ premises and recover the Supplies or appoint any person to that effect. 10.6.Following the cancellation of any Order, all sums already paid to FRED & FRED ® or accrued interests shall be retained as part compensation for damages.11. TRANSFER OF RISKS – TITLE11.1.The transfer of risks over the Supplies passes according to the accepted ICC Incoterm in its latest version, or in default, to the first forwarder. Clients agree to keep the Supplies fully insured and taken care of as if there were his own goods, until their entire payment. 11.2.Should attachment proceedings be engaged or any other claim by a third party concerning the Supplies or Services, and in any case, prior to their full payment, the Client shall inform FRED & FRED ® immediately in order to allow him to take any action for the protection of his rights. 11.3.Transfer of ownership in the Supplies or Services shall take place once full payment is credited on FRED & FRED’s bank account. For any claim by FRED & FRED ® to recover its Supplies under this retention of title right, the Client agree to give access to the Supplies wherever they are kept.12. CONTRACTORS12.1.FRED & FRED ® is entitled, at his sole discretion, to contract all or any part of any Order for the delivery of Supplies or Services, including the installation of the Supplies, without having to prior obtain the approval of the Client. 12.2.However, the appointement of a contractor to perform Works or Services shall not exempt such contractor from any of his obligations under a separate contract, quite independently from the present conditions, nor allow him to exclude his own responsibility vis à vis the Clients as a result of any Order that is transmitted by FRED & FRED ®. 12.3.Consequently, each contractor shall be responsible of his own acts or omissions, defaults or defects on his own account or through his employees, agents or third parties, as if there are his own acts, omissions, defaults or defects.13. WARRANTY13.1.FRED & FRED ® warrants that Supplies are manufactured in conformity with standards and specifications prevailing in France or in Europe, unless otherwise stipulated in the Order. 13.2.This warranty is valid for twelve (12) months starting from the final inspection of the Supplies. The Client accepts that any Service made under this warranty shall not extend the warranty accordingly. 13.3.FRED & FRED ® shall not be liable under this warranty for any defect arising of (i) any specification or destination of the Supply which were not expressly stipulated in the Order, (ii) any misuse or inadequate modifications by the Client or any third parties, which was not approved by FRED & FRED ®, (iii) any omission or refusal by the Client or a third party to comply with FRED & FRED’s instructions, (iv) nor concerning any modifications for which FRED & FRED ® has expressed any reserve. 13.4.In case of defect, FRED & FRED’s sole obligations shall be (i) either to repair or to replace the non conforming parts of Supplies. All shipping expenses, travel costs and transfer of personnel on site, expenses incurred in dismantling or reinstalling the Supplies being charged to the Client or (ii) a refund of the defective Supplies. 13.5.Should a defect be found in any Supply, the Client shall be required to notify such defect within seven (7) days of the occurrence of the default, by Email followed and confirmed by international courier, and in each case, keeping a receipt of such notification. 13.6.Services relating to technical assistance, including the installation of the Supplies by any agent or contractor appointed by FRED & FRED ®, are subject to the reasonable requirements of the Client, the period of delivery, the availability of agents, personnel or contractors appointed by FRED & FRED ®, and works carried out by them always under their sole supervision and responsibility. 13.7.Should FRED & FRED ® be found liable for damages arising out of the Supply or Services by an arbitrator or a court, in no case, FRED & FRED ® shall not be liable for any indirect damages that could result. In such case, FRED & FRED ® shall always be limited to the amount of Supplies and Services delivered and paid by the Client.14. TRADEMARKS – IP RIGHTS – CONFIDENTIALITY14.1.Creative Supplies and innovations constitute valuable property rights and company assets which belongs to FRED & FRED ®. Accordingly, Clients shall be extremely diligent in not causing nor facilitating any breach or infringement as regards patents, trademarks, copyrights or trade secrets, including technical, financial and marketing secrets or proprietary information rights belonging to FRED & FRED ®, arising from or in connection with the Supplies or Services delivered or to be delivered under each Order. 14.2.Property rights means any industrial or intellectual property rights, any copyrights, trademarks whether registered or not, utility models and other intellectual property rights, any patentable rights owned, assigned or acquired by FRED & FRED ® either in France or in other countries, or any country where the Supplies may be designed, manufactured or installed, as a result of the delivery of Supplies or Services undertaken by FRED & FRED ® or its agents. 14.3.The Client agrees to keep strictly confidential all information and data relating to any quotation, or order, particularly any proposal or variation, or any technical data, commercial information communicated by FRED & FRED ®. This obligation shall be enforced pending negotiations, during performance and for a period of five (5) years following the last Order. 14.4.When Any breach of such rights or any infringement by the Client, its agents or personnel, or through third parties that the Client has to report immediately to FRED & FRED ®, shall entitle FRED & FRED ® to claim compensation, damages, interests and recover all mediator’s, arbitrator’s or agent’s fees and all other expenses in connection with such action, claim or default of the Client.15. MISCELLANEOUS15.1.The present terms are part of the Orders or subsequent contracts concluded with the Clients. 15.2.In the event of any inconsistency between any part of these terms, and any other documents used in relation to them, the priority of documents shall be resolved by giving precedence to (i) the terms of the order accepted by FRED & FRED ®, (ii) the specifications and applied standards (iii) the terms of a notified documentary credit, letter of credit or surety and (iv) and the present Terms. 15.3.Time limits are expressed in calender days, weeks or months. 15.4.Unless otherwise agreed in writing, the Supplies and Services are provided in French. Particurlarly , all documents, including specifications and notices are furnished in French. 15.5.If any provision of these terms is or become void or unenforceable by force or operation of law, all other provisions remain valid and shall be enforced. 15.6.A Client can cancel an Order providing (i) he informs FRED & FRED ® in writing, (ii) he pays immediately the invoiced Supplies and Services pro-rata of their performance, (iii) he pays upon written request by FRED & FRED ® a 10% indemnity over and above any down payment already paid, (iv) and returns immediately all documents, data and information communicated by FRED & FRED ® in relation to any Order. 15.7.FRED & FRED ® is entitled to cancel any order following (i) any default payment, even only in part, or any failure to pay on time following a written or electronic notification which is not complied with within seven (7) days, (ii) the Client’s financial status has become materially impaired, (iii) doubts regarding the continuity of the Client’s professional activity, (iv) a change of company chief executive, in the structure of the Client’s company or the sale of his company, (v) the assignment of the management of the company, (vi) the grant of a surety on the company or the goodwill with negative consequences on the credit rating of the Client, (vii) debt restructuring, bankruptcy, insolvency proceedings or credit arrangement with his creditors. 15.8.In these cases, FRED & FRED ® shall be entitled to request an immediate payment of supplies and Services, even partially performed with the immediate return of all documents or data under whichever form, including drawings.16. DISPUTES16.1.In case of translation of these Terms, the French version shall prevail. 16.2.The law applicable to the present Terms is the Vienna Convention on the International Sale of Goods, and subsidiarily, French law. 16.3.It is expressly agreed by the Parties that all disputes arising out of the present Terms shall prior be submitted to the mediation of CMAP in Paris (web site http://mediationetarbitrage.com) for a maximum period of three (3) months. 16.4.When the Client is situated or is resident within the European Territory, then, should the mediation fail or be avoided, the parties agree to submit their dispute concerning, but without limitation, the validity, construction, performance or termination of any such Terms or subsequent contract to the tribunal in Lille – France. 16.5.When the Client is situated or is resident outside the European Territory, then, should the mediation fail or be avoided, the parties agree to submit their dispute concerning, but without limitation, the validity, construction, performance or termination of any such Terms or subsequent contract to the arbitration of CMAP in Paris (web site http://mediationetarbitrage.com) by one (1) or three (3) arbitrators. The Parties further acknowledge that the sentence shall be final and definitive and that they strictly comply with.