TERMS AND CONDITIONS OF SALE

PREAMBLE

These general conditions of sale govern the contractual relations between XSTONE GROUP companies (hereinafter referred to as "XSTONE") and the Customer. These general conditions of sale shall prevail over all other conditions appearing in any other document, except for prior, express and written exemption XSTONE reserves the right to modify and / or update these general conditions of sale at any time. The new general conditions of sale will, if necessary, be brought to the attention of the customer by mail and will be applicable only to sales made after the modification.

 

ARTICLE 1 - APPLICATION AND ENFORCEMENT OF THE GENERAL CONDITIONS OF SALE

Unless otherwise agreed in writing signed by XSTONE and the buyer, these terms of sales (hereinafter "ToS") constitute the framework of the commercial relationship between XSTONE and the buyer (hereinafter collectively the "Parties").

These ToS are sent or given to the buyer to enable him to place an order. Consequently, any order placed implies the buyer's full and unreserved acceptance of these ToS, to the exclusion of all other documents without contractual value such as prospectuses or catalogues which are only indicative.

No particular condition appearing in the buyer's documents, in particular in his general conditions of purchase, can, except with formal and written acceptance by XSTONE, prevail over the ToS. Any condition contrary to the ToS opposed by the buyer will therefore, in the absence of express acceptance by XSTONE, unenforceable against it, regardless of when it may have been brought to its attention.

ARTICLE 2 - ORDERS

Orders must be made by mail (order@xstone.team).

XSTONE is only bound by orders taken by its agents, representatives or employees subject to the sending by XSTONE of an order acknowledgment to the buyer (hereinafter "SO" Sale Order). The buyer must verify the SO upon receipt and address any disputes relating thereto in writing within two (2) working days of receipt of said SO. Otherwise, the information contained in the SO will be deemed accepted; no subsequent dispute, in particular of a document drawn up on the basis of the information contained in the SO (invoice, etc.) will be accepted.

Any modification or cancellation of an order requested by the purchaser can only be taken into consideration if it is received in writing by XSTONE before the products are manufactured, without XSTONE being however required to act on the requested modification. In the event that, by way of derogation, XSTONE accepts the cancellation of an order after the manufacture of the products on a commercial basis, the buyer agrees to pay XSTONE a sum corresponding to twenty-five percent (25%) of the amount. of the cancelled order, as a contribution to the costs incurred by XSTONE, in particular for manufacturing, handling, repackaging, etc., of the cancelled order. XSTONE will in this regard send the buyer a letter reminding the application of this provision before issuing a credit note on the corresponding invoice.

The benefit of the order is personal to the buyer and cannot be transferred without the agreement of XSTONE.

ARTICLE 3 - DELIVERIES

3.1. Modalities

Delivery is made:

• either at the start of unloading operations at the buyer's or one of the warehouses designated by the buyer, if the transport is chosen and organized by XSTONE,
• or when the truck doors are closed when leaving XSTONE's warehouses, if the transport is chosen and organized by the buyer. In this case, the buyer must immediately withdraw the delivered products. Any costs generated by non-withdrawal (custody, storage, etc.) will be the sole responsibility of the buyer who undertakes by simply placing an order to pay them,
• either, for export, unloading at the export port with or without insurance included, or no, according to any other modality as specified in the SO.

In any event, XSTONE is not required to make delivery if the buyer is not up to date with its payment obligations to the seller, whatever the cause.

XSTONE is authorized to make partial deliveries.

In the event of express transport requested by the buyer, the cost of this transport will be invoiced to him.

In the event that, on delivery, the buyer refuses the products delivered without justification, that is to say, for example, in the absence of a dispute as to the conformity of the products with respect to the order, the buyer agrees to pay XSTONE a sum corresponding to fifty percent (50%) of the amount of the refused order, as a contribution to the costs incurred by XSTONE in particular for shipping, handling, repackaging, etc. said command. XSTONE will in this regard send the buyer a letter reminding the application of this provision before issuing a credit note on the corresponding invoice.

3.2. Delivery date

The delivery dates, when mentioned, are indicative, the buyer acknowledging that deliveries take place depending on the possibilities of supply, manufacture and possibly transport. Consequently, the responsibility of XSTONE cannot be engaged in the event of non-respect of the delivery deadlines.

3.3. Risks

Whatever the delivery date as defined in Article 3.1, the transfer of risk, whatever it is, to the buyer takes place upon delivery of the products to the carrier. The products and their packaging therefore travel at the risk and peril of the purchaser.

It is the buyer's responsibility, in the event of damage or missing items, to safeguard his rights vis-to-vis the carrier in accordance with article L.133-3 of the Commercial Code, and to simultaneously send a copy of his mail to XSTONE.

ARTICLE 4 – CLAIMS

Without prejudice to the arrangements to be made by the buyer vis-to-vis the carrier as stated in article 3.3 hereof, any disputes concerning shortcomings, characteristics, type of goods supplied must be formulated, by registered letter with acknowledgment of receipt (or express mail for export), at the latest within eight (8) days of receipt of the products. Apparent defects must be reported immediately and, in any event, no later than thirty (30) days following their discovery, by registered letter with acknowledgment of receipt (or express mail for export). Failing this, the buyer will be deemed to have received products conforming to specifications and without defect.

If the products are in the process of being installed, the installation must imperatively be stopped on the day of the discovery of the apparent defect, failing which the purchaser will forfeit the benefit of the guarantee. Any complaint must be accompanied by the delivery slip, the order and the purchase invoice relating to the product which is the subject of the complaint.

It is also up to the buyer to provide all the justifications as to the reality of his complaints, XSTONE reserving the right to proceed, directly or indirectly, with any finding and verification.

No return of goods can take place without the prior written consent of XSTONE.

When an apparent defect or a missing one is actually noted by XSTONE, the buyer can only ask XSTONE to replace or supplement the products concerned, to the exclusion of any other form of compensation.

The buyer's claims do not suspend his payment obligations for the products concerned.

ARTICLE 5 – WARRANTY - RESPONSABILITY

5.1. Guarantee of hidden defects

Any disputes concerning any hidden defect must be made by registered letter with acknowledgment of receipt (or express mail for export), at the latest within thirty (30) days of their discovery by the buyer.

If the products are in the process of being installed, the installation must imperatively be stopped on the day of the discovery of the defect, failing which the purchaser will forfeit the benefit of the guarantee. If the product is recognized by XSTONE as being defective, XSTONE may at its option replace or reimburse all or part of the product under the conditions appearing in the warranty document for said product.

No claims or guarantees can be made for products of inferior or downgraded quality, sold as such. It is recalled that the professional purchaser of the same specialty must justify the checks carried out on receipt of the products.

5.2. Responsibility

XSTONE declines all responsibility in the event that the goods have not been suitably chosen by the buyer according to their destination, or have not been used, stored and / or maintained in accordance with XSTONE's recommendations, such as if they would not have been implemented in accordance with the rules of the art.

XSTONE cannot be held responsible for non-material damage such as loss of turnover in particular.

In any event, XSTONE's liability will be expressly limited to the amount of the corresponding order.

ARTICLE 6 - PRICE

The prices are in Euro, except as expressly stipulated in writing by XSTONE, net, excluding taxes and are those in force on the day the ARC is sent by XSTONE.

The current prices are communicated by XSTONE to the buyer each year as well as on simple request from the buyer. The prices will be adjusted equitably to take into account the additional costs incurred by XSTONE as a result of modification or obligation arising from the evolution of industrial specifications, prescriptions, codes, standards and norms, and by changes in legislation. or applicable regulations.

Any possible price reduction granted, in the absence of specific stipulations, is only valid for the order to which it relates.

ARTICLE 7 – INVOICING

Each sale will be invoiced by XSTONE to the buyer, it being specified that the buyer accepts the possibility of partial invoicing as and when deliveries are made.

XSTONE reserves the right to invoice the purchaser for any additional service to the products resulting in an additional cost that the latter has requested. A list of these services is attached to the price list.

ARTICLE 8 – PAYMENT TERMS

Unless otherwise stipulated on the invoices, invoices issued by XSTONE are payable net and without discount, with immediate payment.

The fact of having possibly benefited from a payment facility does not entail any obligation on the part of XSTONE to maintain it.

If a sale involves one or more deliveries, the failure to pay just one of them, such as the refusal to accept a draft, may automatically lead, at XSTONE's option, to the immediate termination of the sale.

Any default on payment by the due date automatically entails, without prior notice and without prejudice to any damages and interest:

• payment of all sums due by the buyer, including those for which a later date was initially scheduled;
• payment, the day following the settlement date appearing on the invoice, of a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points (rate in force in accordance with the provisions of article L.441-6 of the French Commercial Code);
• due, a lump sum indemnity for recovery costs of 40 euros, increased by any costs possibly incurred by XSTONE in order to obtain the recovery of the sums due;
• right to suspend any delivery and in this case deliveries can only resume after full payment of the sums due and the related late interest;
• ability to consider the sale to be resolved and request the immediate return of the products at the expense of the buyer;
• the right to claim the goods delivered at any time, the return costs remaining the responsibility of the buyer and the payments made being acquired as a penalty clause;
• payment by the buyer of legal costs resulting from any legal action.

In the event of a deterioration in the buyer's financial situation, such as to jeopardize the fate of XSTONE's debt, the latter reserves the right to suspend or cancel pending orders. XSTONE may also require security or advance payment, pending orders being suspended pending receipt of security or payment in advance.

Payment will always be made at XSTONE's address.

ARTICLE 9 - RETENTION OF OWNERSHIP

XSTONE retains full ownership of the goods sold until effective payment of the full price in principal and accessories.

The delivery of a security creating an obligation to pay (draft or other) does not constitute a payment within the meaning of this clause.

Failure to pay any of the deadlines may result in the full claim of the goods.

Until full payment of the price by the buyer, XSTONE may at any time carry out an inventory at the buyer's premises to verify the existence in kind of the goods and their identification as goods belonging to XSTONE.

The above provisions do not preclude, upon delivery of the products to the carrier as indicated in Articles 3.1. and 3.3, the transfer to the buyer of the risk of loss or deterioration of goods subject to retention of title as well as the damage they could cause.

ARTICLE 10 – CONFIDENTIALITY

The buyer agrees to keep the confidentiality of all information of which he has had, has and will be aware during the negotiation and execution of orders.

ARTICLE 11 - MANUFACTURING TOLERANCES / PRODUCT EVOLUTION

The purchaser accepts the existence of manufacturing tolerances. He recognizes that these differ from one product family to another. The same is true of color differences between different manufactures, as well as between the manufacture of products and their sampling. These deviations and tolerances are expressly accepted by the purchaser.

The mineral veneer is a handmade material, exhibiting variations in colour, shade, grain, texture, roughness etc…. by making its charm and its intrinsic nature. They cannot be considered as defects and a reason for refusal of the goods. The sample presented defines the general tone, but in no case the appearance identity with the delivered supply.

The installation of the products must be carried out in accordance with the Rules of the Art in accordance with the applicable DTUs and our recommendations. It will be the responsibility of the client to defend his rights vis-to-vis the installer who has not complied with the Rules of the Art or neglected to find out about them. The non-professional client who would proceed with the implementation without the assistance of a professional would do so at his own risk.

The Distributor acknowledges having benefited, when choosing the materials ordered, from complete and detailed information on their characteristics, their conditions of use and installation and summarized in the instructions given to them.

XSTONE reserves the right to make any modification to its products related to technical developments. It is the buyer's responsibility to inquire before placing an order.

ARTICLE 12 - Intellectual Property, Artistic Copyright, and Usage Rights

XSTONE hereby declares that all XSTONE products are individually handcrafted with artistic and artisanal craftsmanship within its manufactory and are consequently protected under copyright law for artisanal creations. As such, XSTONE retains full intellectual ownership of the finished products, including their unique artistic expression.

The use of XSTONE products or representations thereof for personal or commercial advertising, promotional campaigns, social media, or any form of public display requires the express prior written consent of XSTONE.

Furthermore, all rights, including copyright and reproduction rights, to images, videos, or any visual representations depicting XSTONE products are the exclusive property of XSTONE. XSTONE reserves the right to use, reproduce, distribute, or license these images without limitation.

Any unauthorized use, reproduction, or distribution of XSTONE products, details about the ACUSTONE product, including patent-pending technology (EP23197138.3), manufacturing processes, and specifications, or their visual representations shall constitute a breach of this agreement and may result in legal action, including but not limited to claims for damages and injunctive relief.

ARTICLE 13 - IMPORT

All the requirements to which the importation of the goods to the territory or place of delivery agreed with the buyer is subject are deemed to have been fulfilled by the buyer upon dispatch of the orders. From that moment, the risk of refusal of importation of the goods, by customs authorities or others, hangs over the buyer who assumes full responsibility.

ARTICLE 14 - FORCE MAJEURE

Expressly, are recognized as force majeure, in addition to those usually recognized by French case law, any impediment in manufacturing resulting from supply difficulties, shortages of labour and / or material, strike movements, transport interruptions.

Initially, cases of force majeure will suspend the obligations of the Parties. If the force majeure event (s) lasts longer than one (1) month, the sale may be resolved by any of the Parties by registered letter with acknowledgment of receipt.

ARTICLE 15 – STATEMENT OF TERMINATION OF PAYMENTS - COLLECTIVE PROCEDURES

In the event of a declaration of cessation of payments, safeguard proceedings, receivership or liquidation, the buyer undertakes to inform XSTONE without delay by registered letter with acknowledgment of receipt. The same will apply in the event of the appointment of an ad hoc representative on behalf of the buyer.

ARTICLE 16 - INOPPOSABILITY OF A CLAUSE

It is expressly agreed between the Parties that if one or more clauses of these terms of sales were considered null or declared as such in application of a law, a regulation or following a final decision of a court competent, the other clauses would retain all their force and scope.

ARTICLE 17 - WAIVER

The fact that XSTONE does not avail itself at a given time of any provision of the terms of sales cannot be interpreted as a waiver of the right to avail itself subsequently of any of said conditions.

 

ARTICLE 18 - APPLICABLE RIGHT

This term of sales is governed by International Commercial Law

The Parties expressly agree to exclude the application of the Vienna Convention of April 11, 1980 on the international sale of goods.

ARTICLE 19 - ATTRIBUTION OF JURISDICTION

In the event of disputes, the parties will pursue mediation first. If unresolved, arbitration will be conducted under the rules of the International Chamber of Commerce (ICC), regardless of the place of the order, delivery or method of payment. and even in the event of a guarantee call or multiple defendants.

ARTICLE 20 - ELECTION OF DOMICILE

The Parties elect domicile at their respective head office.

ARTICLE 21 - LANGUAGE

The terms of sales are written in English.

ARTICLE 22 - COMPUTING AND FREEDOM

In accordance with the Data Protection Act of January 6, 1978 as amended, XSTONE may be required to collect and process personal information concerning the purchaser during its contacts with the latter. This information is intended for XSTONE. The buyer has the right to access, modify, rectify and delete data concerning him by writing to the following email address: Info@xstone.team .

The terms of sale cancel and replace all previous terms of sale.