General Terms and Conditions of Sale

1. Orders

1.1 Validity of Offers

The commercial proposals (hereinafter referred to as “Offers”) are valid for a period of 30 days from the date of communication. An order will only be considered final after written acceptance by LEROY.

1.2 Modification of Orders

Any modification of an order (such as characteristics, deadlines, costs) requires prior approval from LEROY and will result in an amendment or additional order specifying any implications.

1.3 Client’s Responsibilities

The Client is responsible for all administrative procedures necessary (importation, exchange controls, etc.) for the acquisition of the Products. These formalities must be completed on time to ensure delivery.

2. Tools

Unless otherwise specified, the tools developed by LEROY or its subcontractors (equipment, machines, molds, prototypes) remain their exclusive property.

Any financial contribution from the Client does not transfer any ownership rights.
The tools remain marked with the name of LEROY and cannot be used by third parties without written permission.

3. Duty to Cooperate and Obligation to Provide Information

The Client agrees to provide LEROY with all necessary documents and information to enable a full evaluation of its needs, as well as to ensure the proper development and delivery of the Products and the execution of Services. The Client shall designate a single, competent, experienced, and authorized representative capable of:

• Clearly expressing its needs so that LEROY can address them.

• Resolving any ambiguities in the information provided.

• Allocating sufficient and competent resources to meet LEROY’s requirements.

• Validating and approving all necessary steps in a timely manner, in accordance with deadlines.

The Client acknowledges that, as a professional with the necessary skills and resources, it assumes full responsibility for its choices regarding the Products and/or Services, based on its specific capabilities and needs.

4. Delivery – Deadlines

4.1 Delivery Deadlines

Execution deadlines are defined from the receipt of the advance payment mentioned in Article 5 and are indicative. LEROY will make every effort to meet these deadlines, but any delay will not lead to cancellation of the order, withholding of payment, or a request for compensation in any form.

4.2 Claims

Claims regarding apparent defects or non-conformity of the Products must be made in writing within 10 calendar days from the delivery date. After this period, and in the absence of a claim, the Products will be deemed unconditionally accepted.

4.3 Transfer of Risks

Unless otherwise specified in the written acceptance of the order, the risks related to the Products (loss, destruction, etc.) are transferred to the Client upon departure from the factory or, for international sales, according to the FCA Labège Incoterm (Incoterm 2020 by the ICC). This applies even if LEROY ships on behalf of the Client.

4.4 Client’s Failure to Take Delivery

If the Client does not take delivery of the Products at the agreed date and location, LEROY may invoice the Products based on the original delivery date and charge all related storage fees until actual delivery occurs.

4.5 Export Restrictions

In the event of legal, administrative, or contractual restrictions on the export of Products, delivery will be conditioned upon the receipt of:

• An end-use declaration issued by the Client.

• The necessary export license.

5. Financial Conditions

5.1 Pricing and Payment

The prices of Products and Services are expressed in euros, excluding taxes and other applicable duties. VAT will be added at the time of invoicing.

An advance of 30% of the total price is due upon order placement, with the balance invoiced upon delivery of the Products.
Services are invoiced monthly, in arrears, unless otherwise agreed.
Invoices are payable within 45 days from the invoice date, by bank transfer, without discount, even in the event of a claim or dispute regarding the execution of the order.

5.2 Travel Expenses

Travel and accommodation expenses outside the Toulouse region are billed in addition.

5.3 Requirements for Export Clients
For certain export clients, LEROY may require full payment before delivery or the establishment of a letter of credit, or an irrevocable bank guarantee confirmed by a bank approved by LEROY.

5.4 Late Payment Penalties
In case of late payment, late penalties will automatically apply, without prior notice, at a rate equal to the ECB refinancing rate plus 10 percentage points. A flat fee of €40 will also be charged per unpaid invoice, without prejudice to any legal actions LEROY may take against the Client.

5.5 Price Revision
Products and Services are provided at the prevailing rates at the time of the order or offer. LEROY reserves the right to revise its prices at any time. Price revisions will take effect immediately upon communication.

6. Retention of Title
Products remain the exclusive property of LEROY until full payment of all sums due by the Client, including principal, accessories, and interest. Until payment is made in full, the Client must take all necessary measures to:

(i) Ensure that the delivered Products are stored in good conditions and clearly identified as the property of LEROY, to avoid confusion with other products from other suppliers.
(ii) Protect LEROY’s rights to these Products.
(iii) Immediately inform LEROY of any third-party claims regarding the Products.

The Client may not transfer, resell, pledge, or grant any rights of any kind on the Products to third parties. In case of partial or total late payment, and without prejudice to any other rights, LEROY reserves the right to repossess the Products. The Client agrees to return the Products to LEROY, in suitable packaging, at its own cost and risk, upon simple request from LEROY.

7. Warranties
7.1 Studies, Demonstrators, and Prototypes
The studies, demonstrators, and prototypes provided by LEROY are delivered as-is, without any warranty. These items may not be commercially exploited and are used by the Client solely for evaluation purposes, at the Client’s sole risk.
The shipping costs and risks associated with the transport of Products are borne by the sender.

7.2 Warranty Conditions
Warranty coverage is excluded in the case of:

(i) Non-compliance with the prescribed use of the Products.
(ii) Interventions carried out by the Client or a third party on the Products.
(iii) Association or integration of the Products with other equipment or software not provided or approved by LEROY.
(iv) Normal wear and tear of the Products.
(v) Negligence, lack of maintenance, shock, fall, or accident.
(vi) A defect attributable to the Client or a third party.
(vii) Force majeure.

Similarly, the warranty does not apply to visible defects of the Products, which must be raised by the Client in the conditions specified in Article 4 of these T&Cs.

7.3 Services
LEROY commits to providing Services diligently, with qualified and experienced personnel. LEROY guarantees that Services will be executed in accordance with industry standards.

Unless required by law, all warranties other than those mentioned above are expressly excluded. Implicit warranties of merchantability, fitness for a particular purpose, or achieving a specific goal are excluded, as well as any legal warranties, whether express or implied, arising from law, professional practices, or otherwise.

8. Confidentiality – Advertising
The Offers, contracts, documents, information or data, regardless of their format, as well as samples, studies, and prototypes (the “Information”) exchanged between the Parties are considered confidential. These Information cannot be disclosed to third parties and must only be used for establishing and/or evaluating the Offer and, if applicable, for the performance of services.
Each Party agrees to maintain the confidentiality of this Information and not disclose it to third parties (except to its affiliates, advisors, financial experts, or subcontractors who need access), and to take protective measures equivalent to those it applies to its own confidential information.
Information will not be considered confidential if:

(i) It was independently obtained by the receiving Party, without access to the Information.
(ii) It was already known to the receiving Party prior to its communication.
(iii) It was communicated to the receiving Party without an obligation of confidentiality by the issuing Party.
(iv) It is or becomes publicly available without fault of the receiving Party.
(v) It was provided to the receiving Party without an obligation of confidentiality by a third party lawfully in possession of the information.
Confidentiality obligations will continue for a period of five (5) years after the Offer is issued or after the order expires. With the Client’s written consent, LEROY may mention the project as a commercial reference without disclosing any of the Client’s Confidential Information.