These Conditions shall apply to all deliveries of Products or Services from Supplier to Buyer and take precedence over any other terms and conditions exchanged between Buyer and Supplier. No term or condition other than these Conditions shall be binding upon Supplier and Buyer unless explicitly agreed to in writing by the Supplier. Receipt by the Buyer of any Products delivered by the Supplier, receipt by the Buyer of any Services performed by the Supplier, or payment by the Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Conditions.

1 Definitions
For the purposes of these Terms and Conditions of Sale and Supply (Conditions):
“Buyer” means the person or company which places a purchase order of Products and/or Services as identified in any such order or Proposal as the case may be.
“Contract” means the agreement between the Supplier and the Buyer arising as a result of the Buyer’s submission of an order for the Supplier's Products and/or Services and Supplier’s written acceptance as constituted by a Proposal.
“Products” means goods supplied under any Contract including, if applicable, any software.
“Proposal” means a proposal document signed by the Supplier and the Buyer describing Services to be provided to or for the Buyer, subject to these Conditions.
“Services” means any services, which the Supplier has agreed to provide to or for the Buyer under any Contract, as more fully described in the relevant Proposal.
“Supplier” means AgriProTech SAS or any of its affiliates as named in any quotation or Proposal.

2 Quotations and orders
Prices, payment terms, specifications and dates for delivery referenced in the Supplier's quotations are for information purposes only and shall not be binding on the Supplier until all technical requirements have been agreed and the Supplier has accepted the Buyer's order. Quotations terminate if not accepted by the Buyer within thirty (30) days from date of quotation unless otherwise noted in the proposal.
By submitting an order to the Supplier, the Buyer agrees to be subject to these Conditions in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping dates. No order, whether or not submitted in response to a quotation by the Supplier, shall be binding upon the Supplier until accepted in writing by the Supplier.

3 Rescheduling and Cancellation
Orders accepted by the Supplier may be cancelled or rescheduled by the Buyer only with the written consent of the Supplier and upon payment of the Supplier's cancellation or rescheduling charges.

4 Products and software
The Supplier may modify specifications provided that the modifications do not adversely affect the performance of the Products to be supplied under the Contract. In addition, the Supplier may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority, or non-availability of materials from suppliers. All descriptions, illustrations and any other information relating to the Products contained in the Supplier’s catalogues, brochures, price lists, advertising material and any sales or other particulars or literature are made by way of general description, are approximate only and for the general guidance and information of the Buyer. They shall not constitute warranties or representations by the Supplier nor shall they form part of any Contract.
The Supplier shall at all times have and retain title and full ownership of all software, firmware programming routines, and documentation thereof supplied by the Supplier for use with the equipment, and of all copies thereof made by the Buyer (collectively Software). The Supplier grants the Buyer a non-exclusive and non-transferable license to use such software solely for use with the equipment.
5 Intellectual Property Rights
The supplier retains all intellectual property rights to its projects, studies, prototypes, models and documents of any kind, which may not be communicated, reproduced or executed without its written authorization. In the event of written communication, they must be returned to him on first request. The technology and know-how, whether patented or not, incorporated in the products and services, as well as all industrial and intellectual property rights relating to the products and services, remain the exclusive property of the supplier. The client is granted only a non-exclusive right to use the products.

6 Risk
The Products are transported at the Buyer's risk. Any claims for loss, damage or misdelivery shall be filed with the carrier (if any) and notified to the Supplier within two (2) opening days.

7 Liability
The Buyer shall notify the Supplier in writing of any claimed defect in the Product immediately upon discovery and any such Product shall be returned at the Buyer's risk to the Supplier, transportation charges prepaid, no later than thirty (30) days from date of delivery.
The Supplier declines all responsibility in the event of inappropriate use or use that does not comply with the recommendations for use. Only the defective design or manufacture of the Products or materials duly noted by the Supplier may lead to its possible liability.

8 Force Majeure
The Supplier shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any event beyond the reasonably control of the Supplier, including but not limited to, war, terrorism, sabotage, insurrection, riot, pandemic or other act of civil disobedience, act of a public enemy, failure or delay in transportation, embargo in deliveries by Supplier’s subcontractors, refusal or delay in granting of export license, act of any government or any agency or subdivision thereof, judicial action, labour dispute, accident, fire, explosion, floods, storm, shortage of labour, fuel or other energy supply, raw material or machinery, or technical failure. If any such events occur, the Supplier may allocate production and deliveries among the Supplier’s customers at its sole discretion, and the Buyer is not entitled to any kind of damages or to make a claim whatsoever in case of cancellation or delayed delivery due to such events.

9 Shipment and Delivery
The Supplier shall deliver the Products Ex-Works (EXW INCOTERMS 2020 – ICC) unless otherwise noted in the Proposal.
The Supplier shall not be liable for any delay in delivery of Products howsoever caused and reserves the right to make cadenced delivery and to tender a separate invoice in respect of each cadenced delivery.
10 Prices, Taxes and VAT
The prices for Products shall be the price quoted by the Supplier to the Buyer, and the fee for Services shall be the fee agreed in the Proposal or, in either case, as otherwise agreed between the parties in writing. Prices do not include taxes, transport charges, insurance, exports and/or import charges and VAT, including duties and levies, which taxes and other charges may, in the Supplier’s discretion, be added by the Supplier to the sales price or billed separately. Any such taxes and other charges shall be paid by the Buyer.

11 Terms of Payment
Each shipment shall be a separate transaction and the Buyer will be invoiced when the goods leave Supplier’s premises. Unless otherwise stated in the Supplier’s invoice, terms of payment shall be in advance by wire transfer in EUROS.
All amounts due under a Contract shall be paid in full by the Buyer without deduction, withholding, set-off or counterclaim for any reason whatsoever.

12 Passing of Property
The Supplier reserves the right of ownership (in French: "Réserve de propriété") to any delivery until the purchase price has been paid in full.

13 Warranty
The Supplier warranty is limited to one (1) year for all purchases. The invoice serves as proof of purchase and must be retained by the Buyer. The return costs are to be paid by the Buyer.
This warranty covers: spare parts and supplies needed to repair defective products for one year, all defects in mechanical and electronic materials and components (defect in the AviTrac® electronic box); excluding all wear parts (rechargeable batteries…).
Defective products which comply with the above criteria will be repaired or replaced subject to prior acceptance by customer service.
The elements covered by the Supplier warranty are described in the document “AgriProTech after-sales procedure”.
The warranty does not cover the efficiency of the device. It is important to note that no scaring method can guarantee 100% efficiency because many factors are at stake (pressure of birds for food, compliance with operating instructions, etc.)

14 Confidential Information
Each party undertakes to keep confidential, not use for its own purposes and not without the prior written consent of the other party disclose to any third party, any information of a confidential nature belonging or relating to the other party which may become known to it unless such information is or becomes public knowledge (other than by breach of this Section) or is required to be disclosed by order of a competent authority.

15 Applicable Law and Actions to Recover Damages
The Contract shall be governed by and construed in accordance with French law. All disputes arising in connection with the Contract that cannot be solved amicably shall be submitted to the jurisdiction of the French Courts.