General Terms And Conditions of sale

1: PREAMBLE – DEFINITIONS

The terms used in these general conditions will have the meaning attributed to them below:

« GENERAL CONDITIONS« : refers to this agreement, its possible annexes and/or any document attached to it as well as any specific conditions signed by the parties.

« AEM« : refers to the company AEM SAS, a simplified joint-stock company, registered with the CAHORS Trade and Companies Register under number 32889826700021, with its head office located in the Les Vieilles Vignes business park, 101 Rue des Vieilles Vignes in Rignac (46500).

« CLIENT« : refers to the co-contractor of AEM whether « CLIENT » or « ORDER GIVER » « PARTIES »: refers to « AEM » and the « CLIENT » and the term

« PARTIES » refers to one of the two parties.

« CONTRACT« : refers to all the documents referred to in Article 4 below

« SPECIAL CONDITIONS« : refers to the obligations agreed between the parties that derogate from the GENERAL CONDITIONS

« SPECIFICATIONS« : refers to all the definition documents referred to in Article 3 below validated by the parties

« PRODUCTS« : product(s), tool(s) or equipment manufactured by AEM according to the specifications or the CLIENT’s plans

« RAW MATERIAL« : refers to the material(s) used to manufacture the product

2: SCOPE OF APPLICATION AND ENFORCEABILITY

These GENERAL CONDITIONS are systematically sent or provided to each CLIENT upon request to allow them to place an order or to anyone who has requested them, in accordance with the provisions of Article L441-1 of the Commercial Code.

The act of placing an order and/or accepting any offer from AEM implies the CLIENT’s full and unreserved adherence to these GENERAL CONDITIONS.

Unless otherwise stipulated by specific conditions signed by all parties, these GENERAL CONDITIONS apply to all contractual relations between AEM and the CLIENT.

In the event of derogation, waiver, or modification of one or more clauses of these GENERAL CONDITIONS, the other clauses, which are not expressly modified or repealed by specific conditions, remain applicable between the PARTIES and retain their full effect.

In any case, these GENERAL CONDITIONS exclude any application of the CLIENT’s general purchase conditions, and/or any contrary conditions that may appear on their purchase orders or other documents, except for the express written acceptance of AEM.

These GENERAL CONDITIONS are governed by the law of the business contract as they apply to the manufacture of a product based on a specification provided by the CLIENT.

3: RELATIONSHIP BETWEEN THE CONTRACTING PARTIES

3.1. COLLABORATION OF THE PARTIES

The creation of special or custom equipment, designed to meet the specific needs of the client, a professional competent in their specialty and the sole master of the purpose of the equipment to be produced, is a task that can only be completed through close collaboration between the parties.

The client has the obligation to provide AEM with all the information and details, complete, precise, and reliable, necessary for the manufacture of the products. The satisfaction of their needs will largely depend on the information provided by them. AEM cannot, therefore, be held responsible for any omission or error contained in the elements provided by the client.

3.2. SPECIFICATIONS

The CLIENT, in their capacity as a competent professional, is the sole master and responsible for the purpose of the object and/or product to be manufactured and/or produced. The latter has the obligation, under their sole responsibility, to establish and provide AEM, with each order, a complete, precise, adapted, and detailed specification (including detailed plans, nomenclature, material composition, treatments already carried out and/or to be carried out on the materials, the definition of technical specifications, possible presentation of samples, prototype parts provided for testing, manufacturing and control tools, etc.) all in such a way as to define the technical characteristics as precisely as possible for manufacturing according to the CLIENT’s request.

Once the nature of the service to be provided has been determined, it will not undergo any modification except by written agreement of the PARTIES.

Studies, quotes, and technical documents communicated, email exchanges, document scans, etc., provided before the formation of the contract, will be deemed to be an integral part of the specifications.

The specifications, if applicable accompanied by computer support, must define with precision, relevance, and reliability the needs of the CLIENT knowing that AEM cannot in any case be held responsible for any omission or error contained in this specification.

The CLIENT is therefore obliged to verify, or have verified by a design office of their choice and at their expense, the information and documents they transmit in this context to AEM and undertakes to provide sincere and accurate information and data for this purpose.

For its part, AEM undertakes to manufacture the ordered PRODUCT(S) based on and in accordance with the specifications transmitted by the CLIENT and according to the applicable rules of the art.

4: FORMATION OF THE CONTRACT

4.1. CONTENT AND FORMATION OF THE CONTRACT

Only the following have the quality of contractual documents:

The purchase order issued by the CLIENT.
The order receipt issued by AEM.
These GENERAL CONDITIONS in force,
The possible specific conditions to these GENERAL CONDITIONS.
The specifications expressly accepted by the PARTIES.
The delivery note accompanied, if applicable, by the certificate of conformity,
Possible derogations,
The acceptance report,
The invoice.

4.2. CONTENT OF THE SPECIFIC CONDITIONS

The specific conditions refer to all the particular obligations agreed between the PARTIES that derogate from the general conditions of sale.

The specific conditions may define, among other things, the names and functions of the contacts, the delivery and invoicing addresses, the incoterms and transport modalities, the contract revision modalities, and any other specific conditions derogating from one or more articles of these general conditions of sale.

The specific conditions are agreed jointly between THE PARTIES; they must be defined and accepted by the parties in writing, on the purchase order or any other medium that can be kept as evidence in case of dispute.

5: ORDERS – ACCEPTANCE OF ORDERS

5.1. ORDER FORMA

Any order must be placed in writing and, to be valid, must be subject to written acceptance by AEM in the form of an order receipt or a purchase order duly signed by both parties.

5.2. ORDER CANCELLATION

Once the order has been accepted by AEM, the CONTRACT cannot be canceled or modified for any reason, except with the express agreement of AEM.

If the order is in the process of being manufactured or completed, the agreed price will be fully due by the CLIENT, notwithstanding any request for modification or cancellation; If manufacturing has not begun, AEM will be entitled to claim compensation for all costs incurred upon presentation of supporting documents (purchase of raw materials, specific equipment, study costs, labor and supply expenses, tooling) and for all direct and indirect consequences that result. Any late payment will result in the addition of late interest at the legal rate.

In any case, any deposit paid will remain acquired by AEM.

5.3. ORDER MODIFICATION

For any order modification, a new purchase order will be issued and must be signed by the CLIENT and accepted by AEM. For requests made during production, for modification of parts and/or products, the additional manufacturing or modification cost will be invoiced to the CLIENT.

6: ACCEPTANCE OF PRODUCTS BY THE CLIENT

6.1. TECHNICAL ACCEPTANCE

The CLIENT, in their capacity as a professional and knowledgeable person, assumes full responsibility for the design of the PRODUCTS according to the result they seek and which they alone know with precision.

They therefore decide on the technical specifications that define, in all their aspects, the PRODUCTS to be manufactured and the services to be provided, as well as the nature and modalities of the controls and tests required for their acceptance.

The technical reception will take place in AEM’s premises or at the delivery location specified at the time of signing the purchase order.

A technical reception report will be issued and signed by the CLIENT, who will certify the conformity of the manufactured products according to the specifications as established by the CLIENT.

Once the reception report has been signed by the CLIENT, AEM’s responsibility can no longer be sought, except in the case where a hidden defect of the product is detected subsequently, in accordance with Article 1641 of the Civil Code.

These controls and tests are the responsibility of the CLIENT, who must appoint an approved organization or laboratory for this purpose. The cost of these controls will remain the responsibility of the CLIENT.

6.2. TECHNICAL TESTS

AEM undertakes to comply with the specifications and the rules of the art and practices related to the profession.

In the absence of specific specifications from the CLIENT, AEM performs a visual and dimensional control of the products at the time of delivery.

6.3. CLAIMS

Reception constitutes recognition of the absence of apparent defects.

Without prejudice to the measures to be taken with regard to the carrier, complaints about the non-conformity of the delivered product with the specifications and/or about non-apparent defects must be made in writing within eight (8) days of final reception.

In this case, it is the CLIENT’s responsibility to provide evidence, with supporting documents, of the reality of the defect(s) found.

The PRODUCTS can only be returned to AEM after their express and prior agreement and validation of the supporting documents relating to the defect(s). The existence of a reservation does not allow for the suspension of payment of the invoice relating to the delivered PRODUCT(S).

6.4. WARRANTY RETENTION

In the event that the PARTIES agree to implement a retention of guarantee to ensure the execution of the services and to satisfy, if necessary, the reservations made upon reception, this must imperatively comply with the provisions of Law No. 71-584 of July 16, 1971.

Reminder of Law No. 71-584 of July 16, 1971:

Modified by Ordinance No. 2019-964 of September 18, 2019 – art. 35 (VD)

ARTICLE 1

« The payments of deposits on the final value of private construction contracts referred to in Article 1779-3* of the Civil Code may be reduced by a retention of up to 5% of their amount and contractually guaranteeing the execution of the work, to satisfy, if necessary, the reservations made upon reception by the project owner. The project owner must deposit with a trustee, accepted by both parties or, failing that, designated by the president of the judicial court or the commercial court, a sum equal to the retention made. In the event that the sums subject to the guarantee retention exceed the deposit mentioned in the preceding paragraph, the project owner must supplement it up to the amount of the sums thus retained. However, the contractually stipulated guarantee retention is not practiced if the contractor provides, for an equal amount, a personal and joint guarantee issued by a financial institution listed in a decree. »

6.5. LIFTING OF RESERVATIONS

In the event that modifications, transformations, or repairs are necessary, they will be carried out after execution, followed by a new test, followed by a new report validating the reception until the complete lifting of any reservations.

Any intervention by the CLIENT on the delivered PRODUCT(S) nullifies any warranty action, unless this intervention is carried out with the express agreement of AEM.

7: DELIVERY, TRANSFER OF OWNERSHIP, RISKS

7.1. DELIVERY

Unless otherwise indicated, regardless of the destination of the product or the conditions of the CONTRACT, delivery is deemed to have been made at AEM’s premises mentioned on the order receipt, unless otherwise agreed by the parties.

The CLIENT is informed in writing of the delivery date. However, AEM is not bound by the delivery date obligation, and no compensation can be claimed in the event of a shortage of raw materials, strikes, or force majeure.

7.2. TRANSFER OF OWNERSHIP

The transfer of ownership of the products takes place at the time of delivery:

Under the express condition of perfect payment of the order and the fulfillment of the client’s obligations.
If the delivery takes place at the AEM site, after the client’s control and the signing of the receipt.
At the delivery locations if the transport is provided by AEM. If the delivery is made by an external carrier, the transfer of ownership takes place upon receipt, under the responsibility of the company ensuring transport in case of breakage, damage, or partial or total loss of the goods which are at the risk and peril of the client.

7.3. TRANSFER OF RISKS

Delivery and transfer of risks take place either by direct handover of the products to the CLIENT or by handover at the site to the carrier designated by the CLIENT.

Once the receipt has been signed by the client, AEM’s responsibility can no longer be sought, except for a hidden defect of the product in accordance with the provisions of Article 1641 of the Civil Code.

7.4. TRANSPORT

In the absence of collection of the equipment by the CLIENT, AEM may, at the CLIENT’s expense and risk, provide for the movement, storage, and insurance of the duly individualized equipment by any means in its premises or any other location, the CLIENT remaining fully responsible for all their obligations, AEM declining all responsibility in this regard.

All packaging, transport, handling, and delivery operations are the responsibility, risk, and peril of the CLIENT, who must, under their responsibility, verify the shipment upon arrival and, if necessary, take recourse against carriers, freight forwarders, agents, etc.

7.5. INSURANCE

The CLIENT must be insured with a reputable company to cover the risks of transport and storage of the duly individualized equipment in their premises or any other location.

The CLIENT remains fully responsible for all their insurance obligations, AEM declining all responsibility in this regard.

As of the transfer of risks, the CLIENT will personally ensure the insurance of the PRODUCT against all risks, particularly related to transport and storage, and until full payment to AEM. The CLIENT subrogates AEM in the event that damage, total or partial destruction of the product, and/or equipment delivered and not paid for is compensated by the CLIENT’s insurance company.

8: LIABILITY AND WARRANTIES

8.1. RESPONSABILITY OF AEM

AEM undertakes to strictly comply with the specifications as provided by the CLIENT.

However, AEM declines all responsibility for the consequences for the CLIENT of products with an apparent defect or an execution error of the order not reported within eight days of delivery or taking possession.

As of the transfer of risks, the CLIENT will personally ensure the insurance of the PRODUCT against all risks, particularly related to transport, and until full payment to AEM.

Unless otherwise stipulated, installations and assemblies are carried out by the CLIENT under their sole responsibility.

AEM disclaims all responsibility when specific servitudes or specificities, whatever their nature, are not reported by the CLIENT.

8.2. WARRANTY

The warranty runs from the date of delivery or taking possession, which constitutes the moment of transfer of risks.

Any modifications, non-compliant uses, transformations of the products that have been carried out at the sole initiative of the CLIENT, without the prior written authorizations of AEM, make the warranties inoperative.

8.2.1. LEGAL WARRANTY

Unless otherwise stipulated, the duration of the warranty is set at two (2) years from the date of transfer of risks, subject to claims being made in accordance with the provisions of Article 6.3 above.

Interventions on the products by AEM under the warranty will not have the effect of extending its duration.

AEM’s warranty covers exclusively defects and/or hidden defects resulting from poor quality of the raw material or manufacturing defects, and more generally from any malfunctions resulting from non-compliance with the specifications of the specification communicated by the CLIENT.

In this regard, AEM undertakes to ensure the replacement or repair of the PRODUCT or the element recognized as defective.

To this end, AEM reserves the right to have any defective product examined by an independent expert to determine the causes and remedies to be applied to the parts deemed unsuitable for their intended use. The replacement parts or those remade are warranted under the same conditions as the original PRODUCTS.

The warranty does not apply in the event of defects or faults resulting either from materials supplied by the CLIENT or from a design imposed by them, or from a modification made without the written consent of AEM, or when the CLIENT has replaced parts with those from another source.

The warranty is excluded for replacements and repairs resulting from normal wear and tear of the PRODUCTS, deterioration or accidents resulting from negligence, lack of supervision or maintenance, defective use, poor installation, modification made without prior written agreement from AEM.

The warranty does not apply to repairs of deterioration or accidents occurring during transport or the occurrence of an incident due to fortuitous events or force majeure, or attributable to natural causes.

AEM’s warranty cannot be held responsible for damage to equipment and materials composed of PRODUCTS as long as AEM has complied with the specifications of the specifications provided by the CLIENT.

9: DELIVERY DEADLINE

Unless expressly agreed otherwise, the delivery deadlines or execution dates indicated on quotes, offers, order receipts are deemed to be indicative. They are postponed for any cause that has placed AEM in the impossibility of fulfilling its obligations, particularly in the event of force majeure as defined in Article 7.1.

No compensation can be claimed in the event of a delivery delay due to a shortage of raw materials, strike, or force majeure.

The delivery deadlines run from the latest of the following dates:

Date of final acceptance of the CLIENT’s order,
Date of payment of any deposit that may have been agreed,
Date of receipt of all materials, equipment, tooling, specifications due by the CLIENT for the proper execution of the CONTRACT.
The date of execution of the contractual or legal preliminary obligations. In the event of a request for postponement by the CLIENT, the following conditions are required for the delivery of a firm order beyond the planned delivery date:
If the order is completed, no postponement can be accepted:
If the order is in the process of being manufactured, a postponement can be accepted without, however, being able to exceed one month from the initially planned delivery date:
In all other cases, the CLIENT must request AEM by registered letter with acknowledgment of receipt. In the event of a disagreement, AEM reserves the right to proceed with the cancellation of the order. Subject to a court decision, the sums already paid could be retained as damages.
If the client requests additional work, the delivery deadlines will be extended as of right, the CLIENT undertakes in this case to provide all technical information necessary for the execution of the additional order. Delays in delivery by AEM cannot in any case justify the execution of the CONTRACT, nor give rise to any penalty or compensation, except express stipulation. Penalties for delay are exceptional and are the subject of prior agreements described in the specific conditions. In the event that penalties and compensation have been agreed by mutual agreement, they have the value of a flat-rate, discharging indemnity and are exclusive of all other sanctions or compensation.

AEM therefore accepts no direct debit, which would then be assimilated to a payment incident allowing AEM to suspend any delivery in progress or to refuse any new order.

In any case, delivery within the deadlines can only take place if the CLIENT is up to date with their obligations towards AEM for any reason. Delivery is understood to mean PRODUCTS available in AEM’s workshops, packaging invoiced and not taken back, unless otherwise agreed.

The risks are transferred to the CLIENT upon delivery without prejudice to AEM’s right to invoke the benefit of the retention of title clause stipulated in Article 13 below or to exercise its right of retention.

Delivery is made by the direct handover of the PRODUCT, either to the CLIENT or to their designated carrier, failing which to the one chosen by AEM.

In the event of impossibility or absence of instructions on the destination, it is considered to be made by a simple notice of availability, the PRODUCTS then being invoiced and stored at the CLIENT’s expense, risk, and peril.

It is the CLIENT’s responsibility to verify upon arrival: the condition, quantity, conformity of the PRODUCTS with the shipping manifest and to immediately inform AEM of any possible disputes.

10: INVOICING, PRICING, PAYMENT TERMS

10.1. INVOICING

In accordance with the law, AEM will issue electronic invoices starting from September 1, 2026, for large companies and intermediate-sized enterprises (ETI); September 1, 2027, for small and medium-sized enterprises (SMEs).

Pending the implementation of these provisions, delivery will be made by mail, email, or hand delivery.

10.2. PRICING

Prices are set in euros, excluding taxes, VAT, customs duties, « ex-works » packaging included, unless specific provisions are provided on the purchase order, quote, and/or contract.

The prices correspond exclusively to the services specified on the purchase order, quote, and/or contract, subject to express acceptance by AEM, excluding all ancillary costs such as: carriage, delivery costs, special controls, certificates of conformity, specific insurance, all duties and taxes, etc….

Under no circumstances does the performance of the services correspond to a fixed-price contract.

In the absence of a specific stipulation, offers and quotes remain valid for one month.

Beyond this period, the price stipulated in the quote may be revised according to the new economic conditions. Unless otherwise agreed, payments are made by check, bank transfers, or LCR.

10.3. ADVANCE PAYMENTS

Deposits are paid in cash and will be invoiced according to the applicable legal and tax provisions. Deposits must be paid imperatively upon signing the purchase order or contract or quote. Otherwise, the order will not be validated or accepted by AEM;

10.4. PAYMENT TERMS

All payments are made upon receipt of the invoice in cash, unless specific terms are defined on the purchase order or contract or quote.

Payment by check or bank transfer is accepted. The issuance of a bill of exchange must be accepted by the CLIENT within 7 days of its sending. Similarly, any bill of exchange issued by the CLIENT must be delivered to AEM upon receipt of invoices unless otherwise stipulated.

In all other cases, the invoice will indicate the date on which payment must be made.

The CLIENT cannot defer the contractual payment deadline if the receipt or shipment of the PRODUCTS made available to them in the factory is delayed or cannot be carried out for any reason independent of AEM’s will.

In the event that it is agreed to grant payment deadlines within the agreed framework of the contract: the deadline agreed between the PARTIES cannot exceed 45 days end of month or 60 days from the date of issuance of the invoice (Art. L441-10 of the C. Commerce) knowing that the following are subject to a fine:

The act of subjecting a partner to payment terms that do not comply with the legal ceiling set at 60 days end of month from the date of issuance of the invoice.

Requesting the supplier, without objective reason, to defer the date of issuance of the invoice.

The contractually agreed payment dates cannot be unilaterally challenged by the CLIENT for any reason whatsoever, including in the event of a dispute or late control of the PRODUCTS.

Advance payments are made without discount unless otherwise agreed.

11: LATE PAYMENT AND PENALTIES

11.1. LATE PAYMENT – PENALTIES

Any delay in payment outside the agreed dates results in:

For deferred payment sales: A single unpaid installment will automatically result in the termination of the term and the immediate payability of the sums and/or invoices not yet paid The right for AEM to suspend, cancel, or refuse any order from the defaulting CLIENT, without delay or compensation, The obligation for the CLIENT to pay AEM, in addition to the principal:

To pay a flat-rate indemnity of 50 € for collection costs, which may be increased upon presentation of supporting documents (Article D 441-5 of the Commercial Code).
Late interest calculated by applying, from the unpaid due date, on the total sums due and payable, calculated at the rate applicable by the European Central Bank (ECB) for its most recent refinancing operations, increased by 10 points (UNPAID x RATE x (NUMBER OF DAYS OF DELAY/365). (Art. L441-10 II C. Com).
Any judicial and/or extrajudicial costs possibly incurred.
All without prejudice to any compensation of any nature that could be charged to the CLIENT, nor to the enforcement of the retention of title clause. For any claim by the CLIENT relating to invoices issued by AEM, the latter must make a claim within two months of the date of issuance of the invoice in question. Beyond this period, any claim will be declared inadmissible against AEM.

11.2. TERMINATION OF THE CONTRACT

In the event of the CLIENT’s failure to pay the total price by the due date, AEM will send them a formal notice by registered letter with acknowledgment of receipt.

In the event of non-execution by the CLIENT of their payment obligation within eight (8) days of the sending of the formal notice, the CONTRACT will be terminated as of right, AEM may then, in particular, request the return of the PRODUCTS in accordance with the retention of title clause.

In this case, this return will be made at the expense and risk of the defaulting CLIENT.

If termination is acquired, AEM may also claim, as a penalty clause and without additional formal notice, compensation equal to 15% of the amount of the order, without prejudice to all other damages and interest. Default of payment also results in the cessation of any warranty on the delivered PRODUCTS.

12: CHANGE IN CLIENT’S SITUATION

All contracts are concluded intuitu personae, no subrogation can take place without the express written authorization of AEM:

In the event of deterioration of the CLIENT’s financial situation, ascertained by financial information and attested by a payment delay, or when the financial situation differs significantly from the data provided, delivery will only take place against immediate payment of the supply or the provision of guarantee(s) deemed sufficient by AEM.

In the event of the sale, assignment, pledge, or contribution to the company of its business or a significant part of its assets or equipment by the CLIENT, as well as in the event of non-compliance with payment deadlines or in the event that the bill is not returned with acceptance within the prescribed period, AEM reserves the right and without formal notice:

To pronounce the termination of the term and consequently the payability of all sums due,

To suspend any delivery or service,
To note, on the one hand, the termination of all current contracts and to practice, on the other hand, the retention of the deposits received, the PRODUCTS, the tooling, and parts entrusted by the client to AEM, until the possible fixing of the compensation. The CLIENT undertakes to inform AEM without delay of their situation of cessation of payments, early dissolution, cessation of activity, or opening of a safeguard, reorganization, or judicial liquidation procedure.

13: WARRANTY ON EQUIPMENT – RETENTION OF TITLE CLAUSE

All sold products will be made identifiable by references or numbers.

The PRODUCT(S) remain the property of AEM until full payment of the invoices in accordance with Articles 2367 to 2372 of the Civil Code, payment will only be considered made upon the effective and complete collection of the invoices issued by AEM.

Notwithstanding this retention of title clause, all risks related to the PRODUCTS supplied are the responsibility of the CLIENT as determined in Articles 7 and following of these general conditions of sale.

If the PRODUCTS subject to the retention of title have been resold by the CLIENT, AEM’s claim will automatically be transferred to the claim for the price of the PRODUCTS thus sold by the CLIENT.

The CLIENT hereby assigns to AEM all claims that may arise from the resale of the unpaid PRODUCTS under retention of title.

In the event of a safeguard, reorganization, or judicial liquidation procedure of the CLIENT, the products may be claimed, in accordance with the applicable legal and/or regulatory provisions.

In the event of partial or total non-payment, the PRODUCTS in stock with the client or any other location will be deemed to correspond to the unpaid claims.

In accordance with Articles L624-9 and L624-16 of the Commercial Code, notwithstanding any contrary clause, this retention of title clause is enforceable against the CLIENT.

For reference, Article L 624-9 of the Commercial Code: The claim for movable property can only be exercised within the three-month period following the publication of the judgment opening the procedure.

AEM is hereby authorized by the CLIENT, who accepts, to have an inventory drawn up and/or to place under sequestration the unpaid PRODUCTS held by them. All previously paid deposits will remain acquired, in their entirety, by AEM as a penalty clause.

The CLIENT will therefore be held solely responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even if it is a fortuitous event or force majeure.

The CLIENT must therefore insure the PRODUCTS under retention of title, stipulated in the insurance policy that any compensation will be paid directly to AEM and provide, upon first request, any justification of the insurance thus taken out.

The CLIENT undertakes to inform any third party, particularly in the event of seizure, that the PRODUCTS under the retention of title clause belong to AEM and to immediately inform AEM of any seizure or similar operation.

14: INTELLECTUAL PROPERTY & CONFIDENTIALITY

14.1. INTELLECTUAL PROPERTY

These present do not confer on the CLIENT any right of ownership of any nature whatsoever, direct or indirect, over the know-how, denominations and trade names, trademarks, logos, and other intellectual property rights related to AEM and/or its products and/or services.

All plans, descriptive quotes, technical documents, projects, and others provided to the client by AEM are communicated to them as part of a loan for use. They may not, without authorization, be copied, reproduced, communicated to third parties, under any title or modality whatsoever.

Studies, tooling, pictures, molds remain the property of AEM in all cases, regardless of the client’s participation in the realization costs: however, when they serve to manufacture a product whose model is the exclusive property of the client, the latter has exclusive use of it in AEM’s workshops but cannot, without prior express agreement, require its transfer outside.

Any transfer of intellectual property or know-how must be the subject of a written contract.

The CLIENT undertakes not to communicate to any unauthorized natural or legal person, directly or indirectly, all or part of the commercial, technical, financial, administrative, nominal, etc., information that has been communicated to them by AEM or of which they have become aware during the execution of the CONTRACT and/or its negotiations and/or test phases.

Any disclosure damaging AEM’s interests would engage the CLIENT’s responsibility, who undertakes to ensure respect for the confidentiality commitment specified in Article 16 below by their agents, representatives, or subcontractors during the term of the authorities.

14.2. CONFIDENTIALITY

The PARTIES mutually undertake to a general obligation of confidentiality concerning any confidential information, oral or written, whatever it may be and whatever its medium (reports, plans, data exchanges, activities, installations, projects, know-how, products, etc.) exchanged within the framework of the preparation and execution of the CONTRACT with the exception of information already in the public domain or becoming so other than through the fault of one or the other of the PARTIES.

Confidential information must be:

Either recorded in writing as being confidential, with an appropriate legend or stamp, or any other means clearly demonstrating the confidential nature of the information, before its transmission, by the Disclosing Party.

Or revealed or transmitted in any other way but confirmed as being confidential by the Disclosing Party to the Receiving Party by a written document, accompanied by a short description, within thirty (30) days following the revelation or transmission. The PARTIES undertake to take all necessary measures to ensure compliance with this confidentiality obligation, throughout the duration of the CONTRACT and even after its expiration, and undertake to ensure compliance with this obligation by all their employees and agents, permanent or temporary.

The CLIENT guarantees that at the time of placing the order, the content of the plans and specifications and their implementation conditions do not use the intellectual property rights or know-how held by a third party, nor do they contravene a legal or contractual obligation.

The CLIENT guarantees AEM against all direct or indirect consequences of any liability action resulting in particular from an infringement or unfair competition action.

15: DISPUTES – LITIGATION RESOLUTION

15.1. PARTIAL INVALIDITY

The nullity, ineffectiveness, or unenforceability of one or more provision(s) or clause(s) of these GENERAL CONDITIONS, whatever the jurisdiction or authority having decided it, will not affect the validity, legality, and application of all other clauses and provisions.

The PARTIES will endeavor in good faith to find one or more clause(s) or provision(s) that are economically equivalent to substitute for the clause(s) declared null, deemed not written, or invalid.

The fact that AEM does not avail itself, at any time, of any of the provisions of the GENERAL CONDITIONS will not be interpreted as constituting a waiver or abandonment for AEM of any of its rights, nor will it affect the validity of all or part of the GENERAL CONDITIONS nor constitute an obstacle to a subsequent action by AEM.

Any amendment or addition to the GENERAL CONDITIONS will only come into force after having been signed by the duly authorized representative of each of the PARTIES.

15.2. APPLICABLE LAW – JURISDICTION

This CONTRACT is subject to French law. In the event of translation into another language, only the French version will prevail.

In the absence of an amicable solution, any dispute regarding the application, interpretation, or execution of this CONTRACT will be under the jurisdiction of the Commercial Court of CAHORS.

16: PERSONAL DATA PROTECTION

The company AEM SAS, a simplified joint-stock company, registered with the Cahors Trade and Companies Register under number 328898267, with its head office located in the Les Vieilles Vignes business park, 101 Rue des Vieilles Vignes in Rignac (46550) is the data controller for the personal data collected within the framework of this CONTRACT. For any questions relating to the processing of personal data, it is possible to contact them:

By mail to the postal address: AEM, ZA les Vieilles Vignes, 101 Rue des Vieilles Vignes, 46500 RIGNAC, France
By email to the address: contact@aem-elec.com

AEM processes personal data (as defined by the European Regulation of April 27, 2016) in compliance with the French Data Protection Act No. 78-18 of January 6, 1978, as amended, as well as with the EU Regulation No. 2016/679 of April 27, 2016.

AEM collects the personal data of its clients for the purpose of providing and improving its Services. The personal data collected concerns identity (name, first name, title, position), contact details (professional email address, telephone number). The collection of personal data is carried out for the purpose of:

Responding to clients’ questions and needs (the legal basis being the execution of the contract); Proposing personalized offers according to the needs of clients (the legal basis being consent);

Managing and improving its services (the legal basis being the pursuit of the legitimate commercial interests of the service provider);
Managing the payment of its services (the legal basis being the execution of the contract);
Handling any disputes (the legal basis being compliance with legal obligations).

The personal data collected may be transmitted to carriers for the sole purpose of ensuring the transport of the PRODUCTS. These recipients have access to the personal data necessary for the execution of their services and are not authorized to use them for other purposes. They are in any case required to process personal data in compliance with this article and the applicable regulations.

AEM may also be required to communicate personal data to third parties when such communication is imposed on it by a regulatory or legislative provision, a court decision, or when such communication is necessary to ensure the defense of its own rights. Personal data is kept throughout the CONTRACT as well as for a period of 10 years from the end of the contract in order to meet the needs of any dispute.

AEM applies technical and organizational security measures to ensure the security of the storage and processing of personal data. Individuals concerned by this personal data have, at any time, the right of access, modification, rectification, copying, and deletion of their personal data. They also have the right to object to the receipt by email of unsolicited commercial prospecting documents.

To exercise these rights, please contact AEM by sending them an email to the above-mentioned address. A right of complaint is also open by contacting: the Commission Nationale de l’Informatique et des Libertés (CNIL) – Complaints Department – 3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07.