General Terms and Conditions of Sale

1. Scope of Application

These general terms and conditions of sale (hereinafter "Terms and Conditions") apply to all sales of products, services and prestations carried out by SCHMALZ SAS (hereinafter "the Company") in mainland France. Sales outside mainland France are subject to particular conditions.

These general terms and conditions of sale apply exclusively to sales made by the Company to buyers acting in the context of their professional activity. They do not apply to consumers or non-professionals within the meaning of the Consumer Code (hereinafter the "Client").

They govern all commercial relationships between the Company and its Clients, regardless of their legal status or activity, provided that the order is placed in the context of professional, associative, institutional or educational activity.

These Terms and Conditions apply to all orders placed with the Company, regardless of the order channel used, and in particular to orders placed on its website www.schmalz.com/fr.

Any order implies on the part of the Client the acceptance of these General Conditions which apply from their communication until a new version is communicated.

Any general purchasing terms or any other document emanating from the Client, incompatible with these Terms and Conditions, is unenforceable against the Company except with the prior, express and written acceptance of the Company.

These Terms and Conditions prevail over any other contractual document of the Client.

The Company reserves the right to modify these Terms and Conditions at any time. The applicable version is that in force on the date of the order.

2. Formation of Contract

2.1 Conditions Applicable to All Order Channels

The sales contract is only formed upon the Company sending a written order confirmation (or upon shipment of the products); the simple acceptance by the Client of an offer, quotation or commercial proposal is not sufficient to bind the Company.

Offers, quotations and commercial proposals from the Company are provided on an indicative basis and do not constitute a firm commitment of the Company, unless expressly stated otherwise.

The descriptions, technical specifications, illustrations, drawings, dimensions, weights or other information contained in the Company's catalogues, commercial documentation or offers are provided on an indicative basis. They do not constitute a contractual guarantee of the product characteristics except with express written agreement from the Company. Industry standard tolerances concerning in particular dimensions, weight, performance or technical characteristics are accepted.

The Company retains all intellectual property rights and ownership of the documents provided in connection with offers, in particular quotations, plans, drawings, studies, samples, models or prototypes. These documents cannot be communicated to third parties without the prior written authorization of the Company and must be returned upon first request when they are no longer necessary in the context of commercial relationships.

Orders may be transmitted by any means, in particular by mail, e-mail, electronic platform, EDI system or any other electronic transmission system used by the client.

Order confirmations issued electronically or generated by automated systems are deemed valid and binding on the client even in the absence of a signature.

The Company's silence following an order, offer or any other statement by the client cannot be interpreted as acceptance.

In the event of manifest error in an order confirmation, in particular a material, typographical, calculation or product reference error, the Company reserves the right to correct this error. The client will be informed thereof as soon as possible.

If the client's financial situation deteriorates significantly or if collective proceedings are initiated against it, the Company reserves the right to suspend the performance of the contract or to terminate it.

2.2 Specific Conditions for Orders Placed Online With or Without the Use of the Configurator

1. Access to the Site and Professional Client Account

Online orders are reserved for Clients acting in the context of their professional, associative, institutional or educational activity and having a Client account that has been properly created and validated by the Company. When creating an account, the Client undertakes to provide accurate, complete and up-to-date information, and to inform the Company without delay of any changes to this information.

The Client is solely responsible for the confidentiality of their login credentials and for any order placed using those credentials. Any connection or order made using the Client's credentials is presumed to originate from the Client.

2. Online Order Process

The Client selects the products they wish to order by adding them to their virtual shopping cart. It is their responsibility to verify the nature, characteristics, references and quantities of the products chosen.

Before the final validation of the order, an order summary allows the Client to verify the details of their order, its total price, any ancillary fees and to correct any errors.

The order is only definitively recorded after validation of the shopping cart by the Client, materialized by a confirmation click and, where applicable, by payment in accordance with the conditions set out in the "Prices and Payment Terms" article.

Any online order validation implies the full and unreserved acceptance of these Terms and Conditions by the Client, to the exclusion of any other document emanating from the Client, in particular its possible general purchasing terms.

3. Role of the Online Configurator

When the Client configures or selects products or components using configuration tools, catalogues or technical documentation available on the Company's website, these tools are provided solely as technical assistance and decision-making support.

The Client remains solely responsible for the choice of products, their configuration and their suitability for the intended use, the technical constraints of their installations and the standards and regulations applicable to their activity. Except with specific written agreement providing for technical study or consulting services, the Company is only bound by an obligation to ensure the products comply with the specifications contained in the order as validated by the Client, to the exclusion of any obligation of results as to the adequacy of the products to the Client's particular needs.

4. Formation of Contract for Online Orders

Validation of the order by the Client on the website constitutes a firm offer to purchase products according to the terms of the order and these Terms and Conditions. The sales contract is however deemed formed only upon the Company sending an order confirmation, including when generated by an automated system, or upon shipment of the products, in accordance with the provisions of this article.

5. Product Availability and Manifest Errors on the Website

The product offers and prices indicated on the website are valid as long as they are visible online, unless stated otherwise, and to the extent of available stock or the Company's supply possibilities.

In the event of total or partial unavailability of products after placing an online order, the Company will inform the Client thereof as soon as possible and may offer, at the Client's discretion, replacement with equivalent products or partial or total cancellation of the order with refund of any sums already received for the unavailable products.

In the event of manifest error in the price or an essential characteristic of a product displayed on the website, the Company reserves the right to cancel the order relating to the product(s) concerned, even after sending the order confirmation, provided that it refunds the sums already received by the Client.

6. Proof of Electronic Transactions

The Company's computerized records, kept under reasonable security conditions, shall constitute evidence of communications, orders and payments between the parties in the context of online sales.

Order confirmations and, more generally, all electronic documents exchanged between the Company and the Client shall be admissible as evidence, in the same manner as any written document on paper.

7. Responsibility Related to the Website and Configurators

The Company does not guarantee the continuous availability without error of the website and configurators, nor the absence of interruptions, failures or malfunctions, in particular those related to electronic communication networks or external service providers.

In the event of a proven malfunction attributable to the Company that has affected an order, the Company's liability is strictly limited, at the Company's discretion, to the correction of the configuration, the replacement of Products that do not conform to the contractual configuration or the refund of the price of the Products and Services concerned, to the exclusion of any other compensation.

In any case, the Company's liability for the use of the website, configurators and other online tools remains subject to the limitations and exclusions of liability provided for in Article 12 of these Terms and Conditions.

2.3 Modification and Cancellation of Orders

Any modifications to orders requested by the Client will be considered, within the limits of the Company's possibilities, which will examine the request and remain free to act as it sees fit. Only requests made by e-mail within 48 hours of the formation of the contract will be examined. The Company's silence cannot be interpreted as acceptance of the request. In the event that a modification request is accepted by the Company, the latter will be released from the agreed deadlines for order execution and will charge the client the additional costs of completion as well as internal processing costs automatically generated by the modification request.

Any order confirmed by the Company is firm and final and cannot be cancelled by the Client without the Company's prior written consent. In the event of a cancellation request, for any reason whatsoever, except force majeure, any deposit paid with the order will automatically become the property of the Company and shall not be refundable.

3. Client Obligations

The client is responsible for the accuracy and completeness of the information contained in their order, in particular concerning product references, quantities ordered, technical specifications, any information necessary for order execution.

When the client configures or selects products or components, in particular using configuration tools, catalogues or technical documentation provided by the Company, these tools are provided solely as technical assistance. The client remains solely responsible for the choice of products, their configuration and their suitability for the intended use. Before validating their order, the client must carefully verify all information contained in it. Any error resulting from a data entry error, a reference confusion, a quantity error or any other error attributable to the client cannot engage the Company's liability. The client undertakes to provide the Company with all information necessary for proper order execution and to cooperate with the Company when necessary for order execution.

4. Scope of Deliveries

The order confirmation issued by the Company shall be conclusive as to the scope of delivery.

The Company reserves the right to make any technical or design modifications to the products that it deems necessary, in particular where such modifications result from technical developments, product improvements or compliance with applicable standards, provided that these modifications do not substantially alter the intended use of the products.

Partial deliveries are permitted provided they are not unreasonable for the client.

Except with prior written agreement from the Company, ordered products, in particular configured, customized or made-to-measure products, cannot be returned or exchanged.

By way of exception, the Company may accept the return of standard products, subject to prior written agreement from the Company.

After acceptance of the return request, the Company will communicate to the client the applicable return procedure, in particular the logistics instructions and shipping procedures. The return of products must be carried out in accordance with this procedure. Any return made without prior agreement or not respecting the return procedure communicated by the Company may be refused. In this case, no credit note will be issued.

Returned products remain the responsibility of the client until their receipt and acceptance by the Company. Returned products must be returned in their original packaging, be in new and unused condition, and a return request must be made within a maximum of three (3) months following the delivery date. In this case, flat-rate return charges of 20% of the net price of the returned products will apply.

Shipping costs and all costs related to product returns are borne by the client.

The client is solely responsible for integrating the products into their installations, machines or systems. The Company cannot be held responsible for the overall operation of the installations or equipment in which the products are integrated. The client is also responsible for sizing, selecting and ensuring the suitability of products for the intended application as well as for the compliance and safety of the installations in which the products are integrated.

5. Delivery Times and Transport

Delivery times are given on an indicative basis unless there is express commitment from the Company. The delivery period does not begin to run until order confirmation has been received and provided that the client has provided all information, documents, authorizations and elements necessary for order execution as well as, where applicable, the agreed deposits. The delivery time is deemed to be met once the products have left the Company's warehouses or the Company has informed the client of their availability.

Unless otherwise agreed in writing, deliveries are made ex-warehouse from the Company.

In the absence of contrary written indication from the Company, the Company organizes transport on behalf of the client. Transportation costs are charged to the client. Risk transfer occurs as soon as the products leave the Company's warehouses or as soon as they are made available to the client. Unless expressly requested by the client, the Company is not required to take out transport insurance. Any insurance requested by the client will be charged in addition. If the client is late in taking over or receiving the goods, the Company may charge storage fees. These fees may be calculated at 0.5% of the net value of the goods per week of delay, without prejudice to any other damage suffered. In this case, delivery will be deemed to have taken place.

The Company cannot be held responsible for delivery delays resulting from circumstances beyond its control, in particular in the event of delays in supply from its own suppliers.

Delivery delays cannot in any case give rise to order cancellation or the awarding of damages.

6. Software Supply

Where software is supplied with products or in connection with Company services, the provisions of this article apply.

Software supplied by the Company, including software embedded in products, is protected by intellectual property rights. The Company or its licensors retain all property rights in this software.

The Company grants the client a non-exclusive, non-transferable and limited right to use the software, exclusively for the use of the products supplied and in the context of the client's activity.

Except with prior written agreement from the Company, the client is not authorized to:

• Copy the software, except to make a backup copy where necessary for its use
• Modify, adapt, translate or decompile the software, except where authorized by law
• Make the software available to third parties, in particular by rental, loan or distribution
• Use the software on equipment other than that for which it was supplied

Where software supplied by the Company includes software components from third parties, the license terms applicable to such third-party software shall also apply.

The Company does not guarantee that the software is error-free. Any functional limitations resulting in particular from the technical environment, misuse, incorrect configuration or incompatibility with other systems do not constitute a defect.

The Company cannot be held responsible for malfunctions resulting from the client's computer environment, networks or systems.

It is the Client's responsibility to verify the compatibility of these elements with its hardware, software and network environment, and to carry out any installation, configuration and updates recommended.

The Client is solely responsible for the regular and secure backup of its data, files and configurations, before and after any intervention or use of the software and tools provided by the Company.

The Company shall under no circumstances be held responsible for the loss, alteration or corruption of data attributable to inadequate backup, the Client's computing environment or factors beyond its reasonable control.

Where the Company's liability is recognized for damage affecting data, it is strictly limited to the reasonable cost of reconstructing such data from the most recent backups implemented by the Client, within the liability limit provided for in Article 12 of these Terms and Conditions, to the exclusion of any other loss, in particular loss of profits, revenue or earnings.

7. Technical Data Provided by Client

In the context of contract execution, the client may be required to transmit technical data or files to the Company, in particular plans, drawings, digital models or computer-aided design (CAD) files. The client guarantees that it has all necessary rights to transmit and use this data and guarantees that such data does not infringe the intellectual property rights of third parties. The client remains solely responsible for the accuracy, completeness and relevance of technical data transmitted to the Company. The Company may adapt or modify the technical data transmitted by the client where necessary for product manufacture.

The Company is authorized to use this data exclusively in the context of contract execution, in particular for the design, adaptation or manufacture of the ordered products.

The Company cannot be held responsible for the consequences resulting from errors, omissions or inaccuracies contained in the data transmitted by the client.

The Company undertakes to communicate this data only to persons or service providers whose intervention is necessary for contract execution.

8. International Deliveries and Export Control

The client undertakes to comply with all applicable regulations concerning export control and international trade, in particular those of the European Union as well as any applicable national regulation.

Deliveries made by the Company are subject to the condition that their execution is not prevented by legal or regulatory provisions relating in particular to export controls, embargoes or international sanctions.

In the context of international deliveries, the client undertakes to provide all information and documents necessary to comply with applicable regulations, in particular regarding customs, export and import.

The client undertakes not to export, re-export or use the products supplied by the Company in violation of applicable export control regulations.

In the event of the client's violation of the obligations provided for in this article or if the execution of an order is prevented in whole or in part by applicable regulation, the Company reserves the right to suspend the performance of the contract or to terminate it without engaging its liability.

9. Prices and Payment Terms

Product prices are expressed in euros excluding taxes.

Unless otherwise stated, prices are understood to be exclusive of shipping, packaging, insurance and other ancillary fees, which are invoiced in addition. Any modification of the VAT rate, as well as any other tax, or the nature of the taxes to which the Products or Services are subject, is, as of its legal date of application, passed on to quotations, offers and commercial proposals already submitted by the Company to the Client, as well as to those for ongoing Orders.

Any order with an amount of less than seventy-five euros (€75) excluding taxes shall be subject to an additional flat-rate charge of twenty-five euros (€25) excluding taxes for order management fees.

The first order from a non-registered Client is subject to advance payment on pro forma invoice.

For any account opening, the Client must complete the account opening documents provided by the Company. The granting of payment terms is subject to prior validation by the Company, in particular after verification of the Client's creditworthiness.

Unless particular conditions have been agreed between the parties, invoices are payable within a maximum of sixty (60) days net from the date of invoice, in accordance with applicable French regulations.

or orders with an amount exceeding five thousand euros (€5,000) excluding taxes, the Company reserves the right to require payment of a deposit of thirty percent (30%) of the order amount. Service prestations are invoiced separately and are subject to the same payment terms.

Payments are made by bank transfer or check, unless otherwise agreed between the parties.

For online orders, payment may be made by credit card.

Unless prior written agreement from the Company, no discount is granted in the event of early payment.

Any late payment will automatically result, without prior notice, in the application of late payment penalties calculated on the basis of the interest rate applied by the European Central Bank increased by ten (10) percentage points. In the event of late payment, all sums owed by the Client become immediately due, without prejudice to any other right of the Company.

In accordance with applicable legal provisions, any late payment shall also give rise to payment of a flat-rate indemnity for recovery costs of forty (40) euros.

When the recovery costs incurred exceed this amount, the Company reserves the right to request additional compensation on justification.

In the event of late payment or deterioration of the Client's financial situation, the Company reserves the right to suspend the execution of ongoing orders or to require early payment.

Particular conditions of sale may be agreed between the parties. In this case, these particular conditions prevail over these general conditions.

10. Retention of Title

The Company retains ownership of the products sold until full payment of the price including all accessories. Payment shall not be considered made until the Company has actually received the amounts due. The risks of loss, theft, deterioration or destruction of products are transferred to the Client upon their availability at the Company's premises, in accordance with the applicable delivery conditions, even when the Company retains ownership of the products under this clause.

The Client is prohibited from selling or transferring the products, from transforming them or from using them as security for so long as they remain the property of the Company. The Client undertakes to preserve the products delivered subject to retention of title under conditions that allow their identification as belonging to the Company. The Client undertakes to take all necessary measures to preserve the products and to insure them against the risks of loss, theft or deterioration.

In the event of total or partial non-payment of the price on the agreed date, the Company may reclaim ownership of the products delivered. The Client undertakes to immediately inform the Company of any action taken by third parties likely to affect the products delivered subject to retention of title, in particular in the event of seizure, requisition or collective proceedings.

In the event of resale of products before full payment, in violation of these Terms and Conditions, the Client hereby assigns to the Company the receivables resulting from this resale, to the extent of the sums still owed.

The Client is prohibited from pledging or granting any security on the products for so long as full payment has not been made. In the event the Company exercises its right of reclamation and recovery of goods delivered subject to retention of title, any deposits paid by the Client shall remain the property of the Company as a flat-rate indemnity, without prejudice to the Company's right to claim additional compensation if its loss exceeds the amount of such deposits.

11. Warranty and Claims

In addition to applicable legal warranties, the products supplied by the Company benefit from the commercial warranty granted by manufacturer Schmalz.

Unless otherwise stated, this warranty is for a duration of twelve (12) months from product delivery. This warranty period is established for normal use of the products. It is reduced to:

• six (6) months in the event of use in successive 2x8 shifts (engagement time of 16 hours per day)
• three (3) months in the event of use in successive 3x8 shifts (engagement time of 24 hours per day)

The client is required to inspect the products upon receipt. Any claim concerning an apparent defect or non-compliance must be notified in writing to the Company within a maximum of seventy-two (72) hours after receiving the products. Implementation of the warranty is subject to prior agreement from the Company. Products found to be defective must be returned in accordance with Company instructions. Unless otherwise agreed, the products are returned to the manufacturer's plant located in Glatten (Germany).

Outbound and return shipping costs are borne by the client, unless otherwise agreed by the Company.

In the event of proven defect, the warranty consists, at the choice of the manufacturer or the Company, of either repair of the product or replacement of the product or defective part.

The warranty covers exclusively the repair or replacement of defective products. It does not cover ancillary costs, in particular dismantling, reassembly, transport, downtime or on-site intervention fees. The warranty does not apply when the defect results in particular from:

• use not in accordance with product specifications, incorrect installation, insufficient or inappropriate maintenance, modification or intervention carried out by the client or an unauthorized third party
• normal wear and tear of products

It is expressly agreed that the Company cannot in any case be held responsible for indirect damage, in particular loss of profits, loss of production or any other financial loss suffered by the client.

12. Limitation of Liability

The Company's liability can only be engaged in the event of proven fault in the performance of its contractual obligations.

In any case, the Company's liability is strictly limited to direct and foreseeable damage resulting from contract execution.

The Company shall not in any case be held responsible for indirect damage, in particular loss of profits, loss of production, loss of profit, loss of market or any other financial loss suffered by the client. In any case, the Company's total liability, for all causes combined, is limited to the amount excluding taxes of the order concerned.

The liability limitations provided for in this article do not apply in the event of gross or willful misconduct of the Company, harm to life or physical integrity of persons, mandatory legal provisions to the contrary.

13. Force Majeure

The Parties shall not be held responsible if the non-performance or delay in performance of any of their obligations as described herein results from a case of force majeure, within the meaning of the Civil Code. The following are considered as cases of force majeure releasing the Seller from all commitment: death, strikes of all or part of the personnel in the Seller's or Buyer's establishments, on railways, in navigation, in road transport enterprises, in threshing and in power-producing mines, machinery breakdowns, production stoppages due to fortuitous breakdowns, frost, flooding, mobilization, war, fire, epidemics, atmospheric disturbances bringing about modifications in product quality or upheaval in the Seller's installation or organization, supply disruptions for a cause not attributable to the Seller, this list not being exhaustive.

The Party discovering the event must without delay inform the other party of its inability to perform its obligation and justify itself to it. The suspension of obligations cannot in any case be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or late payment penalties. The performance of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a reasonable duration. Therefore, as soon as the cause of the suspension of their reciprocal obligations disappears, the Parties shall make all efforts to resume the normal performance of their obligations as quickly as possible. To this end, the party prevented shall notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt. If the impediment is permanent or exceeds a reasonable duration, the contract shall be purely and simply terminated 8 days after sending a demand made by registered letter with acknowledgment of receipt. This notice must mention the intention to apply this clause. During this suspension, the parties agree that the costs incurred by the situation shall be borne by the Buyer.

14. Applicable Law, Language and Competent Jurisdiction

These general terms and conditions of sale as well as the contracts concluded between the Company and the Client are governed by French law. These Terms and Conditions and the sales resulting therefrom are governed by French law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980. In the event of translation of these Terms and Conditions, only the French version is authoritative.

In the event of a dispute relating to the formation, interpretation or performance of these general terms and conditions of sale or the contracts concluded between the parties, the parties shall endeavor to seek an amicable solution.

Failing an amicable agreement, any dispute shall be submitted to the exclusive jurisdiction of the courts within the district of the Company's registered office, even in the event of multiple defendants or third-party claims.

15. Product Safety and Liability

The client undertakes to use the products in accordance with their intended purpose and the technical and safety instructions provided by the Company or the manufacturer.

The client is prohibited from modifying the products, making alterations to them or integrating unauthorized components likely to alter their operation or safety.

In the event of knowledge of a risk related to the use of the products or a defect likely to compromise the safety of persons or property, the client undertakes to immediately inform the Company.

In the event corrective measures are necessary, in particular in the context of a product recall, the client undertakes to cooperate with the Company to enable the implementation of appropriate measures.

The Company cannot be held responsible for damage resulting from modifications to the products or use not in accordance with the instructions provided.

16. Assembly and Installation Services

When the Company carries out assembly, installation, commissioning or technical assistance services, these services are subject to a specific agreement between the parties. Unless otherwise stated, these services are invoiced separately from the products. The Company reserves the right to entrust all or part of the services to qualified, trained and authorized external service providers, without this affecting the Company's liability to the client. The client undertakes to provide all conditions necessary for the proper performance of the services, in particular: access to the installations and equipment concerned, provision of necessary technical information, presence of the client's qualified personnel where necessary.

The client is responsible for the compliance of their installations and their suitability with the products supplied.

The Company cannot be held responsible for delays or difficulties resulting from the client's failure to meet its obligations or an unsuitable technical environment.

Fees related to services, in particular travel, intervention time and, where applicable, accommodation costs, may be charged to the client in accordance with conditions agreed between the parties.

If, during the intervention, the conditions necessary for the performance of services are not met or do not meet technical or safety requirements, the Company or the appointed service provider may interrupt the intervention. In this case, travel, intervention time and all costs incurred shall remain due by the client, and any new intervention may be subject to additional billing.

The client undertakes to comply with all applicable safety rules on the intervention site. The Company or the appointed service provider may refuse or interrupt any intervention if safety conditions are not met.

17. Confidentiality

The parties undertake to strictly maintain the confidentiality of all information of a technical, commercial or financial nature obtained in the context of their contractual relationships.

This information may only be used for the purposes of contract execution and may not be disclosed to third parties without the prior written consent of the other party. The following are not considered confidential: information that was already public at the time of its communication, information that becomes public without fault of the party receiving it, information that has been legally obtained from a third party not subject to a confidentiality obligation.

The Company however reserves the right to communicate this information to its affiliated companies, service providers or subcontractors, to the extent necessary for contract execution, provided that these are subject to an equivalent confidentiality obligation. The confidentiality obligations provided for in this article shall remain applicable throughout the duration of the contractual relationships and for a period of five (5) years after their termination.

18. Personal Data Protection

In application of Law 78-17 of 6 January 1978 as amended by Law No. 2018-493 of 20 June 2018, it is recalled that the personal data requested from the Client is necessary for the processing of their order and the establishment of invoices, in particular.

This data may be communicated to any partners of the Seller/Service Provider responsible for the execution, processing, management and payment of orders.

The Client has, in accordance with current national and European regulations, a permanent right of access, modification, rectification, opposition, portability and limitation of processing with regard to information concerning them. This right may be exercised under the conditions and modalities defined on the website www.schmalz.com/fr.

To enable the Company to comply, each request must be accompanied by the elements necessary to identify the sender: name, first name, e-mail and possibly postal address.

Important: the processing time for your request will necessarily be increased if you make your request by mail, due to material and technical constraints.

19. Regulatory and Ethical Compliance

The parties undertake to comply with all applicable laws and regulations in the context of contract execution. The client in particular undertakes to comply with applicable regulations regarding anti-corruption, competition, export controls and international sanctions.

The client is prohibited from carrying out, directly or indirectly, any transaction likely to contravene these regulations in the context of the use or resale of the products supplied by the Company.

In the event of proven violation of these obligations or if contract execution is likely to result in a violation of applicable regulations, the Company reserves the right to suspend the performance of the contract or to terminate it, without engaging its liability.

20. General Provisions

Should any of the provisions of these general terms and conditions of sale be declared null, illegal or unenforceable by a competent court, the other provisions shall remain fully in force.

The fact that the Company does not avail itself at any given time of any of the provisions of these general terms and conditions of sale cannot be interpreted as a waiver of availing itself of them subsequently.

The client cannot assign or transfer all or part of its rights and obligations resulting from the contract without the Company's prior written consent.

The Company reserves the right to assign or transfer all or part of its rights and obligations to any affiliated company of the Schmalz group