These general terms and conditions have been established by ACRN in the context of its activities of selling, designing, manufacturing, assembling and maintaining industrial machines. They apply by operation of law to all sales and services provided to any professional Client, unless otherwise agreed in writing by the Seller in advance.

They define the rights and obligations of the Seller and its Client with regard to the supply of parts, products and industrial services that the Seller may provide to the Client.

The Client expressly acknowledges that these general terms and conditions have been communicated to them in accordance with Article L. 441-1 of the French Commercial Code.

These terms and conditions do not grant the Client any intellectual property rights, whether direct or indirect, over ACRN’s know-how, trade names, trademarks, logos or any other intellectual property rights relating to the Company and/or its products and/or services.

Any unauthorised use may result in legal proceedings under the French Intellectual Property Code (Book VII), general contract liability and/or unfair competition law.

All plans, studies, quotes, technical documents and projects provided to the Client are communicated solely for the purpose of evaluating and discussing ACRN’s commercial offer. They may not be copied, reproduced or shared with third parties without prior authorisation.

Studies, tooling, plates and moulds remain the property of ACRN in all cases, regardless of the Client’s financial contribution to their production. Any transfer of intellectual property or know-how must be formalised in a written agreement.

In the case of custom equipment development, the Client is obliged to provide ACRN with complete, accurate and reliable information regarding its needs, operating and environmental conditions, as well as the specific characteristics of the products and processes to be handled by the equipment.

For its part, ACRN will inform the Client, prior to any commitment, of its technical knowledge of the manufacturing constraints and potential operational effects of the equipment.

The study phase, as the intellectual component of an order, represents a significant part of the investment. The Parties may agree to carry out a pre-study or feasibility study to establish cost estimates and determine the principles, construction methods and number of parts required.

In the case of custom or adapted equipment, the Customer is solely responsible for establishing precise, complete and accurate technical specifications (including drawings, materials and technical requirements) that clearly define the characteristics of the work to be performed.

Both parties mutually commit to a general obligation of confidentiality covering all confidential information, whether oral or written, exchanged in the context of the preparation and performance of the contract, with the exception of information already in the public domain.

The Parties undertake to take all necessary measures to ensure compliance with this obligation, throughout the duration of the contract and even after its expiry, and to ensure that all their employees and agents, permanent or occasional, comply with it.

The Client guarantees ACRN against all direct or indirect consequences of any liability action, including actions for infringement or unfair competition.

The following documents alone constitute contractual documents:

• These General Terms and Conditions of Sale as currently in force
• Special conditions expressly accepted by both Parties, including the technical specifications
• The Client’s documents supplementing these GTC
• Studies, quotes and technical documents communicated prior to the formation of the main Contract and accepted by the Parties
• The delivery note
• The invoice

To be valid, any commercial agreement must be confirmed in writing by authorised ACRN personnel. The Client’s signature must appear on the order confirmation letter, together with the date and the words “approved and agreed”.

Any cancellation or suspension of an order is only valid with ACRN’s written agreement, specifying the terms of compensation for all costs already incurred. Once accepted, an order cannot be cancelled or modified without ACRN’s express consent.

For on-site services, any work carried out constitutes acceptance of the last quote submitted to the Client.

The Customer bears full responsibility for the design of parts and tooling based on the industrial outcome they are seeking. ACRN is required to comply with the plan and technical specifications as well as industry best practices.

Acceptance constitutes acknowledgement of the absence of apparent defects. The Customer must inspect the parts upon delivery, within a maximum period of 15 days.

Unless otherwise stated, delivery is deemed to take place at ACRN’s premises as indicated on the order acknowledgement.

All packaging, transport, insurance, customs, handling and other related operations are carried out at the Client’s sole cost, risk and peril. The Client must inspect the shipment upon arrival and pursue any claims against carriers as necessary.

In the event of non-conforming delivery, ACRN’s liability is strictly limited to replacing the non-conforming goods, to the exclusion of any damages.

Unless expressly agreed otherwise, delivery lead times are indicative and may be extended in the event of force majeure. Lead times run from the latest of the following dates:

• Date of final acceptance of the Customer’s order
• Date of payment of any agreed deposit
• Date of receipt of all materials, equipment and specifications required from the Customer
• Date of fulfilment of prior contractual or legal obligations

The duration and scope of the warranty shall be stated on the order acknowledgement. It is strictly personal to the Client and non-transferable, unless expressly agreed otherwise. The warranty period begins on the date the equipment is commissioned at the Client’s site, provided this occurs no later than 15 days after ACRN makes it available.

The warranty does not apply in the following cases:

• Defects arising from materials supplied by the Client or a design imposed by the Client
• Modifications made without ACRN’s written consent
• Replacement of parts with those from a different source
• Normal wear and tear, negligence, lack of maintenance or improper use
• Damage or accidents occurring during transport or force majeure events

In the event of a deterioration in the Customer’s financial situation, delivery will only take place upon immediate payment. In the event of a sale, transfer or pledge of the business, ACRN reserves the right, without prior notice, to:

• Declare all amounts due immediately payable
• Suspend any delivery or service
• Terminate all ongoing contracts and retain any deposits, tooling and parts held

The Client undertakes to notify ACRN without delay of any situation of insolvency, early dissolution, cessation of activity or commencement of any collective insolvency proceedings.

Prices are quoted in euros, exclusive of tax and customs duties, on an “ex-works” basis unless otherwise specified. Quotes and proposals remain valid for 1 month. Unless otherwise agreed, payments are made by bank transfer.

Any failure or delay in payment will automatically result, without prior notice, in:

• Immediate acceleration and enforceability of all outstanding invoices
• ACRN’s right to suspend, cancel or refuse any order
• Late payment penalties at 3 times the statutory interest rate + flat-rate recovery fee of €40
• A penalty clause equal to 10% of the total amount due
• In the event of termination: an additional penalty of 15% of the order value

ACRN’s obligations under these GTC are best-efforts obligations. ACRN’s liability is excluded in the following cases:

• Defects arising from materials or parts supplied by the Customer
• Defects arising from the Customer’s design or imposed subcontractors
• Normal wear and tear, deterioration or accidents attributable to the Customer or a third party
• Any abnormal, atypical or improper use of the product
• Any intervention by the Client or a third party without ACRN’s express agreement
• Enclosures and weighing scales broken following a fall or misuse

ACRN’s liability shall not be engaged if non-performance or delay results from a force majeure event within the meaning of Article 1218 of the French Civil Code. This includes, in particular: fluctuations in raw material prices, natural disasters, fire, armed conflict, strikes, epidemics, transport disruptions, IT failures and government orders.

By express agreement between the parties, this contract is governed by French law.

In the absence of an amicable settlement, any dispute relating to the application, validity, interpretation or performance of these terms and conditions shall be brought before the Commercial Court of Rouen.

ACRN provides testing, analysis, calibration, research and related services in its field of activity: tightening and loosening torques, leak testing, tension/compression benches, compression testing, force measurement and dimensional tools.