General Conditions of Sale and Supply of Services

Article 1 - Definitions

1.1. The terms used in these general conditions, whether in the singular or the plural, shall have the meaning ascribed to them below.

1.2. “Armor” means, depending on the Orders and Contracts, ARMOR BATTERY FILMS SAS and/or one of the entities of the Armor Group.

1.3. “CGVPS” means these general conditions for the sale of Products and supply of services in scientific and technical fields such as, in particular, battery films, which Armor is in a position to propose to Clients.

1.4. “Client” means any natural or legal person who has contacted Armor for an Order and who may have signed a Contract with Armor for the sale of a Product or the performance of a Service.

1.5. “Order” means the Client’s project(s) for which a written request is made to Armor, which must be accompanied by the technical items that are needed to supply the Product and/or perform the Service.

1.6. “Contract” means the Contract formed by the “business proposal”, accompanied by these CGVPS, which has been signed by the Client and Armor.

1.7. “Step” means, for the performance of a Service, any milestone defined by the Parties as requiring approval in order to continue or to end the fulfilment of the obligations provided for in the following Step and/or that finalise the contractual relations.

1.8. “Deliverable” means the result(s) expected by the Parties in accordance with the terms and conditions of the Contract.

1.9. “Party” means, individually or jointly, Armor and/or the Client when a Contract is signed.

1.10. “Product” means the Product mentioned in the “business proposal” that was approved by the Client.

1.11. “Service” means the service(s) provided for in the “business proposal” that was approved by the Client.

Article 2 - Purpose and scope of application

2.1. The purpose of these CGVPS is to define the contractual terms and conditions for sales of Products and performance of Services, the result of which can be verified by Steps that are provided for in the Contract or in fine thanks to the Deliverable(s) agreed between Armor and the Client, as they are defined below.

2.2. All Orders and all Contracts presuppose full and unreserved acceptance by the Client of these CGVPS and of the Armor website general conditions of use for electronic Orders, regardless of the clauses that may be included in the Client’s documents, such as the Client’s general conditions of purchase.

2.3. These CGVPS will be provided to any Client who requests them, so that the Client is in a position to place an Order with Armor, as well as to all Clients prior to signing a comprehensive agreement referred to in Article L 441-7 of the French Commercial Code.

2.4. Armor may amend these CGVPS at any time.
The information shown in Armor’s catalogues and Armor’s prices are for guidance only. Armor may amend them at any time.

2.5. These CGVPS shall not apply when Armor makes online sales and when it makes sales via distributors, who have their own general conditions of sale.

Article 3 - Orders

3.1. As part of an Order, Armor and the Client may draw up general specifications (cahier des charges) together.

3.2. As soon as the necessary items have been provided to Armor, Armor may carry out an Order feasibility study, which may give rise to changes to the Order.

3.3. Following a feasibility study and written confirmation of the Order by Armor, Armor shall issue a business proposal for the attention of the Client. Said proposal shall be valid for the duration stated therein.

3.4. It is the Client’s responsibility to check that the business proposal corresponds to the Order.

3.5. Upon receipt of the business proposal by the Client and until it has been signed, all written requests for changes to the Order may be subject of a new proposal.

3.6. Unless agreed in writing between the Parties, no requests for amendments to the Contract may be made by the Client before the completion of the first Step defined in the Contract.

Article 4 - Terms of performance

4.1. In addition to having a duty to provide information and advice, Armor is only under a best-efforts obligation.

4.2. Armor undertakes to ensure that all requisite care and attention is taken in order to perform the Services in accordance with state of art.

4.3. The Client undertakes to cooperate with Armor, in particular by providing everything that is necessary for the proper performance of the Service and/or the production of the Deliverable within the stipulated timeframe.

4.4. In the event of a written request to modify the Deliverable by the Client, the Parties shall sign an amendment, which, in particular, may change the delivery time.

4.5. Unless stipulated otherwise, Products and Deliverables are delivered ex-works (EXW) by being made available to the Client at Armor’s plant by Armor.

4.6. Unless stated otherwise, the delivery and performance times stated in the Contract are for guidance only. Although Armor undertakes to make every effort to meet deadlines, not meeting a deadline shall not grant the right to any indemnification or penalties.

4.7. The Client undertakes to take delivery of the Product and/or the Deliverable within the deadlines stated in the Contract.

4.8. Taking delivery of the Product and/or the Deliverable shall cause the associated risks to be transferred.

4.9. Upon receipt of the Product and/or the Deliverable, the Client must verify their compliance and the lack of apparent defects. In the absence of justified, substantiated reservations that are sent in writing to Armor at the latest within eight (8) calendar days of receipt, the Product and/or the Deliverable shall be deemed to be compliant and to have been duly received by the Client. If there are reservations, the Client must make every arrangement in order for Armor to inspect said defects or anomalies and remedy them in accordance with Article 11.

4.10. Armor holds an “Authorised Economic Operator” (AEO) certificate that was issued by the French Customs Administration. This status makes it possible for operators to facilitate customs and security screening procedures. Within this framework, the Products that are transported by order of Armor are protected against unauthorised tampering during carriage and the personnel assigned to the carriage of said Products hold an “authorised operator” authorisation and/or are reliable from the standpoint of security.

Article 5 - Refusal and termination of Orders

5.1. Armor reserves the right to refuse an Order or to suspend the filling of an Order in the scenarios mentioned below:

  • If it is impossible to supply the Product.
  • If it is impossible to perform the Service on the basis of the items provided by the Client and/or if the Client does not actively cooperate.
  • If the Client does not comply with these CGVPS.
  • If the Client provides items that are contrary to public order or the law.

5.2. In the event that filling an Order is halted for the reasons given above, Armor shall be entitled to terminate the Contract in accordance with the terms set forth in Article 19.

Article 6 - Sub-contractors

Where required by the technical nature and/or the complexity of the Services, Armor shall be authorised by the Client to use the services of a sub-contractor, in whole or in part, in order to perform one or more of the Services. Armor shall assume responsibility for the Service(s) performed by said sub-contractor.

Article 7 - Prices

7.1. Armor’s prices are fixed, in euros and exclusive of tax, for each Order in the Contract, it being specified that prices cannot be modified retrospectively.

7.2. Depending on the Service, Armor may propose a price on a time-spent and/or flat-rate basis.

7.3. When the Contract requires a down payment to be made, payment thereof is a condition on which the start of the supply of Products or the performance of the Service is contingent. It will not be possible to refund down payments, regardless of the circumstances.

7.4. Throughout the performance of the Contract, the Client may request additional services, which will be subject to a complementary business proposal.

7.5. The following constitute ancillary expenses, which must be paid by the Client, in particular:

  • All taxes, duties, levies or other charges that are owed pursuant to the provisions of French laws and regulations or those of an importing State or a Transit State.
  • The costs of delivering the Product and/or the Deliverable, the costs of carriage/travelling expenses for Armor’s personnel.
  • All specific packaging required by the Client.
  • All items that are provided for contractually by the Client and Armor (e.g. certain materials that are required for the performance of the Services).

Article 8 - Payment of the price

8.1. All decisive Steps that have been started and that, according to the contractual terms, give rise to a payment by the Client, shall be subject to an invoice that must be paid. The VAT applied shall be that provided for by the regulations in force at the time of invoicing.

8.2. Unless there are provisions to the contrary that are expressly agreed between Armor and the Client, all invoices are payable on the invoicing date.

8.3. Regardless of the payment methods, the place of payment is defined as the Armor registered office.

8.4. Payment must be made in the currency stipulated on the invoice.

8.5. As all the payment conditions are compulsory, partial payment or failure to pay one single invoice or one single instalment in the event of payment in instalments shall, as of right, cause all the other debts that the Client may owe Armor to fall due immediately following notice of ten (10) calendar days that is served by registered letter with return receipt and that has remained without effect.

8.6. In the event of late payment, Armor shall apply Article 1220 of the French Civil Code, without prejudice to all other legal channels that are available to it.

8.7. All payments that are made after the payment date stipulated on the invoice shall trigger the application, with no need for a reminder, of late payment penalties that are equal to the European Central Bank’s refinancing rate that is in force on 1 January during the first half of the year and in force on 1 July during the second half of the year concerned, plus ten (10) percentage points.

The Client shall, as of right, owe a flat-rate indemnity for collection costs of an amount of forty (40) euros. Moreover, the Client must reimburse all costs of an amount that is higher than the flat-rate indemnity and that are incurred by the contentious collection of the monies owed, including the fees of judicial officers or attorneys.

8.8. Under no circumstances can payments be suspended or reduced or offset in any way without Armor’s prior written agreement.

8.9. When the payment accrues interest, the Client shall be released from the obligation by paying the principal and the interest. Partial payments shall be firstly allocated to the interest.

8.10. Any decline in the level of the Client’s solvency, for any reason whatsoever, shall authorise Armor to demand that the Client pay on the spot prior to filling the Orders received.

8.11. No discounts shall be granted for early payment.

Article 9 - Hardship clause

The Parties expressly agree to set aside statutory hardship provisions set out in article 1195 of the French Civil code. The Parties agree to negotiate alternative contractual terms which reasonably allow to overcome the consequences of any event which has rendered performance of contractual duties excessively onerous for Armor, is beyond its reasonable control, had not been taken into account at the time of the conclusion of the Contract, and could not reasonably have been avoided or overcome. If negotiation should fail within a thirty (30) days period, Armor will be entitled to terminate the Contract automatically, without notice or compensation.

Article 10 – Retention of title: THE PRODUCTS AND/OR THE DELIVERABLES ARE, AS APPLICABLE, SOLD OR DELIVERED WITH A “RETENTION OF TITLE CLAUSE” THAT THUS EXPRESSLY MAKES THE TRANSFER OF TITLE CONTINGENT ON THE PAYMENT IN FULL OF THE PRICE (PRINCIPAL AND INCIDENTALS)

10.1. Armor shall retain the title to the Products and/or the Deliverables until the price has been paid in full (principal and incidentals).

10.2. If the Client does not pay all or part of the price when due, Armor may, as of right and with no formalities, demand that the Products and/or Deliverables be returned at the expense, risks and jeopardy of the Client, without this return constituting a rescission if Armor so wishes.

10.3. The Client must take out an insurance policy that covers the risks that arise as from the handing over of the Products and/or the Deliverables.

10.4. For as long as the price has not been paid in full, the Client must individually identify the Products and/or the Deliverables received and not intermingle them with other goods of the same type from other suppliers. If not, Armor may either request the reimbursement thereof, or recover the Products and/or the Deliverables that are still in stock.

10.5. In the event of an attachment order or of any other third-party action involving the Products and/or the Deliverables, the Client must imperatively, and without delay, inform Armor of this, so that Armor can challenge said order and safeguard its rights.

10.6. The Client shall moreover refrain from pledging or using as collateral, and from selling, the Products and/or the Deliverables that are sold or delivered with a retention of title clause.

Article 11 – Warranty, returns and liability

11.1. Armor shall hold the Client harmless from all hidden defects and from all lack of compliance of the Products throughout the statutory term, except in the event of any negligence on faults on the part of the Client.  

The warranty for a Deliverable shall be voided if the Client supplies the material or a component for the Deliverable or carries out any work on said Deliverable.

Armor undertakes to supply each Product and to perform each Service with care and attention, in a professional manner and in accordance with the Contract.

In to assert its rights, the Client must inform Armor in writing within eight (8) calendar days of the receipt of the Products and/or the Deliverables, under penalty of lapse of rights.

As an exception, when the Client is a professional with the same specialisation as Armor, Armor shall not provide a warranty for the Product that covers an hidden defect of which, in good faith, it was not aware.

11.2. Armor’s liability can only be triggered in the event of a proven fault or negligence. Under penalty of lapse of rights, the Client must inform Armor in writing within seven (7) calendar days of the date on which the damage occurred.

11.3. Any returns of a Product and/or a Deliverable must be subject to a prior written agreement between Armor and the Client. Within a timeframe of fifteen (15) calendar days as from said agreement being reached, the Client must return the Product and/or the Deliverable to Armor at the delivery location and at the time agreed between the Parties.

Products and/or Deliverables shall be returned at the expense and risks of the Client or Armor depending on whether the situation that gives rise to the claim is attributable to Armor or not.

When the defect and/or fault with the Product and/or Deliverable is/are attributable to Armor and depending on the seriousness thereof, Armor shall, at its discretion, organise the repair, replacement or reimbursement thereof, or the issuance of a credit note.

11.4. Armor’s contractual liability shall be limited to direct and certain contractual damage, within the limit of the amount excluding tax of the price paid by the Client.

11.5. Armor’s liability with regard to the Client is excluded in the following cases:

  • Utilisation/use of the Product and/or of the Deliverable that does not comply with the conditions of use;
  • Abnormal storage conditions by the Client;
  • Modification of the Product and/or of the Deliverable by the Client or by a third party;
  • Performance of the Service that is suspended or delayed by the Client;
  • Lack of compliance of the Product and/or of the Deliverable due to the items provided by the Client (e.g. problem associated with the file);
  • Infringement of third-party intellectual property rights by the Client;
  • Consequential loss of any kind whatsoever (e.g. loss of profits, business losses, loss of data, etc.);
  • Cases of force majeure.

Article 12 – Intuitu personae nature of the Contract

The Client acknowledges that the Contract is entered into with Armor on an intuitu personae basis. Consequently, the Client cannot assign the Contract without Armor’s prior written agreement.

Article 13 – Intellectual property rights

13.1. In France and in certain foreign countries, Armor is the owner, in particular, of trademarks, logos, patents and domain names that benefit from intellectual property protection.

13.2. If the Client has knowledge of an act of infringement or of wrongful use of one of said rights of which Armor is the owner, the Client shall inform Armor of this without delay.

13.3. The Client warrants that it holds all the intellectual and industrial property rights to the items provided to Armor. The Client shall hold Armor harmless from all claims and action by third parties on the ground of infringement, of any kind, and undertakes to compensate Armor in full for the expenses and/or losses of all kinds that may be caused to it in this connection, including, in particular, any damages, fees and other costs incurred as a result of said claim or action.

13.4. Armor shall remain the owner of all the intellectual property rights, in particular of the studies, designs, models, prototypes, works, Products and/or Deliverables that it sells and/or produces for the Client. Consequently, the Client shall refrain, in particular, from all reproduction or exploitation, whether in part or in whole, of said studies, designs, models, prototypes, works, Products and/or Deliverables, without the express, prior, written authorisation of Armor, which may make said authorisation contingent on obtaining financial consideration.

13.5 When the use of the Product and/or the Deliverable by the Client requires a licence, the Client may request a licence from Armor with a view to the reproduction or distribution of said Products and/or Deliverable.

Article 14 – Referencing

14.1. Without this breaching the provisions of Article 16, Armor is authorised to use the name and/or the trademarks of the Client as well as depictions of the Products and/or the Deliverables for its communication.

14.2. Subject to Armor’s prior written agreement, the Client is authorised, without this breaching the provisions of Article 16, to use the Client’s name and/or trademarks, as well as the depictions of the Products and/or the Deliverables for its communication.

Article 15 – Protection of personal data

Please consult the personal data protection Policy of Amor, available on its website and on request.

Article 16 – Confidentiality

16.1. With the exception of the application of Article 14, the Parties undertake to maintain the confidentiality of all the information, regardless of the form and the storage media thereof, that is disclosed in their relations.

16.2. The Parties undertake to ensure that said confidential information is only disclosed to those members of their personnel whom have a need to know and is only used for the performance of the Contract; all other disclosure is prohibited.

16.3. When Armor uses the services of a sub-contractor in accordance with Article 6, it undertakes to ensure that said confidential information is only disclosed to those members of said sub-contractor’s personnel whom have a need to know and is only used for the performance of the Contract; all other disclosure is prohibited.

Article 17 – Non-solicitation

17.1. Throughout the term of the Contract and for two (2) years after the end of the contractual relations, the Client undertakes to refrain from hiring away any of Armor’s employees.

17.2. Absent an agreement between the Parties, in the event of a breach of the provisions of this article, the Client shall be required to pay Armor an amount equivalent to twenty-four (24) months of gross remuneration, as paid to the employee the month prior to his/her departure.

Article 18 – Force majeure

In case a force majeure event occurs as set out in article 1218 of the French Civil code and case law, Armor shall be relieved from its duty to perform its obligations under the Contract and from any liability in damages or from any other contractual remedy. Armor will give notice to the Client within best delays. Where the duration of the situation lasts more than thirty (30) days, Armor will be entitled to terminate the Contract automatically, without notice or compensation.

Article 19 – Termination of the Contract

19.1. When the Contract allows for Step-by-Step performance, it may be terminated upon completion of one of them, as soon as payment in full has been made for the completed Steps.

19.2. In the event of a breach by one of the Parties of one of its essential obligations, without prejudice to the damages that it could claim, the other Party may terminate the Contract as of right after notifying said breach to the defaulting Party by registered letter with return receipt that has remained without effect and if the breach has not been remedied within a time-limit of thirty (30) calendar days.

19.3. In the event that performance is halted for the reasons referred to in Article 5, Armor shall be entitled to terminate the Contract as of right and without delay.

19.4. In the event of a change of control of the Client, it being agreed that control shall have the meaning ascribed to it by Article L.233-3 of the French Commercial Code, the Client shall inform Armor of this in writing. Armor shall have the option of terminating the Contract unilaterally, as of right, at any time, by notifying its decision to the Client by registered letter with return receipt requested, giving three (3) months’ notice.

Article 20 – Language of the Contract and applicable law

20.1. These CGVPS and the Contracts that result therefrom are written in French; they shall be authentic and authoritative in the event of translation into other languages.

20.2. The application of the Vienna Convention of 11 April 1980 is expressly excluded.

20.3. All disputes concerning these CGVPS and the Contracts that result therefrom, in particular with regard to their validity, construction, performance, termination and their consequences, shall be governed by French law.

Article 21 – Disputes

21.1. In the event of a disagreement between the Parties during their relations, they undertake to make every effort to reach an amicable agreement with each other.

21.2. If the Parties are not able to reach an amicable agreement, they shall seek the assistance of Armor’s in-house conciliator in order to find, with his/her assistance, the most appropriate solution to resolve the dispute. The conciliator can be contacted at this e-mail address: mediateur@armor-group.com. The mediator undertakes to answer within ten (10) days.

21.3. If this step to reach an amicable settlement should fail within a 30 (thirty) days period after the initial written invitation from the most diligent Party to meet, the Nantes Commercial Court shall have jurisdiction, even in the event of multiple defendants, urgent proceedings, interlocutory claims or third party notice.