General Terms and Conditions of BusinessCompagnie Deutsch Distribution S.A.S.
12 rue de Caulet – Aeroparc Saint Martin ZAC
31300 Toulouse

version 002 - 10/2021

General Terms and Conditions of BusinessCompagnie Deutsch Distribution S.A.S. (CDD), France
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General
These General Terms and Conditions of Business (GTC) apply to all sales, deliveries andother services (collectively also referred to “deliveries”), of Compagnie Deutsch Distribution
S.A.S. (CDD). Contrary conditions of the customer are not binding on CDD even if the orderis based upon them or if the customer refers to them on forms or in other documents.
CDD’s GTC likewise apply to all subsequent business, even if no further reference is madeto them at the time when such transactions are concluded.
Secondary agreements, together with amendments and additions to the agreement andCDD’s GTC, are valid only if they are agreed in writing with CDD.
Offers, Documentation
Offers of CDD are always made without obligation and are valid for not more than 60 days
from the date of the offer made by CDD unless specifically stated otherwise in the offer.
No particulars given in CDD’s catalogues, price lists and further documentation are binding,but are provided “as is” only. Amendments to the specifications, product designs and otherchanges are reserved. They may influence delivery dates and prices.
Drawings, documentation, samples and other materials remain the property of CDD. No
licenses are granted in any intellectual property rights of CDD and its affiliated companies.
Intellectual property rights must be respected. In particular, the duplication or disclosure ofsupporting materials, documents or samples, especially of materials which are protected bycopyright, is prohibited without the consent of CDD. On request, all such documents andsamples must be returned to CDD.
PricesPrices are quoted in the offered currency with packaging, exclusive of VAT, and save whereotherwise agreed in writing FCA CDD Plant/Warehouse (Incoterm 2020). The place of theCDD Plant/Warehouse is determined in the provided offer.
Prices are generally adjusted once each year.
All agreed prices and payment terms remain valid for not more than twelve (12) months fromthe date of the CDD offer. If costs incurred by CDD, in particular raw material costs,
undergo significant changes CDD is entitled to request an appropriate change of theagreed product prices. If the customer declines such price changes or if negotiations
between the parties on such price changes do not result in a new agreed price within one
month of the notice to take part in such negotiations, CDD is entitled to give unilateral written
notice of termination of the agreement with immediate effect and without any liability. The
foregoing is without prejudice to individual orders confirmed by CDD but not yet fully
processed at the time notice is given. The parties are at liberty to extend the one-month
negotiation period for price changes by mutual agreement in writing.
Delivery Lead-Times, Partial Delivery, Force Majeure
If the delivery lead-time is indicated as a period (and not as a specific date) it begins upon thedate of the written order confirmation based on the unchanged offer.
Every delivery lead-time shall be suitably extended if required information or documents arenot received in due time by CDD, if these are subsequently amended by the customer withthe consent of CDD or if a down payment is received late.
If failure to comply with the delivery lead-time is not caused by the sole fault of CDD,
the customer shall not derive from that fact a right to withdraw from the agreement or towaive delivery or seek compensation. For the rest, the limitation of liability stated in Sec. 10
shall apply.
In the event of force majeure or other exceptional events for which CDD is not responsible(including strikes) which make delivery impossible or substantially more difficult, CDD may
restrict or suspend the delivery for the duration of such obstacle or withdraw from theagreement. Force majeure includes, but is not limited to, war, unrest, rebellion, acts ofsabotage and similar events, strikes or other industrial conflicts, newly enacted laws andPage 1 of 4

General Terms and Conditions of BusinessCompagnie Deutsch Distribution S.A.S.
12 rue de Caulet – Aeroparc Saint Martin ZAC
31300 Toulouse

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regulations, delay caused by actions or omissions on the part of a government/authorities, fire,explosion or other unavoidable events, flood, storm, earthquake or other exceptional naturalevents. Under no circumstances shall CDD be held liable for claims related to nonperformance, improper performance or belated performance of contractual obligations.
Partial deliveries are permitted. In the case of long-term supply contracts each part-delivery
shall be regarded as a separate transaction. The impossibility of making a part-delivery ordelay in effecting a part- delivery does not entitle the customer to withdraw from the whole
agreement or to claim compensation.
Dispatch, Acceptance of the Goods by the Customer
If acceptance is either delayed or rendered impossible for reasons for which CDD is not
responsible, CDD is entitled to store the goods for the account and at the risk of thecustomer on its own premises or with third parties. The relevant obligations of CDD shall thenbe deemed to have been performed.
If the customer does not announce his requirements in good time, the goods will be packaged
for transport by road. The standard CDD packaging consists of cartons which are notsuitable for stacking.
Documents, Payment, Offsetting, Interest on Late Payment
If the goods are picked up by a carrier or another 3rd party or if the goods are picked up by thecustomer at the CDD location or if CDD delivers the goods to a cross-dock, the customer isobliged to make available to CDD copies of the transportation documents as well as, in casethe goods are exported from the EU, copies of the customs documents within one month fromwhen the goods have been picked-up or from when the goods have arrived at the cross-dockrespectively. If within the above time frame the customer has not provided the required
documents, CDD reserves the right to charge possible VAT as well as, other expenses
resulting from this.
At any point in time during the contractual relationship, the customer is obliged to ensure that
CDD is notified of the correct and valid VAT identification number of the part of the enterprise(main company/branch office) under which the goods or services are ordered from CDD.
All invoices are payable net within 30 days after the invoice date. Different agreements may
be reached between the parties.
Offsetting of counter-claims of all kinds is excluded, save where such counter-claim is notcontested or is finally awarded.
Where several claims are outstanding, CDD is entitled to decide which particular claims
are settled by the customer’s payments.
The withholding or reduction of payments because of complaints is permitted only with theexpress consent of CDD.
Late Performance by the Customer, Insolvency
If the customer is late in making a payment, either in whole or in part, all payment obligationsexisting in relation to CDD, including those arising from other contracts, shall fall due for
immediate settlement. Payments made by bills will not be accepted. The same provisionapplies if the customer is in cessation of payments or if legal composition, bankruptcy orsimilar proceedings are applied for or imposed with respect to his assets and if othercircumstances which threaten to result in the customer’s insolvency become known.
In the event of late payment by the customer, CDD, without prejudice to its other statutory
and contractual rights, may decline in whole or in part to make further deliveries under this or
any other contract or make them dependent upon an advance payment or provision of surety.

8.

Retention of Title
The goods which have been sold remain the property of CDD until full payment of the saleprice has been received. If the customer fails to fully meet his payment obligation, he thereby
acknowledges the right of CDD to require immediate return of the goods concerned and toarrange for the refund of any installment payment already received.

9.
9.1

Warranty
The warranty period is twelve months calculated from the date of transfer of risk. This warranty
covers the conformity of the product to the CDD product specifications or to agreed product
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General Terms and Conditions of BusinessCompagnie Deutsch Distribution S.A.S.
12 rue de Caulet – Aeroparc Saint Martin ZAC
31300 Toulouse
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specifications.
CDD makes no express or implied warranty extending beyond the contractual warranty
described in section 9.1 above. All other warranties, arising by law or otherwise, including but
not limited to the warranty of merchantability or fitness for a particular purpose, the warranty todeliver conforming product, the warranty of peaceful possession with respect to third party
actions/claims (the customer acquiring the product at its own risks), the warranty against
latent or hidden defects, and the warranty against defective products with respect to goods
used for professional needs, are hereby excluded.
CDD must be notified of any defects in the goods without delay in writing. Obvious defects
must be reported within five working days of handover. Hidden defects must be reported
immediately but no later than within five working days of the time when they were detected or
could have been detected. If this is not done, the customer shall forfeit all claims arising out of
the warranty.
In the event of defective performance, CDD shall, at its option, either provide a replacement
free of charge or effect repairs or grant an appropriate price reduction. If the substitutedelivery or repair is likewise defective, the customer may request an appropriate pricereduction. Further claims of the customer, in particular for termination of the contract arespecifically excluded, regardless of the legal basis on which they are made. The limitationof liability pursuant to Sec. 10 likewise applies.
Complaints regarding part-deliveries do not entitle the customer to decline performance of thewhole contract by CDD.
Liability
To the extent permissible by law, liability of CDD shall be limited in every case – even in
the event of liability based on the infringement of intellectual property rights – to compensation
for direct damages. Any liability for loss of profit, loss of revenues, loss of data, loss of use,loss of contract, loss of goodwill, loss and/or damage resulting from business interruption, linedown costs, loss of productivity, equipment idle time, and/or cost of substitute procurement,
regardless of whether or not such losses, costs and damages are considered direct or indirect,
as well as any liability for indirect and/or consequential costs and/or damages is hereby
excluded. CDD is only liable for damages to the extent that it has caused such damages atleast by negligence.
To the extent permissible by law, CDD’s liability, regardless of the nature of the claim orform of the proceedings brought against CDD, shall not exceed a total amount equal to one
hundred (100) percent of the value of the individual delivery concerned.
To the extent permissible by law, Customer shall defend, indemnify and hold harmless CDD
and its affiliates from and against any third party claims, suits, liabilities, losses, costs and/orexpenses, whether or not occasioned by the breach of duty and/or breach of warranty and/or
negligence of CDD, arising out of or in any way related to the goods purchased by customer
from CDD.

11.

Intellectual Property Rights
CDD or its affiliated companies are and remain the owners of all intellectual property rights.
In the case of orders whose performance includes development services, CDD is the sole
proprietor of the development results including, but not limited to, all concepts, drawings,samples, ideas, software, documentation and all other material, together with all intellectual
property rights relating thereto or filed thereon. Rights of use or licenses for the customer inthe developing result or in intellectual property rights are not granted either implicitly orexplicitly.

12.

Trademarks
Trademark rights of CDD or of companies affiliated to it are not transferred with thepurchased object. The acquisition of products identified with trademarks of CDD or withtrademarks of its affiliated companies does not mean the acquisition of rights in suchtrademarks or the right to use them independently of the acquired product. To acquire suchrights, a separate trademark right agreement must be concluded.

13.

Confidentiality
The customer must keep secret all confidential information received from CDD in the context
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General Terms and Conditions of BusinessCompagnie Deutsch Distribution S.A.S.
12 rue de Caulet – Aeroparc Saint Martin ZAC
31300 Toulouse

version 002 - 10/2021of the business relationship and refrain from disclosing it to third parties.
14.

Invalidity, Severability
Should any provision of these GTC be or become invalid, that fact shall not affect the validityof the other provisions. The invalid provision shall be replaced by a valid provision which asfar as possible satisfies the same legal, economic and originally intended purpose.

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15.1
15.2

Place of Performance, Applicable Law, and Arbitration
The place of performance for both the customer and for CDD is Toulouse, France.
Legal relations between CDD and the customer shall be governed solely by Swiss law tothe exclusion of the conflict of laws principles. The Vienna Purchasing Convention (UnitedNations Convention on Contracts for the International Sale of Goods, 11 April 1980 (CISG)) is
hereby specifically excluded. Rights accruing to CDD on the basis of statutory provisions
are not affected by these GTC.
ALL DISPUTES ARISING OUT OF OR RELATING TO THE CONTRACTUALRELATIONSHIP, OR AFFECTING ITS VALIDITY OR THE VALIDITY OF THESE GTCSHALL BE FINALLY SETTLED UNDER THE RULES OF ARBITRATION OF THE
INTERNATIONAL CHAMBER OF COMMERCE BY THREE ARBITRATORS APPOINTED IN
ACCORDANCE WITH THE SAID RULES. THE ARBITRATION SHALL TAKE PLACE INZURICH AND THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.

15.3

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