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m Lego - General Terms and Conditions of Sales

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m Lego - General Terms and Conditions of Sales


The present General Terms and Conditions of Sale, (hereinafter ‘the GTCS’) have been drawn up to set out
the procedures and conditions applicable to provision of the products (hereinafter ‘the Products’) supplied by
the M LEGO company to its Clients.

All the Products supplied by M LEGO shall be covered by those of the contractual documents listed below
that exist, in the following decreasing order of priority: the Special Terms and Conditions or order
confirmation, the Appendices to the Special Terms and Conditions, the GTCS, the estimate or the order.
Taken together the documents stipulated above constitute the contract between the Parties (hereinafter the

The GTCS, and in more general terms the Contract, shall take the place of all other documents relating to the
Products. Any order placed by the Client shall entail its total acceptance of all the contractual documents and
exclusion of all other documents or conditions. The Contract shall come into effect on the day it is signed by
the Parties, or on the day the written order confirmation is sent by M LEGO.

4.1. The data provided solely for information purposes in M LEGO catalogues, notices and price lists and
technical and commercial documentation shall not constitute formal offers. M LEGO may therefore change
them without notice.
Offers negotiated by our sales staff shall only become contractual when they have been directly accepted in
writing by our company.
4.2. The obligations upon M LEGO shall be strictly limited to the stipulations of the Contract, and the Client
shall be responsible for expressing its requirements.
4.3. Offers shall remain firm for the stipulated period of effect or failing this for 24 hours from their
respective dates. If no reply is received during that period, the offer concerned shall automatically become null
and void.

The schedules for delivery or availability of the Products shall be expressed as from the day M LEGO
confirms the order. Unless it is stipulated otherwise, they are provided for information purposes only, and
non-compliance with them shall not give rise to cancellation of the contract nor to payment of compensation.

6.1. General terms: The Products shall be manufactured in line with standard practices and in compliance
with the applicable regulations and normal tolerance in the profession. All the costs arising from developing a
Product and from any tests and checks requested by a Client shall be met by said Client.
6.2. Changes in the conditions applicable to provision: In the event of changes in the conditions
applicable to provision, and in particular of changes to the regulations applicable, M LEGO shall pass on any
financial consequences to the Client. If the Contract is amended by the Client, the Parties shall then agree to
the immediate payment by the Client of compensation corresponding either to the value of the Products
cancelled or to the extra costs claimed by M LEGO for the amendments. The Products provided or
undergoing preparation must be paid for, and the expenses with regard to the Contract shall remain payable
by the Client.
6.3. Additional services: Each additional Service must be requested in writing by the Client. The Parties shall
produce a contract setting out their agreement as regards these changes or additional services.
6.4. Order cancellation: The Client may not cancel its order. If it does so, it shall automatically be required
to pay compensation corresponding to the value of the cancelled order.

7.1. Packaging
Packaging costs shall be borne by the Client. If packaging material is covered by a deposit under the
provisions of special terms and conditions, the Client shall be required to return said material at its own
expense to M LEGO. Failing this, any packaging materials that have not been returned within one year shall
become the Client’s property and the deposit paid for them shall represent their sale price.
7.2. Delivery: Delivery shall be carried out either by direct presentation of the Products to the Client, or by
notification of their availability, or by handing them over to a shipper or carrier at M LEGO’s premises. If any
authorization must be obtained or formality carried out, in particular with regard to import or currency
procedures, in order to import the Products to their country of destination or to pay for them, the Client shall
be responsible for accomplishing and paying for said authorization or formality. Should the Client postpone
delivery, a monthly charge amounting to 5% of the value of the invoice shall automatically be payable for
storage costs and damages.
7.3. Incoterms: The 2010 incoterms shall be applied. Unless specified otherwise, EXW incoterm shall be
applicable. The Products shall be transported at the Client’s risk as from their delivery as specified in Article
7.1. above.

8.1. The Client shall be responsible for checking the Products when consignment arrives, for expressing any
reservations on the release note and also by sending a registered letter with acknowledgement of receipt to the
carrier within 48 hours, and for taking any appropriate legal action against carriers. The Client shall receive
compensation directly from the carrier upon presentation of documentary evidence. The quantities delivered
and charged for may differ from the quantities ordered within the contractual limits or the limits set by general
8.2. The Client must notify M LEGO of any reservations it has as to the intrinsic quality of the Products by
registered letter with acknowledgement of receipt within eight calendar days of the delivery date stipulated in
Article 7.2., enclosing any relevant information and assessments. Failing this, the Client’s claim shall not be
admissible. Any return of Products must be agreed to by M LEGO in advance. Returns shall be carried out at
the Client’s own risk and expense.
8.3. Penalties: Penalties shall only apply if they have been explicitly stipulated by the Parties and shall not
apply in the circumstances specified in Article 8.4. All penalties shall be fixed, shall release the penalised party
from its obligations, shall be restricted to a set amount and shall be calculated on the basis of the price of the
products actually affected by the problem. These shall exclude delays that arise due to a failure by the Client to
fulfil its obligations (by supplying inaccurate information, by failing to meet payment deadlines, etc.) or that do
not give rise to any real loss. Unforeseeable accidents and occurrences of force majeure as stipulated in Article
8.4. below, shall automatically authorize suspension of the current Contract or delays in its performance by
M LEGO without giving rise to any compensation.
8.4. Limitations and exclusions: M LEGO’s liability is explicitly limited to taking back the Products at issue.
The Products being replaced or remedied at the Client’s request shall be sent at M LEGO’s expense, the
choice of routing and carrier being made by M LEGO. Any defects resulting from a unilateral intervention by
the Client or any third party, by a failure to follow the recommendations or instructions of M LEGO, by a
failure on the Client’s part to fulfil one of its obligations, or by an error resulting from inaccurate data supplied
by the Client, shall not be the responsibility of M LEGO. The same exclusion shall apply to defects arising
from a third party’s mistake, from a mistake by the Client, from transformation of the Products or from an
occurrence of force majeure. M LEGO shall not be held liable for failures to fulfil obligations arising from
factors rendering fulfilment of its obligations more difficult or impossible, and in particular from the following
circumstances : rioting, epidemics, natural catastrophes, disruption to M LEGO’s supplies, the total or partial
disruption of transport, breakages affecting machines or tools, accidents, strikes, lock-outs, factory
occupations, social unrest.

9.1. The Services are provided at the prices stipulated in the Contract, which are expressed net and exclusive
of tax. They may be revised in response to variations in the cost of the component elements, in line with
current legislation. Currency fluctuations however shall not under any circumstances constitute grounds for
cancellation of the contract. All charges arising from customs procedures, duties and taxes in particular shall
be borne by the Client.
9.2. In the event of changes in the economic, tax or corporate regulations, or of any other developments
affecting the economics of the Contract, M LEGO may either alter the price of the Products accordingly,
or terminate the Contract by registered letter with acknowledgement of receipt.

10.1. Payment terms: Invoices are to be settled within 30 (thirty) calendar days of the invoice by bank
transfer. Disagreements between the parties shall not entitle the Client unilaterally to suspend payments or
to withhold or offset proportions of payments. Any objections arising from invoices must be raised within
fifteen calendar days of the invoice date, and expressed in a letter of explanation sent to M LEGO by
registered letter with acknowledgement of receipt. If this deadline is missed, the objection concerned shall
no longer be admissible.
10.2. Late payments: Any payment that is not made by its due date shall automatically be subject to a
penalty charge of 10% (ten per cent) of all amounts owed, to cover processing costs, and shall also
automatically give rise to:
- the imposition of late payment interest at an annual rate of 12% (twelve per cent) of the amount paid
late each year,
- the immediate payability of the overall amount owed (including the portion not paid on time and any
amount having given rise to bills of exchange),
- insistence by M LEGO that subsequent Services be paid for in advance,
- suspension or termination of the Contract or orders being processed, in accordance with the provisions
of Article 14 below,
- a fixed charge of €500 (five hundred euros) for collection of amounts owed. If the collection cost
incurred exceeds said charge, the excess shall automatically be payable by the Client.

ARTICLE 11- ‘RETENTION OF OWNERSHIP’ CLAUSE (Law n° 80.335 passed on 12 May

M LEGO shall explicitly retain ownership of the Products delivered until actual payment in full of the sale
price plus interest, expenses and ancillary amounts. Under the terms of the present Article, a documentary
instrument creating an obligation to pay shall not constitute payment. Until payment has been made in full,
the Client may not present the Products as collateral, nor use them as any form of security. As a failure to
pay may lead to the Products being claimed back, the Client undertakes to keep them in unprocessed form,
without any transformation, so that there is no risk of confusing them with other items. The Client hereby
surrenders ownership of the Product resulting from the transformation in order to safeguard the rights of
M LEGO. To enable application of this clause, the payments received shall as a priority be used to release
the Products that have undergone processing.

12.1. Liability
M LEGO shall only be liable for the losses it may cause in the course of fulfilment of its obligations under
the Contract, arising from actions or omissions by its agents or subcontractors involved in performance of
the Contract. If the Client suffers a loss as the result of inappropriate action by M LEGO, M LEGO shall
be required to pay compensation for the loss, to cover all aspects up to the value of the relevant Products
delivered and charged for by M LEGO. This amount may not under any circumstances exceed
€20,000 (twenty thousand euros) per event causing loss, or €100,000 (one hundred thousand euros) per
calendar year. The Client undertakes to prevent M LEGO from suffering any claims from third parties that
may exceed the maximum amounts indicated above, waives any rights it may have to take legal action
against M LEGO or its insurers, and confirms this commitment with regard to any claim for any sum in
excess of the above amount.
12.2. Mandatory insurance: M LEGO guarantees that it has signed insurance contracts with a reputable
company providing it with adequate cover against the financial consequences of any liability it may incur in
the fulfilment of its obligations under the Contract.


13.1. The plans, studies, calculations, quotes, documents and tools, data, software, specifications and
information of any kind arising from the expertise of M LEGO and presented to the Client or coming to
the Client’s attention in the course of the Contract, are M LEGO’s exclusive property and must be
returned to it at the end of the Contract. The Contract does not include any transfer of intellectual
property rights of any kind to the Client.
13.2. The items listed in Article 13.1., without this constituting an exhaustive list, are confidential. They
may not be disclosed to any third party without prior written permission from M LEGO.
13.3. M LEGO may collect and process personal data concerning Client employees and/or Clients as
individuals for the following purposes: carrying out business dealings with the Client, management of the
M LEGO accounts and funds, carrying out marketing operations. The data gathered shall be processed in
compliance with the law on ‘information technology and civil liberties’ passed on 6th January 1978 and
amended in 2004. The right to access and rectify said data may be exercised by applying, with a copy of an
identity document, to: M LEGO - Service Comptabilité Clients - Rue du Cuivre - 72400 BOESSE LE
13.4. During the period of the Contract and for one year after it ceases to be in effect, whatever the reason
for this development, the Client agrees to refrain from directly or indirectly offering employment, on any
basis, to any member of M LEGO’s staff involved in making the Products, without prior written
permission to do so from M LEGO. The Client undertakes, should it fail to comply with this clause, to
pay M LEGO an amount equal to six months’ salary plus contributions per employee recruited from

14.1. M LEGO may terminate the Contract as of right with immediate effect in the event of a failure on
the part of the Client to pay all or some of the price charged by the relevant due date.
14.2. Each of the Parties may terminate the Contract as of right in the event of a serious failure by the
other Party to fulfil any of its basic obligations, if formal notice to do so - sent by registered letter with
acknowledgement of receipt - fails to produce the desired effect within one month.

The rights and obligations arising from the Contract shall be transferable by M LEGO to any companies
within the AUREA group, but may not be assigned and / or transferred by the Client to any third party
without prior written permission to do so from M LEGO. If this provision is contravened, M LEGO shall
be entitled as of right to terminate the Contract.

The Contract shall be governed by French law. The Parties shall attempt to find an amicable solution to
any difficulties that may arise with regard to the wording, interpretation, implementation or termination of
the Contract. Should this prove impossible, the matter shall fall within the exclusive jurisdiction of the Le
Mans ‘Tribunal de Commerce’ (commercial court), notwithstanding multiple defendants or proceedings
against guarantor, and including urgent proceedings.