GENERAL POINTS
These conditions apply to and shall be incorporated into all contracts of sale entered into by the company PHLOX SA to all professional buyers of PHLOX’s products delivered in France and Worldwide (hereinafter “the Buyer”). Our General Conditions of Sales are applicable as of January 1st, 2007 and cancel and prevail over all previous terms and conditions or purchase conditions or standard terms of business of Buyer. By placing a purchase order, the Buyer hereby agrees and fully accepts, without reserve, the present General Conditions of Sale, and our Tariffs.

ORDERS
All orders will be by purchase orders, transmitted in writing by all means (including fax and email), specifying the price, type of products, quantity, destination and requested delivery date. Orders will be binding upon receipt of our confirmation order, which will be notified within five business (5) days following receipt of orders of Buyer. Any variation or cancellation of order by Buyer will not be effective unless received by us at the latest two business days following receipt by Buyer of our confirmation order. Any variation or cancellation after this time limit may incur Buyer’s liability and payment of damages to compensate all expenses or losses suffered by us. We reserve the right to suspend further deliveries or to cancel any confirmed order, among other remedies, in the event the Buyer fails to perform any of its obligations pursuant to the Conditions.

PRICES-CONDITIONS OF PAYMENT-PENALTIES
Prices:
Our prices are as stated in our Tariffs valid for our standard products during the current year. For products manufactured in accordance with a specification submitted by the Buyer, the applicable prices shall be as stated in our quotation and shall be valid for thirty (30) days following its issuing date. Prices are quoted in euros for one delivery, in one place and one invoice and are exclusive of taxes, duties, freight, insurance or other similar handling costs to be paid by the Buyer. All applicable duties, sales, use or excise taxes or other charges assessed or levied will be added to the purchase price and itemized and/or invoiced separately. From time to time, PHLOX may, upon prior written notice to Buyer, change the price, the payment conditions or other terms provided in these Conditions. Such new prices and terms shall apply to all subsequent orders and be effective on the date set forth in the notice. Failure of Buyer to raise objections to such change shall be deemed acceptance thereof.

Conditions of payment:
Buyer will pay PHLOX immediately upon receipt of invoice for the first order and, for the following orders and subject to the approval of our Credit Department, within thirty (30) days following date of invoices, issued after each delivery. No rebate for early payment will be granted, unless otherwise agreed in writing. Payment will be made by check, bank-wire transfer or credit letter.
Late payment-Penalties:
In case of modification in the financial or legal capacity of Buyer or more generally if we reasonably believes that the security of the indebtedness of the Buyer to PHLOX is in jeopardy or if the Buyer makes default in the payment, then we may, without prior notice, suspend all deliveries to Buyer until full payment is made, or immediately and subject to written notification, terminate all pending orders or all future contracts or request for payment guarantees. Failure to pay any installment whatsoever shall automatically result in the full amount of any balance due, or not yet due. According to articles n° L441-3 and L441-6 of French Commercial Law, a late payment penalty of ten points over the legal B.C.E. rate, as well as a flat rate of 40 euros ( forty ) is due on any amount not paid by the due date, without prior notice. Buyer will reimburse to PHLOX all costs and expenses incurred to recover said payment.

DELIVERY
Delivery dates: Our delivery dates are 48 hours for our standard products and six weeks for products manufactured according to Buyer’s specifications. Any delays will not give Buyer the right to cancel the order or to claim damages.
Transportation: The supply and delivery terms are “Ex Works” in our warehouse, as defined under the ICC INCOTERMS 2000. Delivery will be made when the products are placed at the disposal of the Buyer or its authorized courier or agent, not cleared for export and not loaded on any collecting vehicle. Except when expressly objected by the Buyer, and due to the specific value of the products, PHLOX will, under the name and on behalf of Buyer, contract an insurance policy for the transportation. Risks transfer: Title and risks of loss or damages shall pass on to Buyer upon delivery of the products as defined here above, subject to the clause “reservation of ownership” hereunder, and Buyer shall procure licenses authorizations and export formalities.

CLAIMS-RETURN PROCEDURE
Claims:
Within 48 hours following delivery, claims regarding alleged damage, defects or shortage, excluding any transport related disputes under Buyer’s responsibility and defects covered by our warranty, must be notified to us with all sufficient justification, failing which products will be deemed accepted.

Return procedure:
Return of products shall be subject to our prior approval. The Buyer must send us by fax the “Return Authorization Request” form (included in the last page of our operational manual or sent upon request) duly filled in (including the description of the default) and we will send back this form with a return number. The products must then be returned, at Buyer’s costs, within ten (10) days following receipt of our authorization, with their original packaging and not disassembled, together with the form returned by us and the carrier’s receipt or the corresponding invoice. PHLOX shall replace or repair such products at its own costs (including transportation expenses) or in case replacement is not possible, a credit note will be issued, without liability to the Buyer. Should a return be made not caused by a defect or a non conformity, or not covered by our warranty or not complying with the here above deadlines for claim or return procedure, we will forward to the Buyer the results of our examination and a quotation for our repairing or replacing the product.

WARRANTY
Conditions:
Our products shall be free from manufacturing or design defects in materials or workmanship for a period of 24 months from the purchase date. In order to benefit from this warranty, the return procedure must be fully complied with and the defect must be justified by Buyer. We shall, at our option, either refund the purchase price or repair or replace at our own cost said products. The defective parts or products will become our ownership. This warranty covers the costs of workmanship, consumables, and transportation costs. The replacement of defective parts shall not extend the duration of the warranty as defined here above. Exclusion of warranty: It is expressly agreed that PHLOX disclaims any and all responsibility whatsoever in any of the following events:
- excess voltage applied to the product (max. 24V
– continuous mode)
- excess current applied to the product (strobe mode)
- the use of a power supply with non-regulated output
- voltage reverse polarity applied to the product (Pin 2= ground/Pin 4 = +24 VDC)
- use of the product other than its normal use
- use of non-recommended clearing agent
- modification or disassembly of the product by anyone who is not part of our staff
- failure to observe the maximum storage temperature: 60° C – 140 ° F
- failure to observe the maximum operating temperature: 50° C – 122 ° F
- failure to observe the maximum operating humidity: 95 % non-condensing
- external events (fire, flood, infiltration, lighting) and impacts suffered by the product and their consequences.

Limitation of warranty:
We makes no other warranty, express or implied, to the fullest extent permitted by law, including without limitation, warranty as to merchantability, capacity or fitness for a particular purpose with respect to the products. The Buyer represents that he has been fully informed of the characteristics and operating mode of the products (including our operating manual) and that he has made his own findings on the conformity of the products to his own needs.
Our liability for any and all losses or damages resulting from any cause whatsoever, shall in no event exceed the purchase price of the products, or at PHLOX’s election, the replacement of the products. In no event, shall we be liable for incidental, special or consequential damages, including loss of profits, arising out of or in any way related to the sales made under these Conditions.