General Terms and Conditions of Sale

1. Except to the extent otherwise agreed in writing, these general terms and conditions of sale ("General Terms") shall, to the exclusion of any other general terms and conditions, apply to all contracts regarding the sale of products by etoileverte.fr to a purchaser of said Products. For the purposes of these General Terms, the following definitions shall apply: (i) “etoileverte.fr ” shall mean the entity that sells the Products to the Purchaser. (ii) “Parties” shall mean collectively etoileverte.fr and the Purchaser and “Party” shall mean etoileverte.fr or the Purchaser, as the context indicates. Any Purchaser ordering on etoileverte.fr thereby agrees with the present General Terms and Conditions of Sale.

2. etoileverte.fr acceptance of the Purchaser’s order is conditional on the Purchaser’s assent to these General Terms. Acceptance of delivery without prior objection to these General Terms shall constitute such assent.

3. The delivery dates are approximations only. The prices are exclusive of all taxes and other public charges.

4. If the Purchaser fails to make any payment when due or if the Purchaser’s credit is for any reason no longer acceptable, etoileverte.fr may, at its discretion, consider the order cancelled.

5. etoileverte.fr warrants that the Products, as delivered, will comply with etoileverte.fr ’s standard specifications in effect at the time of manufacture ("Specifications"), subject to customary tolerances. The Purchaser assumes all risk and liability arising from conversion of the Products, including without limitation use of the Products in combination with other substances or material. The warranty above is exclusive and is in lieu of all other warranties, whether written or oral, implied or statutory, including without limitation any warranty with respect to hidden defects, merchantability or fitness for an intended purpose or particular use.

6. The liability of etoileverte.fr for Products found not to comply with the above warranty ("Non-Conforming Products") shall be limited, at the sole election of etoileverte.fr , to refunding the purchase price of the Non-Conforming Products or replacing the Non-Conforming Products. The Purchaser shall notify etoileverte.fr in writing of any Non-Conforming Product within two (2) working days after discovery of such Non-Conforming Product, but no later than fifteen (15) days after delivery. If not so notified, etoileverte.fr shall have no liability as to such Non-Conforming Products. etoileverte.fr assumes no liability with respect to any Non-Conforming Product which has been used or processed after the discovery of the non-conformity.

7. No claim shall be allowed in respect of a Product which has been altered, neglected, improperly stored, damaged or used by the Purchaser in any manner which adversely affects its performance.

8. If the quantity of Products delivered by etoileverte.fr falls below customary or agreed tolerances (as applicable), etoileverte.fr's sole obligation shall be to deliver additional Products to make up for any such deficiency.

9. Etoileverte.fr shall not be liable to Purchaser for failing to fulfill its obligations as a result of circumstances beyond its reasonable control, including without limitation fire, explosion, accident, strike, lockout, flood, drought, embargo, war (whether declared or not), riot, act of God or the public enemy, action of any governmental authority, general shortage of material or transportation, or the delay or non-performance of a subcontractor due to the above reasons.

10. Each Party’s maximum liability to the other for damages arising from the sale and purchase of Products shall never exceed the net invoiced value of the relevant delivery. In no event, whether as a result of contract, warranty, tort (including negligence), strict liability or otherwise, shall either Party be liable to the other for loss of profits, business, revenue, goodwill, use, data, electronically transmitted orders, other economic advantage, consequential, incidental, indirect, special or punitive damages, including but not limited to loss of production, loss of business reputation or opportunity, loss or excessive utilization of raw material or energy, plant shut down, cost of capital, labor charges and the like, even if such Party has been previously advised of the possibility of such damages.

11. These General Terms, as well as any other terms and conditions that form the sales contract for the Products to be sold hereunder, shall be interpreted and construed in accordance with the laws of the country in which the contracting etoileverte.fr entity is located, without, however, giving effect to the rules on conflict of laws within such jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising out of, or in connection with, the sale of Products hereunder shall be finally settled by arbitration. The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association for disputes governed by U.S. law, and in all other cases the Rules of Arbitration of the International Chamber of Commerce. The arbitration proceedings shall be conducted in the English language by one or more arbitrators appointed in accordance with such rules, and the place of arbitration shall be etoileverte.fr 's domicile. etoileverte.fr shall, however, additionally be entitled to lodge claims concerning the collection of outstanding debts in any court relevant to the Purchaser's business or residence.

12. The provisions of these General Terms are intended to be severable. If any provision or part thereof is held invalid, then the rest of the General Terms shall remain in full force and effect.