General Terms and Conditions of Sale

2026-09-10

PREAMBLE

WESTLINE SARL, registered with the Trade and Companies Register of Versailles under number B401922257, having its registered office at: 20 rue du Buisson Richard, 78600 Le Mesnil-le-Roi, France, represented by Mr. Dumitru-Mircea CHIOREAN in his capacity as Managing Director, is a company specializing in the manufacture of electronic products, the provision of engineering services, and consulting in electronics and industrial IT.

The Client, a natural or legal person, expressly declaring to act in direct connection with their professional or commercial activity and to be registered with the Trade Register of their region or country (in the event that their registered office is outside France), has approached WESTLINE SARL in order to acquire the products and services offered by the latter.

Article 1 – General Terms and Conditions

The purpose of these general terms and conditions of sale is to define the conditions under which WESTLINE SARL (hereinafter referred to as ‘WESTLINE’) provides the Client with product sales or services agreed to by WESTLINE. These general terms and conditions apply to any sale of products, equipment, and provision of services, unless expressly excluded or waived in writing by WESTLINE. Any special conditions or specific requirements of the Client regarding WESTLINE products and services, mentioned for example in the purchase order or the Client’s general terms and conditions of purchase, shall not be binding on WESTLINE.

These general terms and conditions, as set forth in their entirety on the website https://www.westline.fr/cgv, can only be set aside or modified by express specific provisions accepted in writing by WESTLINE. They prevail over all other contractual and commercial provisions whatsoever. Therefore, any other document such as the Client’s general terms and conditions of purchase, commercial proposals, prospectuses, or catalogs are expressly excluded from the contractual documents.

Article 2 – Modifications to the General Terms and Conditions of Sale

These general terms and conditions of sale may be modified by WESTLINE at any time and without prior notice, the version enforceable against the Client being the one in force on the date the order is placed. This version takes precedence over any other version modified subsequently, with the exception of modifications taking into account legal and regulatory developments, which apply immediately to any ongoing order. However, an exception may be made to this provision for services with continuous execution for which WESTLINE reserves the right to make any modifications to the general terms and conditions of sale that it deems necessary or useful, and which shall apply immediately.

In this case, WESTLINE undertakes to inform the Client of the content of these modifications without delay, by any means of its choosing. In the event of disagreement with the new general terms and conditions of sale, the Client may, within a period of thirty (30) days, proceed to terminate their order, without being entitled to any compensation of any kind. Otherwise, the new general terms and conditions of sale shall be deemed accepted in their entirety.

Article 3 – Orders

Any order for products and/or services placed with WESTLINE implies the Client’s unreserved acceptance of these general terms and conditions of sale, as set forth in their entirety on the website https://www.westline.fr/cgv. Indeed, it is expressly understood that the placing of an order by the Client constitutes full, complete, and unreserved acceptance by the Client of the general terms and conditions of sale. For each order, the Client is deemed to have consulted and accepted these general terms and conditions of sale and, where applicable, the associated contractual documents.

If one or more provisions of these General Terms and Conditions of Sale are held to be invalid or declared as such pursuant to a law, regulation, or following a final and binding decision by a competent court, the remaining provisions shall retain their full force and scope. WESTLINE is bound only by written order confirmation sent to the Client, or by an order referring to a written offer. The order may not be canceled or modified without the express agreement of WESTLINE.

Article 4 – Delivery

All goods are shipped, freight and packaging included, at the expense and risk of the Client. The delivery times mentioned are an estimate given for information purposes only and depend notably on the performance by the Client of agreed arrangements and formalities within the set deadlines. Delivery times shall not engage WESTLINE’s liability.

The order cannot be canceled for delivery delay except with the express written agreement of WESTLINE. Products (hardware and software) are packaged by WESTLINE in accordance with customary practices in the matter. WESTLINE reserves the right to choose the mode of transport and the carrier. Delivery of the products is made to the address and premises indicated in the purchase order. It is important that the Client informs WESTLINE, when ordering, of any difficulties likely to be encountered by the carrier during delivery (access badge, entry code, no elevator, etc.).

Delivery costs are those in force on the date the order is transmitted. They shall be borne entirely by the Client and included separately on the invoice. Delivery of the products is deemed completed by WESTLINE upon handover to the carrier. Products (hardware and software) travel at the Client’s own risk, regardless of the mode of transport and terms of price definition. Shipments are made freight collect for all orders. The expected or indicated delivery times are specified for informational purposes. The Client waives the right to rely on potential delays to cancel the order or claim any damages whatsoever.

Upon receipt of the products, the Client must check the condition of the packaging, as well as the condition and conformity of the products. In accordance with the provisions of Article L.133-3 of the French Commercial Code (Code de commerce), any dispute regarding quantities delivered or the condition of the products upon delivery must be made by the Client to the carrier within the statutory period, with a copy sent by registered letter with acknowledgment of receipt (A.R.) to WESTLINE. Failing this, no claim can be considered.

The return of products cannot be made without the express authorization of WESTLINE. Product returns are made at the expense and risk of the Client. Returned products must be carefully packaged so as to reach WESTLINE without damage. In the event that defectiveness or missing products are directly attributable to WESTLINE and not to the carrier, the Client may request WESTLINE to replace non-conforming products, without the Client being entitled to any compensation or to the cancellation of their order.

Any claim made by the Client under the conditions and according to the procedures described in this article shall not suspend full payment by the Client for said products. Any product received that has not been subject to reservations shall be deemed accepted by the Client. In the event of resale of products by the Client, unsold inventory will not be taken back by WESTLINE.

Article 5 – Installation

To the extent that WESTLINE agrees to perform installation, it is carried out at the expense and risk of the Client according to the terms agreed upon in the order confirmation.

The Client is responsible for obtaining all necessary authorizations and permits concerning the delivery, installation, and commissioning of the delivered product.

Article 6 – Payment Terms

Unless expressly agreed otherwise, any invoice for product delivery must be settled by the Client within thirty (30) days from the invoice date, and any provision of services must be paid in full upon receipt of the invoice. Payments are sent to WESTLINE by check, bill of exchange, or bank transfer. If payments are not made within the specified deadlines, invoices shall automatically be increased, without prior formal notice, by way of a penalty clause, by 1.0% for each month commenced starting from the invoice date, at any time, without prejudice to any legal action for damages for loss caused.

The Client is not authorized to withhold payments by making claims not expressly recognized in writing by WESTLINE. Should this occur, the Client forfeits their right to make claims under the warranty below.

Sold equipment remains the full and exclusive property of WESTLINE until full payment of the price. By ‘full payment’, the parties mean the actual receipt by WESTLINE of the payment from the Client, including principal, fees, and taxes. Ownership of software is never transferred. The transfer of risk relating to products occurs upon handover to the carrier. It is therefore up to the Client to insure and maintain in force an insurance policy with a notoriously solvent insurance company in order to cover all risks (notably damage and loss) that may affect the products purchased and not yet fully paid for.

The Client is prohibited from reselling, incorporating, transforming, leasing, or granting as security all or part of the products prior to full payment of the amounts due to WESTLINE. In the event of failure by the Client to pay the full price when due, WESTLINE shall be entitled, without losing any of its other rights and without the Client being able to prevent it: to unilaterally and immediately have an inventory drawn up of unpaid products held by the Client and, if applicable, demand the immediate return of products at the Client’s expense and risk; to demand from the Client, by registered letter with acknowledgment of receipt or by bailiff’s summons, the return of products at the Client’s expense and risk. The Client shall bear the litigation service costs as well as any legal and judicial costs.

The submission of a commercial draft constituting an obligation to pay does not constitute payment. Failure to pay any single installment may lead to repossession of the product under this clause. In the event of seizure of the product by a third party, the Client is required to inform WESTLINE immediately.

Article 7 – Retention of Title

WESTLINE retains ownership of the delivered product until effective payment of the full price in principal, fees, and taxes included. Ownership of software is never transferred.

The Client benefits, with respect to software, from a personal, non-transferable, and non-exclusive user license for an indefinite duration, to the exclusion of any ownership rights. Software shall be used solely for the Client’s own needs, in accordance with its intended purpose and the instructions contained in the associated documentation. Rights to use software are granted for the version available on the date of the order, as well as for new versions where applicable. Any use not expressly authorized by WESTLINE under these general terms and conditions of sale is unlawful pursuant to Article L.122-6 of the Intellectual Property Code.

The Client refrains from making any copy of the software, any reproduction, and adaptation, whether total or partial, except that strictly necessary for the use of the software packages/software and the security of its processing operations. The Client may not, directly or indirectly, communicate, make available, or assign software to a third party not party to these general terms and conditions of sale, whether free of charge or for valuable consideration. The Client shall refrain from any act that could infringe upon the rights of authors or their successors in title.

In particular, the Client is prohibited from disposing of it to resell or transform it. These provisions do not prevent the transfer to the Client, upon delivery, of the risks of loss and deterioration of the delivered product as well as damage it may cause.

Article 8 – Product Information and Technical Documentation

WESTLINE accepts no liability for the accuracy of information, data, etc., distributed in catalogs, brochures, or other documents unless the contract specifically refers to such data or information. Furthermore, all capacity, weight, and measurement specifications, etc., must be considered as mere estimates.

The Client is entirely responsible for the choice of product and its ability to achieve expected results and suit its intended purpose. All sketches, catalogs, and other documents presented to the Client before or after the contract remain the property of WESTLINE and cannot be used by the Client for purposes other than those agreed upon. They may not be copied, transferred in any manner whatsoever, or brought to the knowledge of a third person without WESTLINE’s authorization.

Article 9 – Warranty

WESTLINE warrants products against all manufacturing defects for a period of one (1) year from the purchase date. In any case, consumables are not covered by warranty. WESTLINE can only be held responsible for design or manufacturing defects of the product.

All products delivered wired in the form of an electronic circuit board (requiring additional wiring to make them operational) benefit from a 6-month warranty from the purchase date.

Any defect must be notified to WESTLINE in writing within ten (10) days following its appearance and in any case within the warranty period. If this condition is not met, the Client shall lose all remedies under this heading after this timeframe.

If during this warranty period, the product is proven to be defective, it will be repaired or replaced at WESTLINE’s choice. Liability is limited solely to goods supplied by WESTLINE and does not apply to damage, injury, or loss of income arising from a defective component. The Client’s sole obligation and remedy shall be limited to this repair or replacement. Such measures taken by WESTLINE are considered complete and final settlement of all claims and prohibit any contract termination on the part of the Client.

Article 10 – Limitation of Liability

WESTLINE shall not be held liable for damages not attributable to it, particularly in the following situations, which are excluded from any warranty:

• The defect is due to erroneous data and sketches provided by the Client; • The product is used for purposes other than those recommended by WESTLINE; • The product is modified, repaired, or certain parts are replaced without WESTLINE’s agreement; • General and customary maintenance instructions are not observed; • The delivered product is not handled correctly; • Consequences of abnormal installation or use.

Liability is limited solely to goods supplied by WESTLINE and does not apply to damage, injury, or loss of income arising from a defective component.

WESTLINE reserves the right either to repair or replace this item, or to issue a credit note for the value of the invoiced price. Such measures taken by WESTLINE are considered complete and final settlement of all claims and prohibit any contract termination on the part of the Client.

Article 11 – Timeframes, Returns, Disputes, Claims

Unless specific provisions are indicated by WESTLINE, equipment benefits from a manufacturer warranty for parts and labor for one (1) year from delivery. Any equipment proving defective during the warranty period shall, at WESTLINE’s choice, be replaced, repaired, or subject to a credit note without any cost to the Client, with the exception of transport costs invoiced at the tariff in force. No return under this warranty may be made to WESTLINE without its prior written agreement.

This warranty is expressly excluded on the one hand in the event of non-payment by the Client, and on the other hand in the event of failure to comply with installation, use, and/or maintenance standards for the equipment, namely in particular: use of supplies other than those provided for their proper operation; modifications to equipment either by the Client or by technicians foreign to WESTLINE; interconnections non-compliant with equipment and software specifications. By virtue of its professional status, the Client expressly waives the application of the statutory warranty pursuant to Articles 1641 et seq. of the Civil Code (Code Civil).

A return can only be made on goods that have undergone no modification or alteration, in the original packaging or conditioning, and with all documents relating to these goods. Returns are carried out exclusively at the Client’s charge, expense, and risk.

In the case of under-warranty repairs, the defective part will be sent to WESTLINE at the Client’s expense and returned to the Client once repaired or replaced at WESTLINE’s expense. If the intervention of a technician proves necessary, corresponding travel expenses are borne by the Client. All out-of-warranty repairs are payable in cash and cannot be subject to deferred payments.

WESTLINE’s warranty is limited to the above provisions. The Client cannot, under any circumstances, claim damages such as incurred costs, resulting losses, lost profits, or other losses due to late delivery or a product defect. WESTLINE is not liable for damage caused by the product.

Conditions of application of the conventional warranty: Sold goods are guaranteed against any operational defect resulting from a material, manufacturing, or design defect, under the conditions below.

The warranty is excluded:

• If the defective material or design originates from the Client; • If the operational defect results from an unauthorized intervention on the good; • If the defective operation results from normal wear and tear of the good or negligence or lack of maintenance by the Client; • If the defective operation results from force majeure.

Nevertheless, any modifications made, disassembly, addition of peripherals without our prior written agreement, any misuse, and non-compliance with user manuals and operating conditions (temperature limits, power supply voltage values, etc.) automatically void the warranty. Likewise, the warranty shall not cover damage caused by over-voltages, lightning, wiring errors, humidity and condensation, drops, and general lack of care. In all cases, an expert assessment of equipment deemed defective will be conducted by WESTLINE.

Article 12 – Use Restrictions

The sold goods are not intended for and may not be used in life support and artificial life-support equipment, human body implants, nuclear equipment or systems, or for any other use in which a defect in the goods could cause death or severe damage to movable or immovable property.

WESTLINE disclaims all liability and obligation and cannot be held responsible for any harmful consequences that may result from a violation of usage rules by the Client, who undertakes to indemnify and hold WESTLINE harmless against any damage, cost, or liability that the latter might suffer in such event.

Article 13 – Force Majeure

Initially, cases of force majeure shall suspend obligations under these terms. WESTLINE shall not be held liable for delay or failure to perform its obligations in cases of force majeure, particularly in cases of natural disasters, severe weather, fire, explosion, flood, national strike, accident, riot or civil commotion, abnormal delay caused by a supplier, shortage of products and materials.

If cases of force majeure persist for more than one (1) month, said obligations shall be automatically terminated. Expressly, events usually retained by the case law of French Courts and Tribunals are considered cases of force majeure or fortuitous events.

Article 14 – Infringement of Patents or Registered Designs

The Client may not reference or use trademarks, logos, documents, projects, studies, or any other intellectual property right belonging to WESTLINE except with the express, written, and prior authorization of WESTLINE and for the sole purpose of promoting the resale of products and/or services marketed by WESTLINE under normal conditions with respect to its activity. WESTLINE reserves the right to oppose, cease, or demand compensation for any use it deems unfair, constituting an act of commercial parasitism or contrary to its image or rights granted or licensed to it.

The Client shall compensate WESTLINE for all penalties and costs to which WESTLINE may be exposed as a result of realizations carried out according to specifications with patents or registered designs.

Article 15 – Termination – Cancellation

In the event of a breach by the Client of the obligations of the general terms and conditions of sale not remedied within a period of fifteen (15) days from the sending of a registered letter with acknowledgment of receipt notifying the breach in question, WESTLINE may automatically terminate or cancel the order(s) without prejudice to any damages to which it might be entitled hereunder.

Article 16 – Jurisdiction and Governing Law

These general terms and conditions are subject to French law. This applies to substantive rules and formal rules, notwithstanding the locations of execution of main or ancillary obligations. The application of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 and the Hague Convention on the Law Applicable to International Sales of Goods of July 1, 1964, are not applicable in commercial relations between WESTLINE and the Client.

The original version of this text is available in French. However, the French version shall prevail in the event of an interpretation dispute. IN THE EVENT OF DISPUTE, EXPRESS JURISDICTION IS ATTRIBUTED TO THE COMMERCIAL COURT OF VERSAILLES (TRIBUNAL DE COMMERCE DE VERSAILLES), NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS.