Terms and conditions of sale

MicroMécanique General Terms and Conditions of Sale
Version 07/2026

ARTICLE 1. ENFORCEABILITY

MicroMécanique has developed expertise in the high-precision, bespoke machining of tungsten carbide tools (hereinafter ‘MicroMécanique’).

These general terms and conditions govern the contractual relationship between MicroMécanique and any natural or legal person placing an order for its products or services (hereinafter the ‘Customer’).

These general terms and conditions of sale constitute the sole terms on which MicroMécanique enters into the contractual relationship. They may only be supplemented and/or amended by the specific terms of the contract. Any amendment proposed by the Customer must be signed by MicroMécanique.

Any order implies the Customer’s full and unconditional acceptance of these general terms and conditions of sale.

The fact that MicroMécanique does not, at any given time, invoke one or more of the provisions of these general terms and conditions shall not be construed as a waiver of the right to invoke them at a later date; MicroMécanique shall at all times remain free to demand their strict application.

ARTICLE 2. ORDERS

2.1. A request from the Customer may be subject to a quotation from MicroMécanique based on the information provided by the Customer and may result in the issue of a quotation, the period of validity of which is specified therein. The Customer’s order shall be deemed firm and final upon written acceptance of the quotation or any other unequivocal expression of their agreement.

Each order from the Customer must be placed in writing or by any other means providing proof of the order, and MicroMécanique will issue an acknowledgement of receipt of the order.

2.2. Once the order has been confirmed by MicroMécanique, it becomes final. Any amendment to the order requested by the Customer after its confirmation is subject to MicroMécanique’s prior written consent and may result in a revision of the price, delivery times or any other contractual terms.

Any request to cancel a confirmed order must be made in writing by the Customer and will only take effect upon MicroMécanique’s written acceptance. Where the cancellation request is accepted before production of the parts commences, MicroMécanique may invoice for costs already incurred and which cannot be recovered (in particular, design e , programming, and

the purchase of raw materials or specific tooling), as well as a lump-sum compensation of 30 per cent of the pre-VAT amount of the cancelled order. Once production of the parts has commenced, MicroMécanique will not accept any cancellation requests. The Customer shall remain liable to pay the full price of the order.

ARTICLE 3. PRODUCTION DRAWINGS

The Customer must provide MicroMécanique with the production drawings relating to the parts to be machined and the machining operations to be carried out, and must specify its technical, functional and quality requirements.

The Customer guarantees the accuracy of the drawings and technical documents it provides to MicroMécanique. It remains solely responsible for any errors, omissions or inaccuracies they may contain.

Any modification to the drawings or technical specifications requested by the Customer after acceptance of the order must be subject to MicroMécanique’s prior agreement and may result in a revision of the price and production lead times.

ARTICLE 4. SUPPLY OF MATERIAL

4.1.  MicroMécanique supplies the material to be machined in accordance with the Customer’s specifications and, where necessary, proposes an alternative using an equivalent material. The Customer may, however, choose to supply the material to be machined to MicroMécanique themselves. This choice must be expressly stated in writing in the order.

4.2. The Customer is responsible for the material it supplies to MicroMécanique. Consequently, should the material to be machined prove to be defective during machining, MicroMécanique will notify the Customer as soon as possible and will invoice the time spent on the defective part at a rate of 95 euros per hour (excluding VAT).

MicroMécanique shall under no circumstances be held liable for the consequences of a defect in the material supplied by the Customer, including, but not limited to, material wastage, equipment downtime or manufacturing delays.

ARTICLE 5. PRODUCTION AND DELIVERY TIMES

5.1. Production lead times for machining depend on the work to be carried out. They will be indicated to the Customer in the quotation as a guide and confirmed in MicroMécanique’s order acknowledgement. Any delays shall not give rise to the cancellation of the order or the refusal of the products.

5.2. Parts are dispatched from MicroMécanique’s workshops by a carrier approved by MicroMécanique. The goods in transit are covered by insurance taken out by MicroMécanique

with the approved carrier. The cost of transport is borne by the Customer and will be invoiced to them by MicroMécanique.

5.3. Upon delivery, it is the Customer’s responsibility to check that the goods are in good condition and to note any damage or apparent non-conformity on the carrier’s consignment note within 48 hours of delivery at the latest.

The Customer must also notify MicroMécanique of any damage observed or any apparent non-conformity within 48 hours of delivery. In the absence of any reservations made in accordance with these terms, the products shall be deemed to be in conformity and accepted by the Customer, subject to the applicable statutory guarantees.

5.4. The Customer shall be responsible for and act as custodian of the Products from the time of their delivery and undertakes to take all reasonable care to preserve them and to take out an insurance policy for this purpose.

ARTICLE 6. PRICES AND TERMS OF PAYMENT

Prices are quoted in euros, exclusive of tax (excl. VAT), net of any discounts or rebates.

MicroMécanique’s invoices are payable within 30 days of the invoice date by bank transfer or by any other means of payment accepted by MicroMécanique.

ARTICLE 7. DEFAULT AND LATE PAYMENT

Any sum not paid by its due date shall, automatically and without prior notice, bear interest at the rate of twelve per cent (12%) per annum, calculated on the basis of a year of three hundred and sixty-five (365) days, from the day following the due date stated on the invoice until full payment of the sums due.

In accordance with the provisions of Articles L.441-10 and D.441-5 of the Commercial Code, this interest for late payment shall be increased by a fixed compensation for recovery costs amounting to forty (40) euros, payable automatically and without further formality, without prejudice to Micromécanique’s right to claim additional compensation, upon providing evidence, where the recovery costs incurred exceed this amount.

In the event of a party’s failure to fulfil its obligations, and in particular in the event of late payment, eight (8) days after receipt of a formal notice sent by registered letter with acknowledgement of receipt which has remained without effect, the other party reserves the right to suspend all services currently being provided, without prejudice to any other course of action.

Any invoice for which payment is obtained through legal proceedings shall give rise to the payment, by way of a penalty clause, of a lump-sum compensation equal to 15 per cent of the invoice amount including VAT, without prejudice to interest on late payment and any other sums due. This clause is governed by Article 1231-5 of the Civil Code.

ARTICLE 8. RETENTION OF TITLE

Where MicroMécanique supplies the raw materials, it retains title to the machined parts until full payment of the principal sum and ancillary charges has been made.

The Customer undertakes to clearly identify the Products as being the property of MicroMécanique; the Customer shall not pledge them or offer them as security, and undertakes to inform MicroMécanique in the event of seizure or any other intervention by a third party in respect of the Products.

Failure to pay any instalment may, as of right, result in MicroMécanique reclaiming the products, at the Customer’s expense and risk.

This clause is binding on all parties, including in the event of insolvency proceedings against the Customer.

ARTICLE 9. WARRANTIES AND LIABILITY

MicroMécanique shall not be liable for any machining work that fails to meet the Customer’s expectations where there is an error, omission or inaccuracy in the production drawings supplied by the Customer.

Where the Customer supplies the material to be machined, MicroMécanique shall not be held liable for any defects in that material.

MicroMécanique is responsible for the quality of the machining carried out in accordance with the technical specifications agreed at the time of the order.

Due to the specialised nature of the expertise and technical skills required to carry out the machining, MicroMécanique is bound only by an obligation of means regarding the organisation of its work. Consequently, it shall not be held liable for any delay in delivery resulting from a disruption to its work if it has taken all necessary measures to avoid such a problem.

MicroMécanique shall only be liable for foreseeable, direct and material damage suffered by the Customer where it is demonstrated that the sole cause stems from a non-conformity or defect in the Products, and its liability shall in any event be limited to the price of the Products concerned. MicroMécanique shall under no circumstances be held liable for indirect, immaterial or consequential damages, such as, in particular, operating losses, production losses, loss of turnover, loss of profits, loss of customers or any other economic loss suffered by the Customer.

MicroMécanique shall not be held liable for any damage suffered by the Customer arising from the Customer’s use of the Products in a manner not in accordance with their intended purpose.

MicroMécanique declares that it has taken out professional indemnity insurance covering all damages and consequences arising from any error, omission or failure to perform on its part.

The parties shall not be held liable or deemed to be in breach of contract for any delay or failure to perform resulting from the occurrence of a force majeure event within the meaning of Article 1218 of the Civil Code and French case law. The party invoking a force majeure event shall notify the other party as soon as possible.

ARTICLE 10. CONFIDENTIALITY OF INFORMATION AND TECHNICAL DOCUMENTS

In the course of fulfilling the order, either party may be required to disclose to the other party information, documents, plans, technical specifications, drawings, models, digital files, processes, know-how or any other information of a technical, commercial or strategic nature that is confidential (the ‘Confidential Information’).

Each party undertakes to maintain the confidentiality of the Confidential Information received from the other party, to use it solely for the purposes of fulfilling the order and to disclose it only to members of its staff or to any subcontractors who need to know such information in order to carry out their duties, provided that they are themselves subject to a confidentiality obligation.

The obligations set out in this article shall remain in force throughout the duration of the contractual relationship and for a period of five (5) years following its termination, regardless of the cause.

ARTICLE 11. SEVERABILITY
If any provision of these general terms and conditions of sale is deemed null and void, unlawful or unenforceable by a competent court, such nullity, unlawfulness or unenforceability shall not affect the validity of the other provisions, which shall remain in full force and effect.

The parties shall endeavour to replace the provision in question with a valid provision that most closely reflects the parties’ original intention and the overall structure of these general terms and conditions of sale.

ARTICLE 12. INTELLECTUAL PROPERTY

Drawings, machining methods, manufacturing programmes, processes, know-how, studies, technical documents, software, tools, and all intellectual property rights developed by MicroMécanique in the course of fulfilling orders shall remain its exclusive property, unless otherwise agreed in writing between the parties.

No provision of these general terms and conditions of sale shall be construed as constituting a transfer or licence of any intellectual property rights to the Customer.

The Customer undertakes to take all necessary measures to ensure that MicroMécanique’s reputation is not damaged.

ARTICLE 13. DISPUTES

This contract and all acts arising therefrom shall be governed by French law.

In the event of any dispute arising out of the performance of this Contract or its consequences, and in the absence of an amicable settlement, the parties agree to submit to the jurisdiction of the Commercial Court of ANGERS, even where there are multiple defendants.