1. General Terms and Conditions of Sale
General Terms and Conditions of Sale (effective February 1, 2023)

Article 1: General Provisions
These provisions define the terms and general conditions of sale for products, materials, equipment, and all services provided by Savoie Process, an SAS with a capital of €5,000, whose registered office is at 31 rue Cuvier 69006 Lyon, registered with the Lyon Trade and Companies Register under number 948 577 887, SIRET 948 577 887 000 11 APE 7112B, VAT Identification No.: FR53948577887, for the benefit of the Client. In the absence of a specific contract concluded between Savoie Process and its client, the services rendered are subject to the GTC described below. Any order placed and any contract concluded with Savoie Process implies the client’s full and unreserved acceptance of these GTC, unless previously agreed upon in writing by Savoie Process. The fact that Savoie Process does not enforce any clause established in its favor in these conditions cannot be interpreted as a waiver on its part to avail itself of it. No order cancellation by the client may occur without prior agreement on compensatory damages.

Article 2: Nature of Services
Savoie Process offers consulting services to companies in the following areas: Study of industrial processes for the construction of turnkey installations in the cosmetic, food, and pharmaceutical sectors. Implementation of production facilities through subcontracting. All services provided by Savoie Process are intended for professional subscribers and meet the needs essential to their activity. In addition to this activity, Savoie Process may also act on behalf of its clients in the area of assistance and support for their clients on their industrial projects.

Article 3 : Quotation and Order
Savoie Process intervenes upon the client’s express request. Quotations provided by Savoie Process are valid for a period of one (1) month unless otherwise specified. The quotation sent by Savoie Process to the client specifies: the nature of the service, the price of the service excluding taxes, the amount of any discounts and rebates, payment terms, the schedule detailing the client’s and provider’s actions and obligations, as well as completion deadlines, and a reminder of the client’s full and unreserved acceptance of the GTC. To confirm their order firmly and definitively, the client must return this quotation to us without any modification: either by postal mail duly signed and dated with the mention “Agreed” by the legally responsible person and with the company stamp, or by email expressing the client’s consent.
Any order duly accepted by Savoie Process constitutes a valid contract subject to the collection of an advance payment and, depending on the case, the notification of a bill of exchange, a documentary credit, a Stand-By letter of credit, or a guarantee.
For each order, Savoie Process is entitled to request an advance payment of up to 30% of the total amount, payable upon signing the Contract by bank transfer or SWIFT. The payment of the balance is set according to the terms of the order.
In the event of an order modification by the Client or Savoie Process, or an order cancellation by the Client, all costs, outstanding amounts, fees, supplies, works, direct or indirect losses incurred by Savoie Process will be invoiced to the Client and payable according to the terms of these Conditions.
In the absence of receipt of the client’s agreement and advance payment, or from the quotation’s expiration date, the quotation proposal is considered canceled, and Savoie Process reserves the right not to commence its service. Order validation implies the client’s full and unreserved acceptance of these GTC.

Article 4: Prices
The prices of the services are those detailed in the quotations or contracts accepted by the client. They are expressed in euros and are subject to VAT. Prices are valid only for the specified quantities and provided that the order is placed within the stipulated deadlines. If, during the execution of the order, the client makes modifications to the work specification or the characteristics of the equipment, the eventual cost of these additions or modifications will be borne exclusively by them. Modifications may also, if applicable, justify an increase in the initially planned deadlines. It is agreed between the parties that payment by the client for the entire service constitutes final receipt and acceptance of the services.

Article 5: Costs – Disbursements
Unless otherwise stipulated in the order, the Client agrees that accommodation, catering, and travel expenses in France, in the Client’s country, or in countries targeted by Savoie Process, shall be borne by the Client. All other expenses incurred by Savoie Process are reimbursed by the Client upon presentation of an invoice issued with corresponding supporting documents.
When Services are suspended or delayed due to the Client’s actions, resulting in an increase in costs or duration of the Services: (i) Savoie Process will inform the Client of the circumstances and financial implications. (ii) The completion period for the Services will be extended accordingly.

Article 6: Payment Terms – Late Payment
The Client acknowledges and accepts that full payment of invoices issued by Savoie Process within the indicated deadlines constitutes an essential obligation of these Conditions. Our invoices are payable within 30 days from the invoice date, net, without discount. Payments are made at our registered office upon availability, which is deemed effective upon delivery of goods or completion of services, unless otherwise stipulated in writing.
Any delay or default in payment will automatically result in: (i) The immediate enforceability of any outstanding amount, (ii) The calculation and payment of a late payment penalty.
Any dispute concerning invoicing must be submitted in writing and in detail within 15 days of the client’s receipt of the invoice, failing which it will be inadmissible. No dispute regarding an invoice authorizes the client to defer payment of other overdue invoices, nor of the undisputed portion of the invoice. Under no circumstances may any retention be applied to the amount of our invoices. In the event of collection, including by legal means, all costs incurred by Savoie Process or by its agents as a result of reminders, various notifications for default, late payment, or partial payment, shall be borne by the Client.

Article 7: Duration and Termination
The duration of the services is defined in the quotation serving as a contract. Each party may immediately terminate the contract in the event of cessation of activity by one of the parties, cessation of payments, judicial reorganization, judicial liquidation, or any other situation producing the same effects, after sending a formal notice to the judicial administrator (or liquidator) that has remained unanswered for more than one month, in accordance with current legal provisions. In the event of termination of the agreement by the client, the client shall owe the amounts corresponding to the services rendered up to the effective date of termination and not yet paid.

Article 8: Data Transmission – Site Access
The Client must provide Savoie Process, free of charge, with all information at its disposal that may affect the provision and quality of the Services. Constituting “information” within the meaning of these Conditions are all oral or written information, computerized data, plans, codes, graphics or drawings, specifications, descriptions, brands, models, financial data, studies and reports, market strategies, product or company strategies, business relationships and lists of clients or prospects, as well as the know-how necessary for the development, manufacturing, operation, maintenance of products to be manufactured, technical knowledge, objects, samples, models, machines, apparatus, parts, tools or machining devices, as well as technical documents or instructions necessary for the mass production of contractual products.
To respond to information requests from Savoie Process submitted orally, in writing, or by email, the Client must reply diligently so as not to delay the provision of the Services. Regardless of the location where the Services are performed, the Client must also facilitate free access to the sites where Savoie Process is to operate and facilitate procedures with organizations or companies possessing any information useful for the performance of the Services. In agreement with Savoie Process, the Client must, at its own expense, organize the selection of personnel it may make available to Savoie Process.

Article 9: Confidentiality – Intellectual Property
Savoie Process undertakes to maintain confidentiality regarding the services performed and its own Clients. The Client’s written consent will be requested before their name and company name appear in any Savoie Process references on any promotional material. Savoie Process reserves the right to refuse any service that it deems contrary to its ethics or in disagreement with the Law. Savoie Process retains intellectual or industrial property rights over the Services it performs on behalf of Clients, with Clients having only a right of use limited to the terms of the order. When these rights have been expressly reserved by the Clients, the transfer of ownership occurs upon their full payment. In certain cases, Savoie Process may require its Clients to assign intellectual or industrial property rights to it due to improvements made by Savoie Process in the context of providing the Services.

Article 10: Obligations – Liabilities
Savoie Process performs the Services with the necessary competence to execute orders; Savoie Process’s obligation is one of means. Savoie Process undertakes to perform the services in accordance with best practices and in the best possible manner, under the terms and conditions of the agreement, and in compliance with applicable legal and regulatory provisions.
Savoie Process’s liability cannot be engaged for: (i) an error caused by a lack of information or erroneous information provided by the client, (ii) a delay caused by the client that would make it impossible to meet agreed-upon or legally prescribed deadlines. It is expressly agreed that we shall not be liable for any compensation for any other direct consequences or indirect losses (such as loss of production, deprivation of enjoyment, loss of profit, commercial damage…). Savoie Process’s liability, if proven, shall be limited to the ex-tax amount of the contract actually paid by the client for the service provided by Savoie Process as of the date of the claim by registered letter with acknowledgment of receipt. It is agreed with the Client that no compensation other than that provided for by these Conditions may be claimed by the Client against Savoie Process. Any unsubstantiated or unfounded Client request that incurs costs, emoluments, or fees for Savoie Process will be invoiced according to these Conditions.

Article 11: Disputes
Any dispute of any kind, in the absence of an amicable agreement, shall by express agreement fall under the exclusive jurisdiction of the courts of our registered office, to which exclusive jurisdiction is attributed. The applicable law shall be French law. In case of translation of these Conditions, only the French version shall prevail. Any contrary stipulations, even if printed on the client’s letterhead, shall not override this jurisdiction clause.