Offers

Our offers, in whatever form they may appear (catalogues, price lists, quotations, studies, etc.), are based on the information provided by the buyer.
Unless expressly stated otherwise, they only bind DEFINOX for the validity period indicated on the quotation or offer issued by our company.

During this validity period, DEFINOX undertakes to maintain the prices, quantities, and conditions specified in the offer.
Beyond this period, prices, quantities, lead times, and conditions are provided for information only and may be revised.

Article L441-1 of the French Commercial Code stipulates that the general terms and conditions of sale constitute the sole basis for commercial negotiation. Your sales contact is available to discuss these conditions prior to any order. Failing this, no purchasing terms shall prevail.

Orders

Orders must be placed in writing. They are deemed firm upon receipt. We are only bound by orders once confirmed in writing by us, via an acknowledgment of receipt specifying our acceptance of quantities, prices, and delivery times.

Our company reserves the right to refuse any order from a buyer with whom a previous dispute exists or has existed.

Order modification or cancellation

Any order accepted by DEFINOX is firm and final. It constitutes a contract between the buyer and our company.
Any request for modification, suspension, or total or partial cancellation of an order must be made in writing and will only be valid after express acceptance by DEFINOX.
In the event of cancellation accepted by DEFINOX, equipment already manufactured, in production, or reserved for the order will be subject to a fixed restocking fee as follows:

Any deposit paid may be retained as compensation within these percentages.

Tooling, drawings, prototypes, or studies carried out at the buyer’s request remain the exclusive property of DEFINOX, even in the event of order cancellation.

Delivery periods

We are bound by the delivery times we indicate. These lead times start from the day the agreement between the parties is complete and final. Failure to meet these deadlines shall not incur our liability in cases of force majeure, such as war, disaster, epidemic, total or partial strike in our facilities or those of our suppliers, etc. Likewise, we shall be released from any commitment regarding delivery times if the buyer fails to comply with payment terms or does not provide, in due time, the documents, information, spare parts, or raw materials necessary for proper execution of the order. The delivery time will be extended by the duration of inspections requested by the buyer from external bodies.
In general, in the event of non-performance by the buyer of its obligations, we reserve the right to suspend any delivery.

Shipment

The transport and delivery terms for goods are determined by the Incoterm expressly agreed in the order. The Incoterm stated in the order takes precedence over any contrary provision in these General Terms and Conditions of Sale.
In the absence of a specific Incoterm agreed with the customer, we will use the DAP Incoterm by default.

The buyer is responsible for unloading the goods and checking their conformity upon delivery. In the event of apparent damage or missing items, the buyer must immediately make all necessary reservations with the carrier in the legal form and within the legal time limits.

In case of delayed unloading, refusal of delivery, or impossibility of delivery attributable to the buyer, any additional transport, immobilization, or storage costs will be borne by the buyer, without prejudice to the transfer of risk in accordance with the applicable Incoterm.

Packaging and crates are neither returned nor consigned unless expressly agreed in writing.

Delay in availability - Storage fees

When, after notification of the availability of goods, delivery or collection does not take place on the initially agreed date due to the buyer, DEFINOX reserves the right to charge the buyer storage fees equivalent to 1% of the total pre-tax amount of the stored items per month of delay started, with a minimum of €1,000 (excluding tax) per month.

The delay in availability attributable to the buyer may not exceed three (3) months from the notification of availability of the goods.

At the end of this three (3) month period, the total price of the order becomes fully payable, as soon as the goods have been made available in accordance with the order and the applicable Incoterm, and DEFINOX will invoice the entire order as well as the accumulated storage fees, regardless of the actual collection of the goods by the buyer.

From the date of this invoicing, the risks are transferred to the buyer, regardless of the Incoterm applicable to the order, notwithstanding the fact that the goods have not been collected and without prejudice to the retention of title until full payment of the price.

Receipt of goods - Complaints

The buyer must take delivery of the goods upon delivery. Any reservation related to transport (damage, breakage, shortage, theft) must be made immediately to the carrier, in accordance with Articles L133-3 et seq. of the French Commercial Code, and notified to DEFINOX within five (5) calendar days following delivery.

Apparent defects or logistical anomalies (wrong reference, missing quantity, damaged packaging) must be reported to DEFINOX within the same five (5) calendar days, with the delivery note serving as proof.

However, technical, functional, or quality non-conformities that can only be identified after opening the crates, installation, or commissioning of the products may be reported within a maximum of six (6) months from the delivery date.

After these deadlines, no claim will be accepted, except as provided under the DEFINOX commercial warranty.

In the event of recognized non-conformity, DEFINOX’s liability is limited to the replacement or repair of the defective product, excluding any other costs, compensation, or indirect damages.

Price

Our prices are quoted excluding taxes, ex-works or ex-warehouse, packaging included where applicable.

Unless expressly stated otherwise, our prices are firm until the delivery date specified in our order confirmation.

Our price lists are revised once a year, on January 1st, and apply during the validity period of the quotation.

However, in the event of an exceptional variation in the cost of raw materials, energy, transport, taxes, or any other economic factor significantly impacting the cost price, we reserve the right to revise the price basis during the year, with one month’s notice.

In the event of a price revision, the new price will be notified to the buyer in writing. If the buyer does not submit a written objection within 8 days of notification, the new price will be deemed accepted. In case of objection, the parties will endeavor to reach an amicable agreement. Failing agreement within 30 days, either party may terminate the relevant order without compensation, with amounts already paid under the order remaining acquired by our company for services already performed.

The revised prices will automatically apply to all orders in progress on the effective date of the revision.

Payment

Unless otherwise stated in our order confirmation, our products are payable by bank transfer before shipment. Regardless of the products sold, the buyer’s payments will be applied in priority to invoices relating to goods already used or resold.
If our company has serious or specific reasons to fear payment difficulties from the customer at the time of the order or thereafter, our company may condition acceptance of the order or its continued execution on immediate payment or the provision of guarantees by the customer in favor of our company.
In the event of a dispute concerning an invoice or any element thereof, the customer must notify us of the dispute within 10 days of receipt of the invoice and pay any undisputed amount shown on the invoice. If no notification is made within this period, the invoice will be considered undisputed and will be due and payable in accordance with the terms of this contract.
In accordance with Article L441-6 of the French Commercial Code, any late payment will result, at the supplier’s discretion and from the first day of delay:

• the application of late interest equal to the most recent refinancing rate of the European Central Bank plus ten points (LME No. 2008-776 of August 4, 2008);
• the application of a fixed indemnity for collection costs of €40 (European Directive 2011/7 of February 16, 2011, Law 2012-387 of March 22, 2012, and Decree 2012-1115 of October 2, 2012);
• and, when the collection costs incurred exceed this fixed indemnity, additional compensation upon justification.
  

Our company reserves the right, if it is a debtor to its own customer, to invoke contractual set-off between its claim and that of said customer, provided that these claims are certain even if not yet due.

Any late payment at the due date, regardless of the cause, will automatically render all other outstanding invoices immediately payable, regardless of their due dates or any payment facilities granted, even if they have been subject to drafts.
The sales contract(s) for which amounts have become due and remain unpaid will be terminated automatically at our discretion, without the need for any judicial formalities or prior notice. Termination will take effect on the date of notification to the buyer, by letter, email, or fax, of our intention to invoke termination of said contract(s). Costs incurred due to non-payment at the agreed due date will be borne by the defaulting buyer.

No discount will be granted for early payment.

Penalty clause

For contracts with successive performance, we reserve the right, in the event of termination by the buyer not justified by a breach on our part, to invoice the buyer for the cost price corresponding to the progress of the order, increased by 50%, and including, where applicable, storage and maintenance costs.

Transfer of title and risk

We retain ownership of the goods sold until full payment of the price, including principal, fees, and accessories. Failure to pay any of the due installments may result in the reclamation of the goods sold. Should the buyer, in breach of this clause, transfer the goods subject to the retention of title to a third party, such transfer shall constitute an irrevocable imperfect delegation granted by the buyer in our favor of the price receivable from the transfer.

The transfer of risks and ownership shall take place in accordance with the Incoterm expressly agreed in the order and accepted by the parties.

Limit of liability

The buyer declares that they are acting as a professional and have all the technical skills and information necessary to fully understand the goods ordered. The buyer is responsible for their choices regarding the goods selected to meet their needs; any recommendations from our company in this respect shall in no way incur our liability and must be treated solely as opinions.

The buyer undertakes to keep our company informed of any fact likely to impact the goods ordered. The buyer is solely responsible for the use of the goods ordered within their own equipment or services or those of third parties connected to them.

Our company’s liability towards the client is limited to compensation for direct damages, excluding indirect damages such as, in particular, commercial loss, loss of profit, loss of customers, loss of time, loss of opportunity, actions brought by third parties against the client and/or any resulting judgment, financial costs, or damage to brand image. The total amount of compensation or indemnity possibly owed to the client by our company is limited to the sums actually paid by the client to our company under the relevant contracts.

In any case, the maximum liability of our company towards a client shall never exceed, for any reason whatsoever, the remaining balance of the coverage limit granted by its insurance company for the relevant calendar year. The client understands and accepts that an insurance amount reduced by sums already indemnified during the calendar year prior to the claim against our company will apply.
Beyond the above maximum liability, the client irrevocably waives any right to pursue our company. The client shall indemnify and hold harmless our company, its officers, employees, agents, and subcontractors against any action, claim, demand, or challenge from the client’s customers, partners, sponsors, suppliers, or subcontractors, as well as against all associated costs, losses, damages, and expenses that our company may incur in this context, beyond the above maximum liability.

Guarantee

DEFINOX guarantees its products for 5 years excluding wear parts and 1 year for wear parts, against any manufacturing or raw material defect, within the limits of the service conditions defined in our technical documentation.
The warranty does not apply if all invoices issued by our company for the goods concerned have not been fully paid.

The commercial warranty applies from the shipping date indicated on the delivery note, regardless of the identity of the purchaser, and is fully transferable to any end user.

The conditions of application, exclusions, and coverage details are specified in the official document:
PR1_Garantie_Definox_FR_oct_2025 – “DEFINOX Warranty,” available upon request or for download at eshop.definox.com.

The warranty applies subject to:

• compliance with DEFINOX technical instructions;
• installation, use, and maintenance in accordance with our recommendations;
• use of original DEFINOX spare parts;
• absence of unauthorized modification of the product;
• and, for actuators, the use of dry filtered air compliant with DIN/ISO 8573-1 standard.

The availability of spare parts is guaranteed for a minimum of 10 years after the end of production of the product, excluding electronic components.
Any warranty claim must be made in writing to: sav@definox.com and include precise references of the product concerned (order or work order number, description of the non-conformity observed).
Any equipment returned without prior authorization from customer service will not be eligible for coverage.

In the event of a defect recognized under the warranty and subject to prior agreement from customer service, DEFINOX undertakes, at its sole discretion, to:
• repair or replace the defective product,
• or, failing that, refund the product concerned.

Transport costs related to product exchange are covered by DEFINOX.
Labor, disassembly/reassembly, and on-site intervention costs remain the responsibility of the customer.
The warranty does not cover indirect costs, loss of operations, or any other intangible damage resulting from a product defect.

For more information on warranty and maintenance procedures, refer to the document “PR1_Garantie_Definox_FR_oct_2025” and the “After-Sales Service” section of these General Terms and Conditions of Sale.

After-sales service "SAV"

The company provides its customers with an after-sales service (SAV) for the equipment sold, including technical assistance, repair, replacement of defective parts where applicable, and refurbishment of equipment either at the buyer’s site or at our premises. The SAV applies exclusively to products sold by the company and under the conditions defined below:

Eligibility Conditions
The SAV is valid during the warranty period specified in the “WARRANTY” section of these terms. Any SAV request must be made in writing to sav@definox.com and include a purchase reference.
The SAV does not cover damage resulting from misuse, improper storage or maintenance, unauthorized modifications, negligence, accidents, or force majeure.

Procedure and Lead Times
Any SAV request must be sent to our customer service department. After evaluation, the company will determine whether the product should be repaired on-site, returned to our workshops, or replaced.
Return shipping costs for equipment are borne by the buyer unless expressly agreed otherwise. Processing times depend on the nature of the problem and the availability of parts; the company undertakes to keep the customer informed of the request status as quickly as possible.

Return / Equipment Take-Back
The equipment take-back under these conditions will be limited to €100,000 per year.

Limitation of Liability
The SAV is strictly limited to the repair or replacement of equipment recognized as defective.
After-sales service (SAV) is expressly subject to the liability limitations set out in the “LIMITATION OF LIABILITY” section of these General Terms and Conditions of Sale.

Training

Our company offers training courses related to the maintenance of the equipment sold. Training sessions are delivered in person according to the program communicated to the buyer.

Registration and Payment Conditions
Registration for training is confirmed after our acceptance by sending an order acknowledgment.
The program, duration, and format of the training are specified in the program communicated to the buyer. (Our company reserves the right to adapt the educational content to meet the technical needs of participants.)

Cancellation and Refund
Any cancellation must be notified in writing to the company.
For any cancellation made less than 10 working days before the training date, we reserve the right to charge 50% of the order amount.

Intellectual Property and Confidentiality
The educational content, materials, and documents provided as part of the training are protected by intellectual property rights and may not be reproduced, distributed, or used for other purposes without the written authorization of our company.

Liability
The company uses all reasonable means to ensure the quality of the training but does not guarantee specific results. Its liability is limited to the proper execution of the training in accordance with the program communicated to the buyer.

Personal data

Personal data collected from Buyers is processed electronically by the Supplier. It is necessary for order processing, management of the commercial relationship, and compliance with legal and regulatory obligations. Data will be retained for as long as necessary to fulfill orders and any applicable warranties.

The data controller is the Supplier. Access to the data is strictly limited to authorized personnel of the Supplier or its subcontractors bound by a contractual confidentiality obligation.

Except in the cases mentioned above, the Supplier undertakes not to sell, rent, transfer, or grant access to data to third parties without the prior consent of the individuals concerned, unless required to do so for a legitimate reason.

In accordance with the General Data Protection Regulation (GDPR) and the French Data Protection Act of January 6, 1978, as amended, any person concerned has rights of access, rectification, restriction, objection, erasure, and portability, which they may exercise by mail to the Supplier’s headquarters (data controller) or by email at:rgpd@definox.com​

In the event of a dispute, a complaint may be filed with the CNIL (French Data Protection Authority).

E.E.C regulations

Compliance with Applicable Regulations:
Our products do not operate independently. If the installation or machine in which our product is integrated is subject to national or supranational regulations, it is the installer’s responsibility to ensure that the machine or installation complies with such regulations.

Sales to foreign customers

Unless otherwise stipulated in writing, any disputes or litigation arising from the execution of a sale concluded with a customer established outside French national territory shall be settled solely by reference to these General Terms and Conditions of Sale and any specific agreements concluded between our company and its foreign customer.

In particular, the Vienna Convention of April 11, 1980 on International Sales shall not apply.

As a subsidiary provision, and in the event of insufficiency of these General Terms and Conditions of Sale and any specific agreements, French law shall apply.

French is the reference language for our commercial and technical documents. They are available at least in English and Spanish.

Disputes

All disputes and claims shall fall under the exclusive jurisdiction of the Commercial Court of NANTES, even in cases of emergency proceedings, multiple defendants, or third-party claims.

French law shall be the applicable law.

Regulation double-use goods

The supply or export of the Product may be subject to applicable sanctions or other regulations that could be interpreted by any public authority or court to prohibit or restrict the performance of an offer/purchase order/contract, or require prior authorization from competent authorities.

No entity within our company group shall under any circumstances be subject to any obligation or liability or be bound by any action that, in our sole judgment, could violate any applicable sanctions or regulations.

Our company reserves the right to unilaterally cancel the offer/contract/purchase order without incurring any liability for damages or losses arising from such cancellation, in the event of an export prohibition, modification, or revocation.

Notwithstanding any provisions stated elsewhere in the offer/contract/purchase order, our company shall always have the right to suspend and/or terminate the offer/contract/purchase order if it becomes subject to embargo, sanction, or any similar commercial or export restriction, including all EU trade sanctions and/or restrictions, whether foreseen or unforeseen at the time of formation of the offer/contract/purchase order. To avoid any uncertainty, our company shall always have the right to suspend and/or terminate the offer/contract/purchase order if such trade sanction or restriction, not applicable at the time of formation of the offer/contract/purchase order, is subsequently imposed or adjusted by competent authorities.

CGV DEFINOX

IT.CDFX 234 – October 2025 – ind 6 V1