2026-10 Version
These general terms and conditions of sale apply to all entities affiliated with MAISON MGA, namely MGA Technologies, MGA MedTech, ATG Technologies, Focussia and Alcym. All orders placed with any of these entities shall be subject to the terms and conditions set out below.
APPLICATION
These general terms and conditions of sale are brought to the customer’s attention with the sales proposal or, in case of a direct order, via the order confirmation.
All sales are concluded subject to the condition precedent of the application of the full version of these general terms and conditions of sale. It is inferred that the customer
unconditionally accepts these terms and conditions.
These general terms and conditions of sale shall prevail over those of the customer, notwithstanding any conflicting clauses provided for in its general terms and subject to
any amendments which may be made to these terms and conditions under the provisions of this clause.
Any contractual provisions contrary to these terms and conditions must be proposed to MAISON MGA in writing, separately from the pre-printed terms on the customer’s contractual documents, and prior to MAISON MGA’s acceptance of the order. In order to be binding on MAISON MGA, the proposed modification must be expressly approved, prior to order acceptance, in writing and signed by MAISON MGA.
In case of financial risk, MAISON MGA may in particular demand guarantees and/or special payment terms.
OFFER – ORDER CONFIRMATION
Offer sent to the customer has a period of validity of one (1) month, unless expressly otherwise specified.
Orders sent by the customer constitute order proposals subject to acceptance by MAISON MGA. They must be complete and all their elements precisely defined. Orders drawn up by agents and/or representatives of MAISON MGA are binding only if confirmed by MAISON MGA. An order shall be considered accepted by MAISON MGA only when the customer has received an order confirmation.
CANCELLATION OR MODIFICATION OF ORDERS
All orders placed with MAISON MGA are firm and definitive. Exceptionally, they may be cancelled or modified at the customer’s writing request on condition of MAISON MGA’s express agreement, depending on the work already undertaken. Any modification may increase the cost of the order, which shall be notified to the customer for acceptance, and/or cause delivery delays for the relevant order.
PRICES – EQUIPMENT SOLD
The prices, information and characteristics presented in the catalogues, specification sheets or other documents are for information purposes only and under no circumstances shall they be considered as firm offers. These documents are not legally binding. Prices are quoted in euros only, unless expressly otherwise specified, exclusive of all taxes for tailor made machines, products shipped ex-works, unpacked, un-assembled and non-operational. The customer shall bear all taxes, fees, costs, tax stamps and insurance premiums. For deliveries abroad, all taxes, duties, fees, and inspection costs shall be borne by the customer, as well as any costs incurred pursuant to foreign legislation. Furthermore, at any time and without notice, MAISON MGA reserves the right to carry out such modifications or improvements as it deems necessary on any product and the customer shall not be entitled to bring a claim for any damage arising therefrom.
PAYMENT
For Tailor made machines and commissioning :
– 30% downpayment, by bank transfer ,
– 20% at design acceptance, by bank transfer,
– 20% at the end of mechanical assembly by bank transfer,
– 20% at delivery by bank transfer max 30 days net from date of invoice, total TVA is due upon receipt of invoice by bank transfer,
– 10% final acceptance later than 3 months after delivery, max 30 days net from date of invoice,
For MAISON MGA’ Product and/or Components for an amount exceeding 10 000 euros :
– 50% down payment,
– 50% at shipment, 30 days net from the date of invoice,
Components up to a total amount not exceeding 10 000 euros :
– Price is to be paid 100% by bank transfer at 30 days net from the date of invoice,
Unless otherwise provided in any special terms, customers shall make all payments net, cash, without discount and at MAISON MGA’s office. A down payment upon order placement is required for all capital goods and no interest shall accrue thereon. Any bills of exchange enclosed with invoices for acceptance must be returned to MAISON MGA accepted within seven (7) days. Interest for late payment, equal to three (3) times the legal interest rate in France with a minimum of 1% per month of delay, can rightfully and with no requirement for formal notice be applied in case of non-payment by the due date.
In case of the execution of an order, MAISON MGA reserves the right to require guarantees for payment and the proper performance of financial undertakings, should the customer’s financial situation deteriorate, shown either by non-payment of the due amount at the agreed date or by an examination of the customer’s financial and accounting documents or by any other means demonstrating this deterioration in a tangible way. In such circumstances, MAISON MGA reserves the right to solicit such guarantees as are required to safeguard its rights or to suspend the performance of pending orders without prejudice to any cancellation of the order at its discretion. If the customer has not paid within three (3) months from the payment date the whole or the part of the contract price which have become due, MAISON MGA shall be authorized to put a stop to any remaining shipments and, after the giving of formal notice, to cancel the order by virtue of the customer’s fault and to its detriment. It is expressly stipulated that in this case, any outstanding amounts will be subject to a fixed, lump sum surcharge equal to fifteen percent (15%) of the amount of the payable debts, by way of a liquidated damages clause, without prejudice to any and all interest, costs and fees that could be incurred by litigation. Any debt collection costs that MAISON MGA may be required to incur and fees of representatives of the law shall be borne by the defaulting customer.
In the event that the customer sells, transfers or pledges its business or equipment or contributes its business or equipment to a company or one of the payments or the acceptance of a bill of exchange is not made on the agreed date, all amounts due will become payable whatever their due dates.
DELIVERY -TRANSPORT
DELIVERY
Unless otherwise clearly provided, delivery shall be deemed to have been made as soon as the products are made available at the MAISON MGA plants, prior to loading. Such products shall be deemed to have been removed and delivered at this time. Unless a firm deadline has been agreed upon in any special terms, delivery periods are estimates only. Delivery periods start to run from the moment MAISON MGA has confirmed the order and has received the down payment provided for in the order. In case of sales abroad, the various authorizations (import license, foreign exchange transfer authorization, etc.) must have been obtained by the customer beforehand. Any modification of an order in the process of being performed, if accepted by MAISON MGA, leads to an extension of the agreed delivery period in the way indicated by MAISON MGA to the customer.
If the customer does not remove the products from MAISON MGA’s premises, or refuses to accept such products, and upon the expiry of the delivery period, the risk shall pass to the customer with effect from the day on which the products are made available on MAISON MGA’s premises and MAISON MGA shall have the right to store the products at the customer’s expense and to request the reimbursement of freight and handling costs. If the delay in removing the products from MAISON MGA’s premises exceeds two (2) weeks from the date on which the products were made available, or if the customer refuses to accept delivery, MAISON MGA shall have the right to terminate the contract, resell the products and claim the difference between the initially agreed price and the resale price.
If preparatory works are necessary for the delivery of the products, the customer shall in good time undertake these preparatory works in accordance with MAISON MGA’s instructions to ensure that the conditions necessary for installation of the products are fulfilled. For this purpose, the customer shall make available free of charge all and any necessary equipment, materials and/or resources of any kind.
If the customer fails to fulfil correctly and in time its obligations necessary for carrying out installation, MAISON MGA shall arrange for storage of the products at the customer’s risk and expense and the customer shall pay any part of the contract price which, but for the default, would have become due.
TRANSPORT
The customer shall be responsible for signaling any reservations to the carrier regarding missing products and/or damaged parcels upon receipt of the products. Such reservations must be written on the carrier’s document and the delivery slips and reported to the carrier within a maximum of three (3) days, calculated in accordance with the provisions of article L.133-3 of the French Commercial Code, by registered letter with return receipt and with a copy sent to MAISON MGA within the same period. Under no circumstances shall MAISON MGA be liable for any destruction, damage, loss or theft occurring during the transport of the products.
PASSING OF TITLE AND RISKS
TITLE TO THE PRODUCTS DELIVERED SHALL NOT PASS TO THE CUSTOMER UNTIL THE EFFECTIVE PAYMENT IN FULL OF THE PRINCIPAL AMOUNT, INTEREST AND ANCILLARY COSTS WITHIN THE DEFINED TIME FRAME. In case of payment by check or bill of exchange, payment shall be deemed to have been made upon bank acknowledgement of received payment. Notwithstanding the title retention clause relating to the sold products, the risks pertaining thereto (including the risks of loss or destruction) shall pass to the customer upon delivery of the products as defined in clause 6.
Accordingly, the customer agrees to insure the products sold subject to title retention, at his expense and in the name of MAISON MGA, against all risks that they may sustain or cause until the products have been paid for in full. The customer also agrees to inform MAISON MGA of any material or judicial occurrence that may affect the products subject to the title retention clause. Despite MAISON MGA’s retention of title, the customer is authorized, unless otherwise specified, to transform, incorporate or resell the products before payment in full thereof provided that such customer informs any subpurchaser of the products of the title retention clause relating to the relevant products and MAISON MGA’s right to reclaim the products or the cost of the products from the subpurchaser (at the price owed by the customer to MAISON MGA) regardless of the person holding the products. Should MAISON MGA suffer a loss of rights as a result of third-party’s access, the customer shall be obliged to indemnify MAISON MGA against the damage including all costs incurred by MAISON MGA for legal prosecution.
In case of default in payment by the due date MAISON MGA has the right to demand the immediate return of the products at the customer’s expense, automatically entailing the cancellation of the sale. In such circumstances, the customer shall have to compensate the loss sustained by MAISON MGA due to any depreciation of the value of the products and in any case, from the fact that the products were unavailable as well as any other damage that MAISON MGA may show. The customer shall also cover expenses related to the recovery of the cost of products and any other damage that MAISON MGA may show.
The customer shall pay MAISON MGA a penalty equal to 0.2% of the price of the unpaid products for each day of delay in returning the products, starting from the date of receipt of the registered letter with acknowledgment of receipt requesting such return. Any down payments or deposits made by the customer shall be set off against any amounts payable by the customer under the terms of this clause.
WARRANTY
The MAISON MGA warranty only applies to products delivered by MAISON MGA and exists only towards the customer of MAISON MGA. It does not apply to any third party purchaser. The
warranty covers any manufacturing defects or defects in materials from the delivery date as specified in the TRANSPORT section and where such products are used under normal operating
and maintenance conditions for a period of:
– one (1) year by default.
– one (1) year for spare parts (excluding wear parts) unless otherwise specified in any special terms granted by MAISON MGA.
To invoke the provisions of the warranty, the customer must notify MAISON MGA in writing and within the above stipulated period, of the defects allegedly found in the products and provide proof thereof. The customer must facilitate the assessment of these defects and their repair by MAISON MGA.
The customer must not, save in the event of MAISON MGA’s prior express consent, carry out the repairs himself or have them done by a third party. Any unauthorized intervention may entail the immediate cancellation of the warranty.
Under the terms of the warranty MAISON MGA may choose whether to repair or replace, ex-works, all the parts covered by the warranty and found to be defective by MAISON MGA. Any works required under the warranty obligations shall in principle be carried out at MAISON MGA’s premises, after the customer has returned to MAISON MGA, at the customer’s expense, the defective supplies or parts. Repairs or replacements made under the terms of the warranty shall not extend the warranty period. Parts replaced during the warranty period shall be returned to MAISON MGA and shall become owned by MAISON MGA.
MAISON MGA excludes all liability for and the warranty shall not cover any defects (and any damage of any kind whatsoever arising therefrom) resulting from:
– any assembly or installation of the products that does not comply with MAISON MGA’s instructions or specifications (documentation, operating and assembly instructions, special recommendations, etc.) or professional standards, or defects and the consequences thereof in case the start-up was carried out by the customer whereas MAISON MGA had stated that it was to carry out the start-up itself,
– abnormal use of the products (e.g. overloading the equipment etc.), defective maintenance, lack of supervision, negligence (e.g. continuing to use a component or a part of a piece of equipment proving to be defective that could lead to more substantial damage to the piece of equipment or surrounding equipment delivered by MAISON MGA), unsuitable storage conditions,
– any use other than the use for which the products were intended, or any abnormal use or use that does not comply with MAISON MGA’s instructions,
– materials supplied or a design imposed by the customer, or from servicing or maintenance performed on the products by third parties not expressly authorized by MAISON MGA, – defects and the consequences thereof resulting from normal wear and tear of the product,
– a non-MAISON MGA product being used with, assembled with or integrated into a MAISON MGA product. MAISON MGA shall not be held liable for any damage whatsoever resulting from such combination.
MAISON MGA shall not be liable for any warranty that is not listed in clause 8. Unless otherwise specifically provided in writing, no warranties relating to results or performance of products are granted to customers apart from the warranty regarding the technical characteristics of the product as described in MAISON MGA commercial documentation.
LIMITATION OF LIABILITY
Save as otherwise agreed, there shall be no liability on MAISON MGA towards the customer for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever.
It is expressly agreed between the customer and MAISON MGA that to the extent permitted by applicable law, any claim of compensation for any loss arising out of damage to the customer’s professional goods and services and based on liability for defective products is excluded.
To the extent permitted by applicable law, the contractual liability in respect of any other damage within the order, shall not exceed the price of the product at issue. To the extent the preceding limitation of liability is deemed invalid under applicable law, MAISON MGA’s total liability in any event shall not exceed the amount covered by its product liability insurance.
CLAIMS AND RETURNS
To be valid, any claim relating to a conspicuous defect must be made within eight (8) days after the products have been made available by MAISON MGA. Returns will be authorized only if accepted beforehand by MAISON MGA and may be repaired or exchanged at MAISON MGA’s discretion. They must be shipped to MAISON MGA’s premises (Civrieux d’Azerques – Rhône) with carriage and all other costs paid, as new, and without having been subject to any modifications.
Parts manufactured according to instructions or designs supplied by the customer shall not be taken back or exchanged.
CONFIDENTIALITY
The Customer shall not disclose to any third party any quotations, studies, concepts, technical architectures, functional analyses, bills of materials, drawings, schematics, technical solutions, or any other information proposed, developed, or provided by MAISON MGA in connection with discussions, requests for quotation, feasibility studies, consultations, or orders, even where no subsequent contractual agreement is entered into between the parties.
Such information shall remain strictly confidential and may not be used, reproduced, transmitted, or exploited, in whole or in part, for any purpose other than the evaluation or performance of the contemplated or agreed project, without the prior written consent of MAISON MGA.
INTELLECTUAL PROPERTY
Unless otherwise agreed in writing, all studies, developments, designs, documents, processes, know-how and, more generally, all results likely to be protected by intellectual property rights, produced by MGA and/or its affiliates in the course of executing an order, including in response to specific customer specifications, remain the exclusive property of MGA and/or its affiliates.
Any transfer, concession or adaptation of intellectual property rights for the benefit of the customer must be the subject of a specific, prior written contractual agreement.
In the context of a co-development project involving an effective and substantial contribution by both parties to the achievement of results, intellectual property rights may, in principle, be held in joint ownership.
This joint ownership shall be subject to a separate specific agreement specifying the terms and conditions for the distribution, exploitation and protection of the rights concerned.
In the absence of such an agreement, the intellectual property rights shall remain the exclusive property of MGA and/or its affiliates.
STUDIES, DRAWINGS AND FILES
MAISON MGA has and shall retain full ownership of any studies, documents or technical information provided to the customer concerning the products supplied thereto (plans, drawings, propositions etc.). These documents can neither be reproduced nor communicated to third parties, particularly competitors. They must be returned to MAISON MGA upon request. The provided files, studies and drawings are not binding and MAISON MGA reserves the right to modify the products in any manner it deems necessary during the final execution of the order. In all cases, the customer is responsible for verifying the studies, projects and calculations provided to the customer by MAISON MGA and for checking that they comply with the conditions of use expected by the customer.
EXPORT CONTROL
Certain products and related technology and documentation sold by MAISON MGA may be subject to national, foreign, or international trade and export control laws and regulations («Export Laws»). Diversion contrary to such Export Laws is prohibited and the customer will comply with them regarding export, re-export, re-sale or use of the products. The customer will not export or re-export, directly or indirectly, the products and related technology and documentation to any country, entity or person under sanction or embargoes. The customer will not use the products in relation to nuclear, biological or chemical weapons or missile systems capable of delivering the same or in the development of any weapon of mass destruction.
In case the export of the products to the customer is subject to license, the customer shall promptly provide MAISON MGA with all assistance, information and documents required to obtain the official approvals, licenses and authorizations by the national authorities for export. Especially the customer will declare, upon MGA’s request, the intended final destination, the end-user and the nature of use of the products.
In case the delivery of the products is restricted or forbidden due to Export Laws, the rights and obligations of the customer will be suspended until obtainment of the license
or lifting of the export ban and the contract may be cancelled without any liability or compensation from MAISON MGA.
The customer shall inform MAISON MGA if it intends to export the products and it is the responsibility of the customer to declare to MAISON MGA the intended final destination, the
end-user and nature of use of the products, and the customer is ultimately responsible for ensuring that all such exports comply fully with the national export laws.
The customer shall acknowledge that the above obligations will survive at the end of the contract.
FORCE MAJEURE
MAISON MGA shall not be considered liable for non-performance of any contractual obligation or for any delay in performance caused by any event of Force Majeure under the jurisprudence of French courts.
The contract shall be suspended until the disappearance or cessation of the event of Force Majeure. However, if it is not possible to take over the execution of the contract within thirty (30) days from the occurrence of the event of Force Majeure, the parties shall discuss together the modification of the contract. If discussions fail, the contract shall be terminated as of right, without any right of indemnification for the customer.
DATA PROTECTION LAW : GDPR
In the context of order execution and contractual relationships, MAISON MGA and/or its affiliates may collect and process personal data relating to the customer’s representatives, employees or partners.
Such processing is carried out in accordance with:
- Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of personal data (GDPR),
- and applicable French data protection laws.
Personal data are processed solely for the following purposes:
commercial and contractual management, order execution, invoicing, accounting, after-sales services, claims handling, and compliance with legal and regulatory obligations.
Personal data processed are limited to what is strictly necessary for these purposes and are retained for the duration of the contractual relationship, extended by the applicable statutory retention periods.
MAISON MGA implements appropriate technical and organisational measures to ensure the security, confidentiality and integrity of the personal data processed.
Personal data may be disclosed only to authorised personnel within MAISON MGA and, where applicable, to its service providers or technical subcontractors acting on its behalf, strictly within the scope of their assignments and subject to appropriate confidentiality obligations.
No personal data shall be transferred outside the European Union unless appropriate safeguards in compliance with the GDPR have been implemented.
In accordance with the GDPR, data subjects have the right to access, rectify, erase, restrict, object to and obtain portability of their personal data by contacting MAISON MGA using the contact details provided in the contractual documentation.
Where processing involves MAISON MGA acting as a data processor within the meaning of the GDPR on behalf of the customer, the parties agree that a Data Processing Agreement (DPA) may be executed separately, where applicable.
JURISDICTION – APPLICABLE LAW
Any dispute arising from this contract, even in the event of multiple defendants or the introduction of third parties, shall be subject to the exclusive jurisdiction of the french courts of the place of MAISON MGA’s registered office, located in LYON. Payment by bills of exchange shall neither substitute nor depart from this jurisdiction clause. In the event of a dispute, French law shall be exclusively applicable and the French version of these general term and conditions shall be authoritative. The application of the UN Sales Law (CISG) shall be excluded.