ARTICLE 1: PURPOSE AND SCOPE OF APPLICATION
Any order for products implies the buyer's unreserved acceptance of and full and entire agreement to these general terms and conditions of sale, which take precedence over any other document from the buyer, and in particular over any general terms and conditions of purchase, unless expressly agreed otherwise in advance by our company.
These general terms and conditions of sale apply to all sales of products by our company unless a specific agreement has been made in writing between the parties prior to the order.
Any document other than these general terms and conditions of sale, in particular catalogues, prospectuses, advertisements and notices, is for information purposes only and is not contractually binding.
ARTICLE 2 - INTELLECTUAL PROPERTY
All technical documents provided to our customers remain the exclusive property of our company, which is the sole owner of the intellectual property rights to these documents, and must be returned on request.
Our customers undertake not to make any use of these documents that might infringe our company's industrial or intellectual property rights, and undertake not to disclose them to any third party.
ARTICLE 3 - ORDERING
An order is taken to mean any order for our products listed in our price list which is accepted by our company, accompanied by payment of any deposit stipulated on the order form.
Orders are not final until they have been confirmed in writing.
Orders sent to our company are irrevocable for the customer, unless accepted in writing by us.
Any request to modify the composition or volume of an order placed by a customer may only be taken into account by our company if the request is made in writing, including by fax or e-mail, and is received by our company no later than 8 days after receipt by our company of the initial order.
If the customer modifies the order, our company will be released from the deadlines agreed for its execution.
ARTICLE 4 - DELIVERY
Delivery times are given for information purposes only.
These depend in particular on the availability of carriers and the order in which orders arrive.
Our company endeavours to comply with the delivery times it indicates when the order is accepted, in accordance with the logistical lead times used in the industry, and to fulfil orders, except in the event of force majeure or circumstances beyond its control, such as strikes, frost, fire, storms, floods, epidemics and supply difficulties, without this list being exhaustive.
Delays in delivery may not give rise to any penalty or compensation, nor be grounds for cancellation of the order.
Any delay in relation to the indicative delivery times initially planned shall not justify cancellation of the order placed by the customer and recorded by our company.
Deliveries are made carriage paid or cash on delivery.
In all cases, products travel at the recipient's risk.
In the event of damage to the goods delivered or shortages, it is the customer's responsibility to make all necessary reservations with the carrier.
Any product that has not been the subject of reservations by registered letter with acknowledgement of receipt within 3 days of receipt from the carrier, in accordance with article L 133-3 of the French Commercial Code, and a copy of which will be sent simultaneously to our company, will be deemed to have been accepted by the customer.
Without prejudice to the measures to be taken by the customer with regard to the carrier as described in the previous paragraph, in the event of apparent defects or shortages, any complaint whatsoever concerning the products delivered will only be accepted by our company if it is made in writing by registered letter with acknowledgement of receipt within 7 days of the arrival of the products.
It is the purchaser's responsibility to provide full proof of any defects or shortages.
No goods may be returned by the customer without the express prior written agreement of our company.
Our company will only be liable for the cost of returning the goods if an apparent defect, or missing items, is actually found by our company or its authorised representative.
Only the carrier chosen by our company is authorised to return the products concerned.
If, after an inspection, an apparent defect or shortage is found by our company or its representative, the customer may only ask our company to replace the non-conforming items and/or to make up for the shortages at our company's expense, without the customer being entitled to claim any compensation or to cancel the order.
Unconditional acceptance of the products ordered by the customer covers any apparent defect and/or shortage.
Any reservations must be confirmed by registered letter with acknowledgement of receipt within 7 days.
A complaint made by the purchaser under the terms and conditions described in this article does not suspend payment by the customer for the goods concerned.
Under no circumstances can our company be held responsible for destruction, damage, loss or theft during transport, even if it has chosen the carrier.
In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect for 48 hours, our company reserves the right to suspend all current and/or future deliveries.
All orders that we agree to execute are done so on the basis that the customer presents sufficient financial guarantees and will effectively pay the sums due when they fall due, in accordance with the law.
Also, if our company has serious or specific reasons to fear payment difficulties on the part of the customer on the date of the order, or subsequent thereto, or if the customer does not present the same guarantees as on the date of acceptance of the order, our company may make acceptance of the order or its continued performance subject to cash payment or the provision by the customer of guarantees in favour of our company.
Our company shall also have the right, prior to the acceptance of any order, as well as during its execution, to require the customer to provide its accounting documents, and in particular profit and loss accounts, including forecasts, enabling it to assess the customer's solvency.
In the event that the customer refuses to pay in cash, without any sufficient guarantee being offered by the latter, our company may refuse to honour the order placed and to deliver the goods concerned, without the customer being able to argue an unjustified refusal to sell or to claim any compensation whatsoever.
If a customer places an order with our company without having paid for the order or previous orders, our company may refuse to honour the order and deliver the goods concerned without the customer being able to claim any compensation for any reason whatsoever.
ARTICLE 5 - RATES - PRICES
Our tariff applies to all our customers on the same date.
This may be revised upwards during the year, following prior information from our customers.
Any price change will automatically apply from the date indicated on the new price list.
Our prices are set by the price list in force on the day the order is placed. They are always exclusive of tax, unpackaged products, taken from our shops.
Unless expressly stipulated, prices may be modified due to variations in their economic component between the order and delivery.
Our prices are quoted carriage paid unless expressly agreed otherwise in advance with the customer.
Any taxes, duties or other charges payable in application of French regulations or those of an importing or transit country shall be borne by the purchaser.
For prices specified by quantity, any order for a smaller quantity will result in a change to the price indicated.
Unless otherwise agreed, late delivery does not entail cancellation or modification of the contract. It shall not give rise to damages. Penalty clauses appearing on our customers' commercial papers cannot be invoked against us.
The lead times given in an order are only accepted by our company and are only binding under the following conditions: compliance by the customer with the terms of payment and payment on account, timely supply of technical specifications, no delays in studies or preparatory work, no cases of force majeure or social, political, economic or technical events hindering the operation of our factories or their supply of components, energy or raw materials.
Unless otherwise agreed, packaging is determined and prepared by our company. They are invoiced in addition to the prices indicated and are not taken back.
ARTICLE 6 - PAYMENT TERMS
Our invoices are payable on order .
Any sum not paid on the due date will give rise to the payment by the customer of penalties set at one and a half times the legal interest rate in application of article L.441- 6 of the French Commercial Code. These penalties are payable by operation of law, as soon as the notice informing the purchaser that we have debited them is received.
In addition, our company reserves the right to refer the matter to the competent court to put an end to this non-performance, subject to a daily penalty for each day's delay.
In the event of non-payment, 48 hours after formal notice has been served without result, the sale will be terminated by operation of law at the discretion of our company, which may request the return of the products in summary proceedings, without prejudice to any other damages.
The cancellation will affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered, and whether or not payment is due.
All invoices recovered by the legal department will be subject to a fixed penalty of 15% of the outstanding amounts, with a minimum of
200.00 excluding VAT
ARTICLE 7 - RETENTION OF TITLE
The transfer of ownership of our products is suspended until the customer has actually paid the full price of the products, in principal and accessories.
Any clause to the contrary, in particular included in the general terms and conditions of purchase, shall be deemed unwritten in accordance with Article L 621-122 of the French Commercial Code.
The delivery of a document creating an obligation to pay (bills of exchange or other documents) does not constitute payment within the meaning of this clause.
In the event of payment by instalments, failure to pay any one of the instalments may result in the goods being reclaimed.
The above provisions do not preclude the transfer to the buyer of the risks of loss or deterioration of the goods, or of any damage they may cause, from the date of delivery.
In the course of his business, the purchaser is authorised to resell the goods delivered, but may under no circumstances pledge them or transfer ownership of them by way of security.
In the event of resale, the purchaser expressly undertakes to immediately pay the balance of the sale price still due to us.
In the course of his business, the purchaser is also authorised to process the goods delivered. In the event of processing, the buyer undertakes to pay us the outstanding part of the price immediately.
In the event that the purchaser is the subject of insolvency proceedings, the parties shall be bound respectively by the terms of Articles 121 and 122 of Law No. 85.98 of 25 January 1985.
The present clause does not prevent the risks in the goods from being transferred to the buyer as soon as they are delivered to the buyer.
From the time of delivery, the buyer is deemed to be the custodian and guardian of the said goods.
In the event of non-payment, and unless we prefer to request full performance of the sale, we reserve the right to terminate the sale after formal notice and to reclaim the goods delivered, the return costs being borne by the purchaser and any payments made being retained by us as a penalty clause.
ARTICLE 8 - GUARANTEE AGAINST VISIBLE AND HIDDEN DEFECTS
The products must be checked by the customer on delivery, and any claim, reservation or dispute relating to shortages and apparent defects must be made under the conditions set out in Article 4. In the event of apparent defects, the defective parts will be replaced by us, subject to verification of the alleged defects.
The customer must provide full justification for any defects found, and our company reserves the right to carry out, directly or indirectly, any on-site inspection and verification.
Without prejudice to the measures to be taken with regard to the carriers, complaints about apparent defects or non-conformity must be made by the customer in writing within 7 days of the date of delivery of the products.
It is expressly agreed by the customer's acceptance of these general terms and conditions of sale that after the expiry of this period, the customer may not invoke the non-conformity of the products, nor raise this as a counterclaim to defend itself in an action for recovery of debts brought by our company. If these conditions are not complied with, our company cannot be held liable to the customer on the grounds of a hidden defect.
Defects and deterioration of the products delivered as a result of abnormal storage and/or conservation conditions at the customer's premises, particularly in the event of an accident of any kind whatsoever, shall not entitle the customer to the guarantee owed by our company.
Under the warranty for hidden defects, our company will only be obliged to replace defective goods free of charge, without the customer being able to claim damages for any reason whatsoever.
Our company guarantees its products against hidden defects in accordance with the law, custom and jurisprudence, and under the following conditions:
Our guarantee only applies to products which have become the property of the purchaser. It only applies to products manufactured entirely by our company. It is excluded if our products have been used under conditions of use or performance that were not foreseen.
Our guarantee only covers hidden defects. As our customers are professionals, a hidden defect is defined as a manufacturing fault in the product which renders it unfit for its intended use and which could not have been detected by the purchaser prior to its use. A design defect is not a hidden defect and our customers are deemed to have received all the technical information relating to our products.
We do not cover damage or wear resulting from special, abnormal or non-standard adaptation or assembly of our products, unless this has been carried out under our supervision.
Our warranty is limited to the replacement or repair of defective parts.
Our guarantee is limited to the first six months of use. Our parts are deemed to have been used by our customers within three months of being made available. In any event, our customers must provide proof of the date of commencement of use. Our guarantee automatically ceases at the end of this period.
Our guarantee automatically ceases if our customer does not notify us of the alleged defect within twenty clear days of its discovery. It is the customer's responsibility to prove the date of discovery.
ARTICLE 9 - FORCE MAJEURE
Events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, are considered to be force majeure or fortuitous events, insofar as their occurrence renders the performance of the obligations totally impossible.
The following, in particular, are considered to be cases of force majeure or fortuitous events which relieve our company of its obligation to deliver within the timeframes initially planned strikes by all or part of the staff of our company or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility of being supplied with raw materials, epidemics, thawing barriers, roadblocks, strikes or disruption of EDF-GDF supplies, or disruption of supplies for a reason not attributable to our company, as well as any other cause of disruption of supplies attributable to our suppliers.
In such circumstances, our company will notify the customer in writing, in particular by fax or e-mail, within 24 hours of the date of occurrence of the events, the contract binding our company and the customer then being suspended ipso jure without compensation, from the date of occurrence of the event.
If the event lasts for more than 30 days from the date of its occurrence, the sales contract concluded by our company and its customer may be terminated by the most diligent party, without either party being entitled to claim damages.
This cancellation will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.
ARTICLE 10 - SETTLEMENT OF DISPUTES
Any dispute relating to the present sale, any dispute concerning the application of these general terms and conditions of sale, their interpretation or their execution, will fall within the exclusive jurisdiction of the Commercial Court of MONTAUBAN.
ARTICLE 11 - WAIVER
The fact that our company does not avail itself of any of the clauses herein at a given time shall not constitute a waiver of its right to avail itself of the same clauses at a later date.
ARTICLE 12 - APPLICABLE LAW
Any question relating to these general terms and conditions of sale and to the sales governed by them, which is not dealt with by these contractual stipulations, shall be governed by French law to the exclusion of any other law, and by the VIENNA Convention on the international sale of goods.