General Terms of Business 2012
ARTICLE 1: OFFER
1.1 Any documents and information provided as part of our offer, such as drawings, blueprints, photographs, weights, dimensions, etc., are provided only for information purposes and shall not be binding, unless we expressly state otherwise. All offers and related documents shall remain our exclusive property and may not be transferred or disclosed to a third party without our written consent.
1.2 Any prices and delivery timescales quoted shall only be binding upon us until the deadline for acceptance indicated in our offer. Once this deadline expires, we shall be free to revise our prices and deadlines.
ARTICLE 2: TERMS AND CONDITIONS OF SALE
2.1 The mere fact of placing an order with us shall legally imply:
The buyer’s acceptance of our General Terms of Business;
The buyer’s renunciation of its own General Terms of Business or Purchasing Terms.
2.2 Any order placed by a buyer shall be firm and binding upon the buyer, even if it is only placed with one of our agents or representatives.
2.3 However, any orders placed with our agents or representatives shall only be binding upon us when confirmed by our headquarters.
ARTICLE 3: EXTENT OF SUPPLIES AND PERFORMANCE OF ORDERS
3.1 Our written confirmation shall be required for any changes to contractual supplies. This confirmation shall consist of our acknowledgement of receipt of the buyer’s order.
If in the course of the fulfilment of an order the buyer makes changes to the specification or characteristics of the products, the drawings, or the delivery terms, etc., the cost of these additions or modifications shall be borne by the buyer.
Any specific terms imposed by the buyer shall only be enforceable upon us if we confirm this in writing beforehand.
3.2 We shall be entitled to make any changes or improvements to our equipment which we deem to be useful. The buyer shall not as a result be entitled to refuse to accept the goods ordered or to request that we apply these changes or enhancements to previously ordered or delivered goods.
3.3 If any given model should be discontinued, and should the buyer not be prepared to accept another model instead, the buyer’s order shall be cancelled as of right and any payments already made shall be reimbursed, plus interest at the legal rate accruing as of three months after payment.
ARTICLE 4: PRICING AND PAYMENT TERM
4.1 Unless otherwise indicated, our prices shall be quoted excluding tax at factory gates, including loading on our premises, and excluding non-returnable containers, which shall be at the buyer’s own risk and expense.
4.2 Unless otherwise indicated, any payments must be made out to the seller’s domicile, net and without discount, in accordance with the terms set out in the order. Where no indication is provided, the following payment terms shall apply:
- Payment of 1/3 of the price by means of a cheque upon placing the order and no later than upon receiving our order confirmation;
- Payment of 1/3 of the price while the order is being fulfilled and no later than when the buyer’s goods are made ready at the seller’s premises;
- Payment of 1/3 of the price upon delivery to the buyer’s workshops or warehouses;
VAT to be paid by cheque upon receiving our final invoice.
4.3 If the parties have agreed that one payment instalment shall be made upon assembly of the goods but their assembly is delayed for a reason which is beyond our control, the contractually agreed payment instalment dates must still be met and the mere hand-over of the goods shall be sufficient claim for payment.
4.4 Should special agreements between the parties provide for a hold-back, this must never exceed 5% and its duration must not exceed one year. Any hold-back must be backed by a bank guarantee.
4.5 Promissory notes which are accepted as payment must be cleared within 10 days of the invoice or payment date.
4.6 In case of protest of a bill, of bounced financial instruments, of deferral of an installment, and should a summons to pay issued by the seller be ignored, all outstanding moneys, including those which are not yet overdue, shall become due immediately. All overdue moneys shall accrue interest for late payment as of their due date amounting to one and a half times the legal interest rate in force from time to time plus 2%.
In addition to interest for late payment, should any moneys be overdue owing to late payment or to the foregoing clause, a penalty amounting to 10% of the moneys in question shall be applied to cover payment recovery fees and costs.
Should the buyer still fail to pay after being sent a summons to pay by recorded delivery with acknowledgement of receipt, the buyer shall be charged an additional penalty of 1% of the principal sum due per day of delay.
4.7 Should a dispute arise between the parties in connection with invoicing or delivery, the buyer shall not have a right to suspend payment of the seller’s invoice, though the buyer shall be entitled to withhold the disputed sum of money until the dispute has been resolved.
ARTICLE 5: DELIVERY LEAD TIMES
5.1 The delivery timescale shall begin to run as of the date on which we receive the first installment which is payable on placing the order, as well as all the documents listed in the order confirmation note.
5.2 The delivery deadline shall be deemed to have been met if the goods are made available to the buyer to collect at our establishment or at the establishments of our subcontractors prior to expiry of the deadline.
5.3 The delivery deadline shall be extended automatically in the case of unforeseeable events that are beyond the seller’s control and occur in its establishments or in those or its subcontractors, such as technical unemployment, fire and machine breakdowns, flooding, the rejection of a large proportion of parts during production, a temporary ban on imports or exports, trouble sourcing raw materials accounting for a major proportion of the subject-matter of the order, strikes, lock-outs, transportation delays.
The seller shall not be responsible for any delay resulting from the cumulative action of such events. The seller shall however keep the buyer informed in good time of any development in the aforementioned events.
5.4 If in the course of the seller fulfilling the buyer’s order, the buyer makes changes to the specification or the characteristics of the equipment on order, this may result in a lengthening of the initially stated delivery timescales.
5.5 Should the buyer defer delivery by more than one month after the goods are made available to the buyer on our premises, we shall be entitled to request 1% of the total sum invoiced per month during which we must store the goods on behalf of the buyer. Once we shall have notified the buyer that the goods are finished and are being kept at its disposal, the buyer shall be responsible for all risks incurred in connection with the handling and storage of the goods in our warehouses or workshops. The seller hereby disclaims any liability in connection thereto.
Once the above-mentioned storage timescale shall have expired, the seller shall be entitled to dispose of the goods as it sees fit and to deliver the buyer’s order at a later date within a newly agreed timescale.
These provisions shall not alter the buyer’s obligation to pay for the goods and shall not constitute a novation of the contract between the parties.
5.6 The seller shall endeavour to meet its stated delivery timescales wherever possible. However, any delay in delivery shall not justify cancellation of the buyer’s order. Also, the seller can only be expected to meet its delivery deadlines if the buyer fulfils its contractual pledges.
ARTICLE 6: TRANSPORTATION – CUSTOMS – INSURANCE, ETC.
The buyer shall be responsible for the cost and risks of all transportation, insurance, customs, excise duties, handling, bringing on site operations. The buyer shall be responsible for checking consignments on arrival and for making any justified claims against the carriers, even if the goods were sent carriage free.
Should we dispatch the goods, they shall be dispatched carriage forward and in all cases at the buyer’s entire risk.
Any claims made by the buyer upon delivery shall only be considered if they are made at the time when the goods were received and inscribed on the carriers’ delivery schedule and confirmed in writing to the carriers by means of a letter sent by recorded delivery within three days. No goods may be returned to us without our prior written consent.
If a delivery is acknowledged as being faulty, our liability shall be limited to an obligation to replace any goods which are acknowledged as defective.
ARTICLE 7: RETENTION OF TITLE
7.1 The seller shall retain full title over the goods subject of the order until the price thereof and any ancillary costs have been paid in full.
7.2 As of delivery from our establishments or from those of our subcontractors, the buyer shall be responsible for any damage which the goods may incur or cause for any reason whatsoever.
7.3 The goods subject of the order may not be sold or altered in any way without the seller’s consent until they have been paid for in full.
7.4 Should the buyer fail to abide by any payment instalment or should the buyer breach the provisions of this clause in any way, the seller shall be entitled to request restitution of the goods subject of the order at the buyer’s expense until the buyer shall have performed all of its obligations. The seller shall also be entitled to rescind the order as of right by sending the buyer a letter by recorded delivery with acknowledgement of receipt. Notwithstanding any other remedies which the seller may avail itself of (such as to cover the costs of designing the goods, or the highly specific nature of the goods, or specific services provided, or the cost of dismantling and reinstating the goods, or any infrastructure work carried out, etc.), the buyer, in addition to returning the goods, shall have to pay the seller compensation for rescission amounting to a third of the value of the order excluding tax. The seller shall deduct the compensation for rescission from any payments already received.
ARTICLE 8: WARRANTY
8.1 Our goods, which shall be produced to the highest standards of quality in accordance with all currently applicable standards (AFNOR/DIN/UTE), shall be guaranteed for a period of 12 months as of delivery against any production defects or faulty materials.
8.2 This warranty shall be limited to:
- the replacement of any part, element or sub-assembly that is acknowledged to be defective or non-compliant with the technical specifications,
- the requisite dismantling and re-assembly carried out by ourselves or the reimbursement of the costs of dismantling and re-assembly if carried out by the buyer or by a third party approved in writing by ourselves. The buyer shall not be entitled to request the replacement of a complete machine,
This warranty shall not cover any parts which are subject to normal wear and tear, nor machines or parts which we did not directly manufacture, such as elements, sub-assemblies or accessories produced by suppliers, which will be covered exclusively by the warranty provided by these suppliers, if any.
Any parts which we replace shall become our property as of right.
8.3 Any indications of productivity, speed, power rating, power consumption, weight, etc. shall always be deemed to be indicative and shall not be guaranteed by ourselves nor shall we be bound by same; should any such information be inaccurate, the buyer shall not be entitled to cancel its order or request any compensation.
8.4 Any fault or defect should be notified to us in writing immediately.
8.5 We hereby disclaim liability for any equipment which fails owing to over-intensive use, inappropriate maintenance or the action of chemical, electrical or mechanical factors.
Should the machine or equipment not have been assembled by us, the guarantee shall only be valid if we supervise the assembly and oversee the commissioning tests.
8.6 In order to ensure that the seller is able to carry out any work required under the warranty under optimal conditions, the buyer shall ensure that the seller has the appropriate time and means to carry out any work. Should this not be the case, the seller shall not be liable for the outcome.
8.7 Any travel and/or transportation costs incurred pursuant to this warranty shall be borne by the buyer.
8.8 The repair or supply of a new part during the warranty period shall not extend the warranty. We do not provide any warranty for equipment which was not supplied by ourselves, whatever the cause of the fault in same.
8.9 The seller shall be entitled to refuse to honour its obligations under this warranty as long as any payments which are overdue remain unpaid.
8.10 Should the buyer commission a third party to modify, alter, repair or dismantle equipment supplied by us without our written authorisation, this warranty shall lapse immediately.
8.11 The replacement of any part shall not give rise to the payment of any compensation in connection thereto.
ARTICLE 9: CANCELLATION OF THE ORDER
9.1 If we are definitely unable to produce or deliver the equipment ordered, the buyer can rescind its order. However, the buyer may not rescind its order, alter it, cancel it for any other reason, such as a failure to deliver on time, change, denouncement, reduction of operations, compensation for damage of any kind noted on the subject-matter of the order or on existing equipment or equipment which was not supplied by us.
9.2 Furthermore, should the buyer fail to perform its obligations under the contract, such as by refusing to take delivery or to pay all the moneys due, and should the buyer fail to rectify the situation within a month of receiving a summons to do so sent by recorded delivery, the seller shall have full discretion to rescind the contract of sale and shall be discharged of any obligation to supply the equipment.
Should this be the case, the buyer shall still have to pay us the full agreed price in lieu of contractual damages or penalties.
Should the buyer notify us by means of a letter sent by recorded delivery of its intention to rescind the contract prior to the actual production of the equipment, i.e. before we enter into any commitments as to supplies or production, the seller shall be entitled to keep any moneys already paid by the buyer or due to the seller as advance payment. These moneys should amount to at least 20% of the total value of the order and shall be retained by the seller in lieu of contractual damages or penaltiesARTICLE 10: LIMITATION OF LIABILITY
Vendor shall not be liable for any incidental, indirect, special, remote, punitive or consequential damages, including but not limited to loss of revenue or profits, loss of production, intellectual property rights infringements including brand and corporate image and no use of the works, arising from or caused, directly or indirectly by the obligations performed by vendor under those general conditions of sale.
ARTICLE 11: SUPPLY OF SPARE PARTS
Unless it is otherwise indicated, any spare parts must be paid for in cash without discount. If we accept payment by promissory notes or bills of exchange, these must be cleared within 10 days of the date of the invoice.
ARTICLE 12: SETTLEMENT OF DISPUTES
Should any dispute arise between the parties, it shall be referred to the commercial court of the area where the seller’s registered headquarters are located, which shall have exclusive jurisdiction.
Our requests or acceptance of payment by cheque or bills of exchange, even if domiciled elsewhere, shall not affect this attribution of jurisdiction even in the case of joint and several defendants or of rejoinder.