Terms of Sales
I. FORMATION OF THE CONTRACT
- Acceptance: Any written order from a PURCHASER, even placed under the terms and conditions of the SELLER will be deemed firm and final and may not be canceled by the PURCHASER only with the express consent of the SELLER.
- Product description: All the descriptive characteristics, weights and measures, appearing in the catalogs, prices or other advertising means of the SELLER, are due to the technical nature of the material, deemed to be evolving. Alone the characteristics defined and specified on the order commit the SELLER.
- Modification to products: The SELLER reserves the right to improve and modify the technical characteristics of its products, as defined in the order.
- Definition: All sales are deemed to be made FRANCO from port.
- Delivery time : Delivery times are always approximate. They don't are not required, unless otherwise stipulated. The delivery period does not start until the seller has received all the technical information necessary and that the parties will have fully agreed on all characteristics of the equipment and accessories to be built. If the delivery time is mandatory, it must be calculated from the date of order or, if the payment by letter of credit is accepted, from the date on which the seller's bank has notified the opening of a letter of credit, in accordance with the stipulated conditions.
Even when delivery times are stipulated as being essential, the seller will not be held responsible for damage that may arise from delay caused by any circumstance which cannot be attributed to it, including delays due to the ban on deliveries which may be decreed by the public authorities, a case of force majeure, delay in the delivery of raw materials, fire, strikes total or partial, business closings, etc.
Any delay in delivery caused by circumstances of this nature cannot, in in no case, nor justify the cancellation of the order by the PURCHASER, nor give rise to the award of damages.
Furthermore, the SELLER cannot be held responsible for delays caused by the transport of products.
- Definition: Unless otherwise stipulated, the prices are always understood to be net value excluding FRANCO taxes, packaging costs, insurance, taxes and any charges due to import or export not included.
- Price fixing: The prices invoiced to the PURCHASER will always be those at the tariff official in force on the day of delivery.
- Storage costs: Any delayed shipment at the BUYER's request or due to late payment, or as a result of instructions insufficient shipping costs storage costs. These charges will invoiced at the rate of 1 % per month, calculated on the gross amount of the invoice incl. (deductions made on account), from the first day of the month following the notification of availability of the equipment at the SELLER's Factories.
- Means and cost of transport: In the absence of specific instructions from the PURCHASER as for the choice of the means of transport, the SELLER will take care to route the products by such shipping method that seems to him the most judicious. The BUYER shall bear the insurance and storage costs as defined in paragraph IV1) above.
- Acceptance: The PURCHASER must accept all goods in the state in which they are without worrying about possible damage or deficiencies, despite their rights defined below in article VII.
However, the PURCHASER will be under the obligation to formulate written reservations on the consignment note of the transporter and to address these written disputes to the SELLER as well as to the transporter within 48 hours, as indicated in paragraph VI.
- Partial expeditions : Partial shipments can still be made and the related payments must be made in accordance with the terms of the these general conditions of sale, since the shipments have been completed, and invoices received.
- Delivery : The risk is transferred to the buyer upon delivery, as defined in paragraphell. 1) above.
This transfer of risks takes place in the same way, on the one hand for shipments partial, on the other hand to sales for which the seller would have agreed to bear installation or transport costs.
It is up to the PURCHASER to carry out any verification, to make all reservations to the arrival of the equipment and to exercise, if necessary, within 48 hours at maximum, any recourse against the carrier if he finds damage or against the company if it considers that the quantities delivered do not correspond to those ordered.
- Delay: If the shipment is delayed due to any circumstances beyond the control of the SELLER and as defined in particular in paragraphs II and IV. 1) above, the risk is transferred to the buyer as soon as the goods are ready to be shipped.
VI. CLAIMS AND NOTICE OF DEFECT
1) Notifications to the SELLER: Complaints concerning both incomplete deliveries as notices of defect, must be submitted to SELLER, less than 48 hours after delivery of the goods.
These notifications must be made in writing and must be sufficiently explicit.
VII. SELLER'S GUARANTEES
Any new product is deemed to be free from any construction defect or defect in matter.
However, the SELLER's warranty is limited to repairs only, or replacement of any parts of the product which, despite correct use and maintenance, has been found to be defective in material or construction, before 1200 hours of operation, this latter period not being able, however, be greater than 12 months from the commissioning of the equipment delivered. In this
period, the replaced parts will be subject to a new warranty. The warranty covers the supply of parts and the associated labor: it is deemed to be exercised in the SELLER's workshops or any other place designated by him. Transport or travel on site will be the responsibility of the PURCHASER, as well as all costs emergency supply of parts that would be required by the PURCHASER beyond the usual routing procedures.
The SELLER will not be held responsible for any loss, damage or costs of whatever nature it is, including losses, indirect damages which could in particular result from the immobilization of the material for any reason whatsoever, including the immobilization of the material due to the delay in delivery of the replacement parts.
This warranty replaces all other expressed or implied warranties, including including those relating to proper functioning or fitness for use particular.
This warranty does not apply to motors, batteries, tires or other accessories which are possibly covered by the guarantee of suppliers and manufacturers of these articles.
Our warranty excludes the consequences of normal wear or those of use abnormal, shock, accident, deterioration or willful damage.
VIII. MERCHANDISE RETURN
No returned goods will be accepted by our company if there has not been prior written request made to the address of the company and accepted formally in writing by her. In the event of an authorized return of goods, the sale is still in force and the amount of the corresponding invoice remains due if the payment of the said invoice was not made in full. The packaging and transport costs occasioned by a return are fully payable by the PURCHASER. The returned goods must be in new condition, in their original packaging, at the exclusion of the material subject to a warranty claim.
IX. RETENTION OF TITLE
- 1)Transfer of ownership equipment is suspended until full payment has been made. In the absence of payment we reserve the return of the equipment sold and corresponding accessories, in application of law n ° 80-335 of 12/5/80.
If payment is made from a foreign country, ownership will only be transferred to the PURCHASER only after receipt of this payment at the SELLER's bank.
- 2)In the event of termination of the contract of sale by the PURCHASER, the SELLER would in no way be under the obligation to return the payments already made before termination, these payments will be acquired as damages.
- 3)Resale: As long as the property is not transferred to the SELLER (see paragraph IX.1) above, the PURCHASER cannot sell the equipment.
However, this does not preclude the sale of the materials as part of its day-to-day commercial management. In this case, and in the event of late payment on the dates fixed, the prior agreement of the SELLER will be necessary. If, in violation of previous paragraph, the BUYER sold the equipment to a third party, all claims arising from such sales would be deemed to be made in the name and on behalf of the SELLER who would be entitled to collect the debts until the PURCHASER has fulfilled all his obligations.
- 4)Third party rights: The BUYER must immediately notify the SELLER by letter recommended, if a third party seizes the goods sold and affected by the this retention of title clause.
- 5)Insurance: As long as the property is not transferred to the PURCHASER, the latter accepts:
- at)to take out fire, theft and water damage insurance.
- b)to submit this policy to the SELLER.
- vs)that the reimbursement of the claim be established in the name of the SELLER during the period mentioned above, if the BUYER cannot provide proof of the existence of this insurance, the SELLER reserves the right to take out such insurance at the BUYER's expense.
X. TERMS OF PAYMENT, CREDIT AND PENALTIES.
- 1)Down payments: Payment may include one or more payments before delivery. A deposit of 30% of the price including tax will always be payable by check to the order, the balance must be paid by check on delivery, unless otherwise stipulated contrary at the time of acceptance of the order.
It is formally understood that all payments made before delivery represent down payments and in no way include for the PURCHASER the option of withdrawing from his order, subject to the abandonment of his down payment (s) which, in the event of cancellation of the order for exceptional reasons remain acquired to the SELLER as compensation to be claimed on all damages that the SELLER might require.
- 2)Default interest : Payment terms cannot be delayed under some pretexts whatsoever. In addition, as a penal clause and in application of legal provisions, the PURCHASER shall automatically be liable for a penalty for late payment, calculated by applying to all of the sums remaining due, an interest rate equal to one and a half times the interest rate legal.
- 3)Imputation: The SELLER may freely charge any payment made by the PURCHASER to any debt that is due and still unpaid, even if the PURCHASER declares expressly what claim he intends to discharge.
Xl. SALE AND EXPORT RESTRICTION
The BUYER agrees not to sell equipment in any country where the sale will be, either prohibited or provisionally suspended under a legal provision decreed by the French authorities.
XII. CONTESTATION AND APPLICABLE LEGISLATION
- 1)Contest: All the sales contracts concluded by the SELLER are deemed to have been made at our head office.
In the event of any dispute whatsoever, whatever the reason and failing agreement amicable, the courts, competent at the registered office of the SELLER will be alone express agreement, the different payment methods, or shipping, as well as the place of delivery and the place of payment, cannot operate or novation, nor derogation from this jurisdiction clause.
- 2)Applicable legislation: The sales contracts and any litigation relating to them will be regulated by French law.