General conditions of sale
Conclusion of the contract
Our offers, contracts, orders and deliveries of products are subject to the present general conditions of sales, which the buyer accepts expressly and without any reservation, notwithstanding any opposite written statements of our clients. Every order is only valid after written agreement of our side. Our price proposals represent an offer, which would involve the conclusion of the contract after acceptation by the buyer, only if we agree the conditions of execution and payment, the buyer having to give guarantees judged sufficient. In case of order on call, the contract is reputed concluded and the supplies are launched only when the delivery date has been confirmed in writing by the buyer. We reserve the right to modifiy at any time our range of products without beeing compelled to delivery or to damage. Except express agreement on our part, orders can neither be cancelled nor moved forward or back by the buyer. In case of cancellation of all or part of an order, after our agreement, the goods already manufactured or beeing manufactured, the possible debits, the costs of study and research already born by us for this order will be chargeable to the buyer.
Our delivery time is given for your guidence only. Any penalty for delay and/or cancellation of order and/or damages at our own costs are excluded in case of delay of delivery, whatsoever the cause may be.
It is understood that goods travel at all times at consignee’s risk, even if supplied carriagefree. In case of losses or damages, it falls to the consignee to make written notification to the forwarding agent, at the appointed time of delivery and within THREE days after delivery, by registered letter.
Without prejudice to the above-mentioned measures concerning the carrier, all claims about apparent defects or non-conformity of the delivered or ordered products or the dispatch note, have to be notified in written within EIGHT days of their receipt. No claim will be taken into consideration after installation of the product. Eventual stocking on the site is done at the own client’s risks. In case of a defect, noted by both parties, we commit ourselves to replace the goods or to re-do the work which we had first carried out to the exclusion of all other expenses and/or indemnities of whatever nature, and insofar as the defect is not due to an act of God or to a fault of the client or a third party. Slight changes in thickness, color or weight within usual margins do not constitute sufficient ground for complaints. The instructions contained in our technical and commercial annexed documents give our products conditions of use, the buyer taking the necessary usual precautions. The goods object of claim must be stocked in the warehouse by the buyer until the definitive settlement of the claim. The buyer cannot refuse to take delivery of the goods object of a claim, nor return them without prior authorization.
Our prices are calculated packing included, ex-works, without taxes, our invoice showing in addition and clearly all the other elements. Any claim about the prices mentioned on our invoices put in after a period of FIFTEEN days after their receipt will not be taken into account.
All payments are due at THIRTY days net end of month of the invoice date, except opposite express agreement. Our company reserves the right at any time, even during the course of execution of an order or a contract, to call for a guarantee of payment, which should be agreed by us. Every amount unpaid within the agreed time laid down, makes all other outstanding debts payable forthwith. In case of non payment at the deadline or non acceptance of a bill within FIFTEEN days of its sending, we may stop deliveries, break off or modify the contract, without prejudice to any damages. For every unpaid amount, an interest indexed on the bank rate base increased by 4 points will be payable.
It is understood that if the recovery of the outstanding debts is necessary, other than by amicable agreement, 10 % will be added to the outstanding amount, interests excluded, with a minimum amount of 200 €. The costs of recovery and litigation will be born by the debtor.
Property reservation clause
Goods remain the property of the seller until complete payment of their prices including interests, expenses and all other additional costs linked to the contract, which the seller may claim for. The handing-over of cheques, bills or any other payment means will not be considered as a payment, as it does not represent a real collection. In case of non-payment, total or partly, whatsoever the cause may be, the seller may demand the return at the client costs of the goods delivered to him, notwithstanding any security, pledge, mortgage or other legal, judicial or contractual privilege, without having the obligation to reimburse the sums already paid. The goods to be returned will first be those not used and not resold by the client. However, if we think it proper, we may decide to stop the action for recovery of goods, to exert our rights to get payment of the debt, with interests, penalties and costs in addition. In case of totally or partly destruction of the goods, the client will transfer to our Company the right to indemnity paid to him by his insurance Company, in the limit of its debt. If the client resales or transforms the goods, then he has also to stipulate a property reserve clause in his agreement with the third buyer. The seller may ask the third party for his payment or the recovery of the goods even if the product has been transformed. In case of bankrupcy of the client or the third party, this clause will be opposable to the other creditors, who will have, themselves or through their trustee, to return the goods.
In case of non-fullfilment by the buyer of one or several of his obligations to the seller or in case of bankrupcy, the seller may establish the cancellation of the sale by registered letter.
Act of God
Acts of God are all events beyond the control of each party or irresistible, which would disturb the normal course of execution of its manufacturing, deliveries or supplies programs. The party that will put forward such an act of God will notify the other party of it by registered letter and will inform it of the period during which it will not be able to fulfil its obligations. The other party will then be exempted from its obligations, except from the payment of the goods already received, without having to pay an indemnity, as long as the acts of God have not stopped.
This end will be notified by registered letter with acknowledgement of receipt by the party that notified the act of God. But if these events last over SIX month after their notification, the parties will agree upon the follow up of the order and the necessary changes. If they do not agree, then :
- The seller may cancel the contract, it the act of God is put forward by the buyer,
- The buyer may cancel the contract, it the act of God is put forward by the seller.
Such a cancellation cannot involve any indemnity.
Law – Competence
The present general conditions of sales and the contracts that they govern, including their results, are subject to French law. However, our Company reserves the right, in some circumstances, to refer to the law of the client’s country. All litigation about the implementation of the present general conditions of sales, the conclusion of the sales contract, its execution or its termination will fall within the competence of the Tribunal de Commerce de Mâcon.
Only the French translation of these general conditions of sales is legally valid.