Any order placed with the seller implies acceptance by the buyer of these general terms and conditions of sale and waiver of their own general terms and conditions of purchase.
The prices and information contained in catalogs, brochures, and price lists are provided for informational purposes only. The seller reserves the right to make any changes to the layout, shape, dimensions, or materials of its devices, machines, and machine components, the illustrations and descriptions of which appear in its printed advertising materials.
The supply includes exactly and solely the equipment specified in the quotation, and acceptance of the offers also implies acceptance of these terms and conditions.
Even in the case of a prior quotation or offer, the sales contract is only final subject to the seller's express acceptance of the buyer's order. The weights given in the quotation or contract are for information purposes only; they cannot, under any circumstances, be the cause of claims or price reductions when the equipment is sold at a fixed price.
When materials are sold by weight or by the meter, the prices charged are based on the weight or meterage supplied. After the order has been placed, the seller shall provide, where applicable, installation or foundation drawings for each device, excluding any working drawings.
The dimensions of the foundation blocks are given for information purposes only; these blocks must be established by the buyer, under their responsibility, taking into account the variations required by local conditions.
For additional supplies, prices and new deadlines shall be discussed separately between the seller and the buyer. Under no circumstances may the terms and conditions for additional supplies prejudice those of the main order.
The seller retains all intellectual property rights to its projects, studies, and documents of any kind, which may not be communicated or executed without its written authorization. In the event of written communication, they must be returned to the seller upon first request.
The technology and know-how, whether patented or not, incorporated into the products and services, as well as all industrial and intellectual property rights relating to the products and services, remain the exclusive property of the seller. The buyer is only granted a non-exclusive and non-transferable right to use the products.
Delivery is deemed to have been made at the seller's factories or warehouses. Prices are exclusive of tax for equipment at the seller's factory or warehouse.
Delivery is made either by direct delivery to the customer, by simple notice of availability, or by delivery to the seller's factories or warehouses to a shipper or carrier designated by the customer or, in the absence of such designation, chosen by the seller.
The principle of delivery to the seller's factories or warehouses shall not be waived by indications such as: free delivery to the station, dock, home, or reimbursement of all or part of the transportation costs. If shipment is delayed for any reason beyond the seller's control, and the seller agrees to this, the equipment shall be stored and handled, if necessary, at the buyer's expense and risk, with the seller declining all subsequent liability in this regard. These provisions do not alter the payment obligations for the supply and do not constitute a novation.
Delivery times shall run from the latest of the following dates: the date of acknowledgment of receipt of the order, the date on which the seller received the information, deposit, or supplies that the buyer had undertaken to provide.
Delays cannot justify the cancellation of the order. In the event of a delay in delivery in relation to the contractual deadlines: if special agreements stipulate penalties, these may not, under any circumstances, exceed 5% of the workshop or store value of the equipment whose delivery is delayed. In the absence of special agreements, a penalty of 0.5% may be applied for each full week of delay from the end of the third week, up to a maximum of 5% of the workshop or store value of the equipment whose delivery is delayed.
A penalty may only be applied if the delay is attributable to the seller. It may not be applied if the buyer has not notified the seller in writing at the time of ordering and confirmed, at the time scheduled for delivery, its intention to apply this penalty.
These penalties are lump-sum damages and are exclusive of any other form of compensation.
The seller is automatically released from any commitment relating to delivery times if the buyer has not complied with the payment terms or in the event of force majeure or events beyond the seller's control, such as: lockouts, strikes, epidemics, war, requisitioning, fire, flooding, equipment accidents, scrapping of important parts during manufacture, interruption or delay in transport, or any other cause leading to total or partial unemployment for the seller or its suppliers.
The seller shall keep the buyer informed, in a timely manner, of such cases or events. Payments for supplies may not be deferred or modified due to penalties.
Non-returnable packaging is always payable by the customer and will not be taken back by the seller. Unless otherwise specified, packaging will be prepared by the seller acting in the best interests of the customer.
5. PAYMENT TERMS
The contract determines the terms of payment.
The deadline for payment of amounts due is set at thirty days following the invoice date.
The invoice shall state the date on which payment is due and the rate of penalties payable on the day following the payment date stated on the invoice.
Pursuant to Law No. 2001-420 of May 15, 2001, any delay in payment in relation to the contractual dates shall automatically give rise to a late payment penalty calculated by applying to the outstanding amounts a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by at least seven percentage points, without this penalty affecting the enforceability of the debt. Late payment penalties are payable without the need for a reminder.
In accordance with Articles 441-6 and D. 441-5 of the French Commercial Code, any delay in payment shall automatically entail, in addition to late payment penalties, an obligation for the debtor to pay a fixed compensation of €40 for recovery costs.
Payment is deemed to have been made on the date on which the funds are made available by the customer to the beneficiary or their representative.
In the event of a dispute or partial performance of the contract, payment remains due for the part of the contract that is not disputed or partially performed.
In the event of sale, transfer, pledging or contribution to a company of its business or equipment by the buyer, as well as in the event that one of the payments or the acceptance of one of the drafts is not made on the date, the sums due become immediately payable, regardless of the conditions previously agreed upon.
Repair and maintenance work, as well as additional supplies or supplies delivered during installation, shall be invoiced monthly and payable in cash, net and without discount.
The seller retains ownership of the goods sold until full payment of the principal and ancillary costs has been received. Failure to pay any of the installments may result in the goods being reclaimed.
However, from the moment of delivery, as defined in section 3 above, paragraph 2, the buyer assumes the risk of loss or damage to the goods, as well as liability for any damage they may cause.
All transport, insurance, customs, handling, and delivery operations are at the expense and risk of the buyer, who is responsible for checking shipments upon arrival and, if necessary, exercising their rights of recourse against carriers, even if the shipment was made carriage paid. In the event of shipment by the seller, the shipment is made carriage forward, at the lowest rates, unless expressly requested by the buyer and, in all cases, under the buyer's sole responsibility.
8.1. Defects covered by the warranty
The seller undertakes to remedy any malfunction resulting from a defect in design, materials, or workmanship (including assembly, if this operation is entrusted to the seller) within the limits of the provisions below. The seller's obligation does not apply in the event of a defect resulting from materials supplied by the buyer or a design imposed by the buyer.
Any warranty is also excluded for incidents due to unforeseeable circumstances or force majeure, as well as for replacements or repairs resulting from normal wear and tear of the equipment, damage or accidents resulting from negligence, faulty installation, supervision or maintenance, and abnormal use or use that does not comply with the seller's instructions for this equipment.
8.2. Duration and starting point of the warranty
Unless otherwise agreed in writing, this commitment applies only to defects that become apparent during a warranty period of one year.
The warranty period runs from the date of delivery as defined in §3 above, paragraph 3.
If shipment is delayed, the warranty period shall be extended by the duration of the delay. However, if this delay is due to a cause beyond the seller's control, the extension may not exceed three months.
Replacement parts or replaced parts are guaranteed for the remaining period of the warranty referred to in 8.2, paragraph 1.
8.3. Obligations of the buyer
In order to invoke the benefit of these provisions, the buyer must:
– inform the seller, prior to placing the order, of the destination and conditions of use of the equipment,
– notify the seller, without delay and in writing, of any defects it attributes to the equipment and provide all evidence to support these claims,
– give the seller every opportunity to ascertain these defects and remedy them, – refrain, unless expressly agreed by the seller, from carrying out repairs itself or having them carried out by a third party.
8.4. Terms and conditions for exercising the warranty
It is the responsibility of the seller, once notified, to remedy the defect at its own expense and with all due diligence, the seller reserving the right to modify the equipment if necessary in order to fulfill its obligations.
Work resulting from the warranty obligation shall be carried out in the seller's workshops after the buyer has returned the defective equipment or parts to the seller for repair or replacement.
At the buyer's written request, repairs may be carried out at the installation site and will be subject to a prior cost estimate covering all costs except labor costs for the repair.
The cost of transporting the defective equipment or parts, as well as the cost of returning the repaired or replaced equipment or parts, shall be borne by the buyer, as shall the travel and accommodation expenses of the seller's agents in the event of repairs at the installation site.
When a device, whether under warranty or not, is returned as defective when it is not, a minimum flat fee of €79 will be charged for diagnostic compensation. Parts replaced free of charge are returned to the seller and become its property again.
9.1. Liability for direct damages.
The seller is liable for direct damages caused to the buyer resulting from faults attributable to the seller in the performance of the contract. Therefore, the seller is not liable for the harmful consequences of faults attributable to the buyer or third parties in relation to the performance of the contract, nor for damage resulting from the seller's use of technical documents, data, or any other means provided or whose use is imposed by the buyer and which contain errors not detected by the seller.
9.2. Liability for indirect or immaterial damages.
Under no circumstances shall the seller be liable for immaterial or indirect damages such as, in particular: operating losses, loss of profit, commercial damage, etc.
The seller's liability is strictly limited to the obligations expressly stipulated in the contract. All penalties and compensation provided for therein are in the nature of lump-sum damages, in full settlement and to the exclusion of any other penalty or compensation.
With the exception of gross negligence on the part of the seller and compensation for bodily injury, the seller's liability shall be limited, for all causes combined, to an amount which, in the absence of any stipulation to the contrary in the contract, shall be capped at the contractual value of the supply or service giving rise to the claim.
The buyer guarantees that its insurers or third parties in a contractual relationship with it will waive any recourse against the seller or its insurers beyond the limits and exclusions set out above.
10.1. Custom work
With regard to custom work, the manufacturer guarantees only that the work will be carried out in accordance with the dimensions, tolerances, and specifications provided to them.
When the contractor is responsible for supplying the material, in the event of non-compliant or defective parts, to the extent that their number exceeds the tolerances, the contractor shall only be required to replace them free of charge, without being liable for damages.
When the material or parts are supplied by the customer, the manufacturer, in the event of non-compliant performance not resulting from a defect in the materials or parts themselves and involving a number of parts exceeding the tolerances, shall be required, at the customer's discretion, either to issue a credit note corresponding to the manufacturing cost of the rejected parts or to re-perform the work using the necessary materials or parts made available to it by the customer.
Unless expressly provided for in the contract, the manufacturer shall only be liable for the loss or damage of the material or parts entrusted to it if a serious breach of the rules of prudence and diligence normally required for work of this kind is found.
10.2. Repairs
Unless expressly agreed otherwise, repair work shall not give rise to any warranty other than that of proper performance of said work.
10.3. Services
The prices indicated in the order or contract exclude all services other than those due under the warranty. Services such as commissioning assistance, training, installation checks, periodic inspections, without this list being exhaustive, must be explicitly provided for in the order or contract or in subsequent amendments and are subject to specific prices.
In the absence of an amicable agreement, it is expressly agreed that any dispute relating to the contract shall fall within the exclusive jurisdiction of the court in whose jurisdiction the seller's domicile is located, even in the event of a warranty claim or multiple defendants.
