Unless otherwise agreed in writing by us, the present contract and any subsequent contracts are subject exclusively to the terms and conditions set out below, notwithstanding the use of purchasing terms and conditions by the customer, even if these stipulate otherwise and/or are sent to us after our own terms and conditions have been sent. Any opposition by the customer can only suspend application if it reaches us within eight days of the date of our dispatch, with individual indication of the clauses concerned.

 

1- OFFERS AND ORDERS

All our proposals (offers), even when accompanied by a period of validity, are made without obligation on our part.

Only written confirmation, delivery or invoicing on our part are binding on our customers.

The contract is concluded on the basis of our order confirmation, unless the customer makes a reservation in accordance with the above conditions (see framing).

Any change made on this occasion, or any subsequent modification of the mutual commitments, requires our written agreement and authorizes us to adapt the other agreed clauses, in particular those concerning price and deadlines. All orders are final and irrevocable.

 

2-INFORMATION ON CHARACTERISTICS AND QUANTITIES

The information and characteristics given in our catalogs and offers are for guidance only.

They are only binding on us if the characteristics have been individually imposed by the customer and expressly and individually accepted by us.

In accordance with general industry practice, customers accept, unless expressly agreed otherwise, a difference in weight and quantity of plus or minus 10%.

 

3- DELIVERY – DELIVERY DISRUPTIONS

3.1 The risks and perils of the goods pass to the purchaser at the time of dispatch or readiness for dispatch, even if we deliver carriage paid or prepaid.

3-2 Delivery times are given as an indication only and only become binding after express written confirmation.

3.3 Deadlines only start to run once the customer has communicated in writing all documents, data or information to be supplied by him and necessary for the manufacture of the goods, and once all technical and commercial details have been agreed.

3.4 In the event of non-compliance with a confirmed delivery date, any claim for damages or cancellation of the order may only be made after formal notice has been given and an appropriate grace period has expired. Article 9.4 applies in this case.

3.5 Partial deliveries are always permitted and are invoiced on a pro rata basis.

3.6 We are released from our obligations – either in part or in full – in the event of fortuitous events or force majeure delaying or preventing manufacture, shipment, import or distribution in the customer’s country. In particular, the following are considered to be cases of force majeure: strikes, whether total or partial, which could hinder the execution of the contract, accidents, fire, embargoes, disruptions to the supply of materials or raw materials, disruptions to means of transport, restrictions on the use of energy, disruptions in the production of our own suppliers or their subcontractors, significant changes in customs regimes or import/export regulations or exchange controls, as well as, in general, all events beyond our control which cannot be attributed to us and which result in a delay in the performance of the contract.

In all cases, we may request performance of the contract, but with adjustments to the time limits and any other conditions.

3.7 In the event of a delay in taking delivery on the part of the customer, we are entitled to store the goods at your risk and to charge a flat-rate storage fee of 0.5% of the price of the goods per month, without prejudice to all our other rights.

4- PRICES

4.1 Our prices are always fixed at the time of order confirmation.

4.2 We reserve the right to revise these prices in exceptional cases to take account of significant changes in the conditions under which prices are determined before leaving the factory (changes in the price of raw materials, taxes, etc.).

If our delivery is delayed due to the purchaser’s fault, we are entitled to invoice on the date of availability. In the case of imported material, our prices are subject to readjustment for the fraction of the price corresponding to the imported value, according to the exchange rate of the foreign currency at the time of importation.

4.3 Prices are net, ex works, exclusive of tax. Transport and packaging costs will be invoiced separately.

Any additional service not provided for in the order confirmation will incur an additional charge.

 

5- ASSEMBLY AND COMMISSIONING

5.1 In the event that we have taken over the assembly and/or commissioning of equipment delivered by us, the customer must make available the surfaces, operating and lifting equipment, as well as the connections and consumables needed to carry out a reasonable number of tests.

5.2 Assembly and/or commissioning do not affect the place of delivery or the warranty conditions.

5.3 Commissioning constitutes acceptance of the equipment by the customer and excludes all subsequent claims, except for the warranty.

 

6- PAYMENT

6.1 All our invoices and any sums due to us for any reason whatsoever are payable at our registered office. Payment by bills of exchange is only accepted if they are returned to us within two weeks of their issue and always subject to performance. Payment dates are fixed and definitive terms, requiring no special notice of default, and may not be extended.

6.2 Any delay in payment – even partial payment on the due dates – shall automatically and immediately give rise to interest on arrears calculated at a rate equal to three times the legal interest rate; in this case, we also reserve the right to suspend all our current contracts.

In the event of late payment, bankruptcy, application for or initiation of insolvency or bankruptcy proceedings, application for a moratorium on seizure or any other measure relating to payment difficulties, and lastly, in the event that a bill of exchange sent for acceptance is not returned to us duly accepted and domiciled within two weeks, we reserve the right to demand immediately and by operation of law all amounts still due to us under our business relationship, even if bills of exchange payable at later dates have been created. We also reserve the right, in any of the above cases, to cancel or terminate any contract with the purchaser by simple registered letter with acknowledgement of receipt, or by any other unequivocal declaration. We shall then be entitled to take back, without further formality, any material remaining in our ownership (cf. article 7), and this without prejudice to any other rights to damages and interest, in the absence of immediate restitution by the purchaser, this restitution may be requested, on a provisional basis, by legal action at the place of jurisdiction of our choice, all corresponding costs being at the purchaser’s expense.

6.3 We reserve the right to demand advance payments or payment guarantees, even in the case of regular payment of instalments, should we be informed of a deterioration in the purchaser’s financial situation or a change in his legal position. If these guarantees are not provided within the time limit requested, or if the guarantees provided appear to us to be insufficient, we are then entitled to invoke the provisions of the above paragraphs.

6.4 The purchaser may not invoke any right of retention or set-off to release himself from his payment obligations.

6.5 Fixed compensation for collection costs of 40 euros.

 

7- RESERVATION OF TITLE

The seller expressly reserves ownership of the goods delivered until full payment of the price and related accessories, in accordance with the terms of law no. 80-335 of 12/05/80 and law no. 8598 of 25/01/85. As holder of our goods, the purchaser assumes custody, risk and responsibility for them at his own expense in all cases, even in cases of force majeure.

The purchaser undertakes to keep our goods constantly identified before any use. It is expressly agreed that for the identification of goods at the purchaser’s premises, the customary rule is applied whereby the products which have been in the purchaser’s warehouses the longest are the first to be withdrawn; consequently, our existing goods in these warehouses are deemed to be those, up to the same amount, which we have most recently delivered to him. Once we have made known our decision to invoke the retention of title clause and claim our goods, the purchaser must either return them to us without delay and at his own expense, or pay for them in full in order to be able to use them.

 

8- DOCUMENTS AND DRAWINGS, TOOLS AND MODELS

8.1 Documents and drawings shall remain the property of the party who communicated them to the other party.

8.2 The purchaser shall bear the costs of distribution due to wear and tear or other causes not attributable to the seller of its tools and models deposited with the latter.

The seller will be responsible for the safekeeping of these tools and models during the agreed delivery periods after their expiry, this safekeeping being at the buyer’s risk.

 

9- INSPECTIONS – WARRANTIES – CLAIMS

9.1 In the case of orders with individual specifications relating to the products sold or their use, and in particular for capital equipment, the purchaser must carry out, at his own expense and in good time, the usual or contractual inspections and, in all cases, carry out an official acceptance of conformity at the factory and in accordance with the customs of the manufacturer’s country, failing which the products are deemed to be fully compliant with the order.

9.2 Any claim for apparent defects, errors in execution or any other anomaly must be made by registered letter within one week of delivery. The goods must not be used by the customer without our agreement.

9.3 Our equipment is guaranteed, within the limits of mandatory and imperative legal provisions, against any hidden defect. Regardless of the legal period, and provided that a complaint is made immediately, we grant a warranty period for hidden defects of 12 months after delivery.

Any warranty is excluded for defects resulting from abnormal conditions of use, application, installation or assembly, excessive use or normal wear and tear of the material.

The warranty does not apply to modifications or repairs carried out by the purchaser without our prior agreement.

The purchaser must notify our company’s head office immediately by registered letter of any defects in the goods he has observed. In order to be enforceable against us, all observations must be made by both parties. All parts and merchandise in dispute must be carefully kept by the purchaser. Parts and merchandise in dispute may only be returned at our express request.

The warranty consists, at our option, either in the return of the goods against a credit note corresponding to the invoiced value, or in the reinstatement or free replacement of the equipment. Under no circumstances may the purchaser claim damages of any kind or for any reason whatsoever. In order to invoke our warranty, the purchaser must first have fulfilled his obligations arising from the entirety of our business relationship.

9.4 Except in the case of mandatory statutory provisions, our liability – both contractual and extra-contractual – can only be invoked in the event of intentional fault or particularly serious negligence on our part or on the part of our agents.

In all cases, such liability shall cover only the customer’s direct loss or damage, and not indirect loss or damage which does not directly affect the material supplied. Furthermore, it is always limited to the invoice value of the contract in question.

 

10- SETTLEMENT OF DISPUTES – VALIDATION / NULLITY

10.1 The courts of the company’s registered office shall have sole jurisdiction to hear disputes relating to the interpretation and/or performance of our contracts. We reserve the right to take legal action at the customer’s domicile.

10.2 Should any of the above clauses prove ineffective or inapplicable for any reason whatsoever, this shall not affect the validity of the conditions of sale and the contract.

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