General conditions of sale and delivery

General

Our General Conditions of Sale and Delivery (GCSD) apply to all quotations, offers, orders, order confirmations, sales contracts and generally to all business relations. They are the law of the parties and prevail over the customer’s purchase conditions. No exceptions shall be enforceable against these conditions unless expressly accepted by our company in special conditions in the order acknowledgement.

The services, deliveries and offers provided by the seller shall be performed or made exclusively based on these GCSD and shall therefore apply to all future business relations, even without any other explicit consent. The GCSD shall be deemed to have been accepted at the time of the order. All other documents, such as catalogues, price lists, brochures, and other documentation, are for information purposes only, have no contractual value and are not binding on the seller, who reserves the right to make any changes.

Price

Unless otherwise agreed, all prices of the seller are quoted on an « ex works » = EXW basis (Incoterms 2020), exclusive of VAT, which must be paid by the buyer.

In the case of a delivery agreed between the buyer and the seller at a delivery address, the buyer undertakes to bear the costs incurred by the seller for transport, packaging, and insurance.

The prices stated in the offer are binding on the seller and are valid for the period specified in the offer.

The prices stated in the offer are binding, exclusive of VAT. If an additional delivery and/or service is requested after acceptance of the commercial offer by the client, both parties shall agree to amend the original commercial offer or to make a separate commercial offer including the additional delivery and/or service.

If, for any reason whatsoever, a period of at least three (3) months has elapsed since the conclusion of the agreement and the start of its execution, the seller may increase the selling price, considering the following criteria:

• cost of living increases
• changes to the tariff agreement
• rising production costs
• exchange rate regulations
• tax increases
• significant increases in material or other production costs
• changes in delivery times.

Orders

The sales contract is established upon receipt of the order sent to the seller by the buyer.

Offers and quotations are not legally binding. Orders placed by the buyer shall only be deemed to have been accepted upon receipt of a written order confirmation from the seller or one of its representatives. Verbal agreements made with a representative of the seller are only binding when confirmed in writing by the seller.

Declarations of acceptance and all orders placed shall only be effective in the presence of a written order confirmation issued by the seller. In this context, a written confirmation by e-mail or fax is sufficient. The acceptance of the order shall be made exclusively based on the GCSD.

Additions, supplements, and verbal agreements require the written confirmation of the seller to be considered valid. It is not possible to cancel an order already placed by the buyer and confirmed by the seller.

Changes to the terms of the order, such as quantities, numbers of pieces, article designations or technical specifications, are only permitted within a period of 24 hours after the seller has sent the order confirmation.

Quantities and numbers of pieces, quality criteria and all product specifications are based on the details of the offer made by the seller (in case of written confirmation by the buyer in the form of an order confirmation), or on the details of the order placed by the buyer (in case of written acceptance by the seller in the form of an order confirmation). In this context, all product specifications, commercial documents, offers, etc. shall remain strictly confidential and shall never be made accessible to third parties. The buyer is responsible to the seller for the correctness and completeness of the information provided in the order and undertakes to make available to the seller within a reasonable period of time all information necessary for the execution of the contractual arrangements mentioned. If, due to the specifications of the products indicated by the buyer, the seller makes appropriate changes to the product during the manufacture or shipment of the goods, the buyer undertakes to compensate the seller for all losses, damages, costs and expenses incurred by the seller, as well as for payments made or agreed upon by the Seller with third parties, if they are related to the infringement of patent and copyright rights, trademark protection or other industrial or intellectual property rights and result from the changes requested by the Buyer in the product specifications.

Subject to the disclaimer, the seller reserves the right to make any changes to the product specifications necessary to meet legal requirements.

If the delivery is made in accordance with the Seller’s product specifications, the Seller reserves the right to make any changes to the product specifications that do not affect the quality or capacity of the products.

All information contained in the documents prepared by the seller and required for the sale is purely informative and has no contractual value.

All analyses and studies carried out or provided at the request of the buyer must be checked before the products are used. The seller assumes no liability to the buyer or to third parties for the content of these documents and excludes all claims for damages or other claims in this respect.

In the event of cancellation of an order already placed by the buyer and confirmed by the seller, a charge of 10% of the order amount will be levied.

Payment conditions

Unless otherwise specified in the order confirmation, the purchase price is payable in cash at the time of order or according to the payment terms specified in the commercial offer accepted by the buyer. Discounts require the prior written approval of the seller.

Payments shall be made exclusively by bank transfer; cheques or bills of exchange shall not be accepted as means of payment unless otherwise agreed. If the means of payment is a letter of credit, this letter of credit must be issued by a bank approved by the seller. If the Buyer fails to make payment to the Seller in due time, the Seller shall be entitled, at his discretion and without prejudice to any other rights, to :

• terminate the contract or suspend further deliveries to the buyer;
• charge the buyer interest from the due date in accordance with the reference interest rate of the European Central Bank until the amount due is finally and fully paid. The buyer is entitled to demonstrate that the delay in payment has not caused any damage or only minor damage.
• charged the buyer with a fixed compensation for collection costs, the amount of which shall be determined by decree.

Orders are accepted on condition that the buyer can pay the purchase price in full. If this precondition is not met due to the buyer’s insolvency or if the payments due are not made within the agreed term of payment, the seller may demand immediate cash payment before delivery of the goods, regardless of the previously agreed term of payment.

If the buyer’s limited creditworthiness becomes apparent after conclusion of the contract or in connection with late payments, the seller is entitled to withdraw from the sales contract and to demand immediate payment of all claims, irrespective of whether they have already fallen due. If the seller exercises his right to withdraw from the contract, the buyer is obliged to compensate the seller for lost profits or costs incurred, for the working time required for the order. The corresponding payments must be made exclusively to the seller.

No compensation is permitted.

Delivery

Delivery times are given as an indication in the offer, unless otherwise agreed. The delivery periods shall commence upon dispatch of the order confirmation and upon receipt of the first payment if this is payable at the time of ordering.

A delay in delivery does not give the buyer the right to cancel the order or to claim compensation for direct or indirect damage caused by the delay. Penalties for late delivery can only be demanded if there is an express written agreement between the seller and the buyer on this matter. Even in this case, the seller is automatically released from any obligation and consequently from any penalty for delay:

• if the payment conditions stipulated in the order have not been observed by the buyer,
• if the information or documents to be provided by the buyer have not arrived on the date specified.

Finally, no sanction or penalty may be claimed when the delay is due to force majeure or events such as: lock out, strike, epidemic, war, requisition, fire, flood, or transport delay or any other cause that makes delivery or provision by the seller considerably more difficult or impossible, even if delivery dates or deadlines have been defined in advance.

Events of this kind entitle the seller to postpone delivery or performance for the duration of the impediment or to withdraw from the contract in whole or in part in respect of those terms of the contract which have not been fulfilled because of the impediment. The seller is entitled to make partial deliveries or provide partial services at any time.

In no case shall the amount of the delay penalty exceed 1% of the value of the undelivered material per week of delay with a deductible of 2 weeks, and the delay penalties may not exceed 5% of the value of the undelivered material.

Payments for supplies may not be deferred or modified because of penalties, nor may any compensation be made as a result.

If the terms of the contract require the Buyer to collect the goods, such collection shall take place by the Buyer or his representative at the warehouse designated by the Seller, when the Seller has informed the Buyer that the goods are ready for collection.

As far as possible, the quantities ordered by the buyer shall be delivered. Deviations from the quantity stated on the delivery note or invoice must be reported to the seller in writing within 5 working days of receipt of the goods.

If the buyer is in arrears with the collection of the goods, he shall nevertheless be obliged to make payment in accordance with the deadlines and conditions previously agreed. The seller shall store the goods at the buyer’s risk and expense. At the buyer’s request, the seller may insure the goods at the buyer’s expense.

Studies and projects

Studies and documents of any kind delivered or sent by the seller shall always remain his entire property and must be returned to him on request. Unless otherwise stipulated, these studies and documents are supplied free of charge and the seller’s liability is expressly limited to the guarantee clauses below.

Warranty and exclusion clauses

The buyer must check the goods on each delivery.
Unless otherwise agreed in the offer, the seller guarantees all delivered products according to the manufacturer’s terms for a period of 12 months from the date of invoice.
Unless otherwise agreed, the seller does not guarantee the suitability of the goods for any use other than that agreed with the buyer.
The warranty granted by the seller is subject to the following conditions:

• The seller shall not be liable for damage resulting from product specifications provided by the buyer
• The seller will only provide the guarantee described above after full and punctual payment of the total amount due has been received.
• The warranty does not cover parts, materials or equipment manufactured by the buyer or ordered by the buyer, unless such warranty is granted to the seller by the manufacturer.
• This warranty does not cover any damage in or to the product caused by improper installation or maintenance, misuse, neglect, or any use other than the intended commercial use.
  All claims by the buyer based on errors or damage regarding the quality or condition of the product must be communicated to the seller within two weeks of the date of delivery.
  The buyer is entitled to expect the delivery of replacement items or the repair of the damaged item, or a discount to the extent of the provisions made for this in the
  relevant sales contract. Liability is excluded for loss of profit of any kind or consequential financial loss, including the loss of income which it would normally have been possible to obtain with the goods sold.
  In the event of justified claims for compensation by the buyer for non-conforming or defective goods, and if the seller is informed of this in accordance with the provisions of the contract, the seller may freely decide to replace the product concerned free of charge to the buyer or to carry out a repair.
  If the seller is not the manufacturer of the products sold by the Company, the seller shall not be liable for any obligations or costs arising from the warranty granted by the manufacturer. This clause does not affect the manufacturer’s written warranty promises.
  The seller does not assume any warranty for the effectiveness of the systems or components delivered to the buyer.

Regulation of risk transfer

If the goods are handed over at the warehouse designated by the seller (« ex works » = EXW lncoterms 2020), the risk shall pass to the buyer as soon as the seller has informed the buyer that the goods are ready for collection.

If shipment of the goods is not possible and the seller cannot be held liable, the risk shall pass to the buyer as soon as the seller has informed the buyer that the goods are ready for shipment.

The risk of deterioration or loss of the goods shall pass to the buyer as soon as the goods have been handed over to the carrier or the person responsible for the transport of the goods, or as soon as the goods have left the warehouse designated by the seller. This also applies if the seller bears the transport costs.

The buyer must inspect the goods immediately after receipt. Complaints are excluded if they are not made within 14 days of receipt of the goods.

Complaints or claims for compensation for hidden defects or defects that are difficult to detect during a routine inspection must be made directly to the manufacturer.

If the delivery is partially damaged, the buyer is not entitled to claim compensation for all the goods contained in this delivery.

Services and intervention

The services to be provided by us for services at the purchaser’s premises or on site are detailed in the quotation and in the order confirmation. The premises and/or sites must be prepared by the buyer in accordance with a technical description in the quotation.

Reservation of ownership/Reservation of title

Regardless of the terms of the contract, the seller reserves the ownership of the item sold until receipt of all payments mentioned in the delivery contract in accordance with the terms of law n°80-335 of 12 May 1980.

In the event of behaviour by the purchaser contrary to the provisions of the contract, in particular in the event of non-payment, the seller is entitled to recover the item sold, to resell it or to dispose of it in any other way.

Until the transfer of ownership of the goods to the buyer, the buyer shall retain the goods as the seller’s fiduciary agent and is therefore obliged to handle the goods with care and to insure them at his own expense.

Responsibility

General principles: Excluding gross negligence on the part of the seller and compensation for personal injury, the seller’s liability is limited, for all causes, to a sum which, in the absence of any stipulation to the contrary in the contract, is capped at the value of the goods and services received by the buyer and paid for by the latter on the date of the claim. The buyer guarantees that his insurers or third parties in a contractual situation with him will waive any recourse against the seller or his insurers beyond the limits and exclusions set out above.

Liability for direct material damage: The Seller is not obliged to compensate for the harmful consequences of the Buyer’s or third parties’ faults in the execution of the contract, nor for damage resulting from the use of technical documents, data or any other means provided or required by the Buyer and containing errors not detected by the Seller.

Liability for indirect and/or immaterial damage: Under no circumstances shall the seller be liable to compensate for immaterial and/or indirect damage, such as operating losses, loss of profit, commercial loss, as well as any other damage of the same nature, including indirect damage related to installation, transport, handling, and travel costs.

Other terms

The Seller reserves the right to make changes or improvements to the Product without notice, provided that such changes do not affect the form or function of the Product.
This agreement supersedes any warranty obligations entered into between the contracting parties at an earlier date, whether oral or in writing. All warranty agreements entered into at an earlier date are cancelled at the time this agreement is signed.
This agreement is not transferable without the written consent of both contracting parties.
Both parties undertake to bear all costs necessary for the execution of the contract.
In case of differences between the French and another language versions of these General Terms and Conditions of Sale and Delivery, the French version shall prevail.

Competent court

When the sales contract is registered between the buyer and our Company, any matter relating to these general sales conditions which they govern which is not dealt with by these contractual stipulations, shall be governed by French law to the exclusion of all other laws.
Each party agrees to submit to the jurisdiction of the seller.
The seller has the right to bring a claim before the competent court of the buyer or before a competent national or international court of its choice.
In case of conflict between the different versions of the General Terms and Conditions of Sale and Delivery, the French version shall prevail.

Collection of personal data (General Data Protection Regulation)

The client is informed that the collection of his personal data is necessary for the execution of the mission entrusted to the Company and is collected solely to process the request or to ensure the execution of the services defined in the contract. It is reserved for the exclusive use of the Company and its employees for the proper execution of the contract. The client cannot be unaware that it may be brought to the attention of subcontractors, under the joint and several responsibilities of the Company.
The data controller is the Company’s Administrative Manager.
Unless the client expressly agrees, personal data will not be used for advertising or marketing purposes. The Company will keep the data thus collected for a period of 5 years.
The customer is informed that he/she has the right to access, rectify, delete, limit, and oppose the processing and the right to portability of the personal data collected. This right, provided that it does not conflict with the purpose of the processing, may be exercised by sending a request by post or by e-mail to the above-mentioned data controller. The data controller must provide a response within a maximum of one month. If the Customer’s request is refused, reasons must be given. The Customer is informed that in the event of refusal, he/she may lodge a complaint with the CNIL (3 place de Fontenoy, 75007 PARIS) or refer the matter to a judicial authority.