Our sales are made exclusively under these general terms and conditions of sale, notwithstanding any contrary stipulations set out in the general terms and conditions of purchase. The mere fact of not raising any objection within 8 days of our order confirmation implies the buyer’s unconditional acceptance of these conditions.
The information provided in our catalogues, brochures and price lists, as well as the statements of our agents and representatives, are for indicative purposes only. All orders we receive and which are taken by our agents and representatives only become final after written confirmation on our part; however, the signing of a purchase order definitively commits the buyer.
For delivery specifications, the agreements and sales conditions specified in the supplier’s order confirmation are the only ones that apply. Verbal agreements that are not confirmed in writing are of no value.
2. Deliveries
All our products, even when shipped freight-free, travel in non-returnable packaging at the risk and peril of the recipient, who must upon arrival check the quantity, assess the quality and condition before taking delivery, and exercise any recourse directly against the carrier in the event of damage or shortage.
We bear no liability for deterioration or losses occurring during transport. If the buyer has not specified the shipping conditions, it is up to the supplier to arrange transport by the route it deems best. If the buyer does not give specific instructions regarding insurance against transport risks, the supplier may take out insurance as a goodwill gesture at the buyer’s expense without prior notice.
However, the supplier is under no obligation to insure. Packaging is ensured by us in such a way that the goods to be delivered travel in satisfactory conditions.
All shipping costs are to be borne by the customer.
In the event of partial return of a delivery by the customer, we are authorized to charge a surcharge due to the partial cancellation of the order.
3. Delivery Times
Delivery times are given as accurately as possible, but without any guarantee on our part.
Any delivery delays shall not give rise to any compensation, nor justify cancellation of the order. We reserve the right to make partial deliveries.
4. Force Majeure
Factory accidents, labor shortages, strikes, lockouts, wars, political events, irregularities in the supply of raw materials, transport problems, administrative measures, disruptions within the company, fire or other incidents within the company, or material problems of any kind, etc., all constitute cases of force majeure, authorizing us to suspend or fulfill our commitments and extend the agreed deadlines, without this giving rise to any compensation for the buyer. This also applies if these circumstances affect a subcontractor.
5. Prices
Unless otherwise stated in our offers or order confirmations, our prices are quoted exclusive of tax, ex-works, unpackaged, except in specific cases expressly notified.
Packaging will be invoiced separately and will not be taken back.
Regardless of the order date, our prices are invoiced at the date of order confirmation.
Additional or special executions will incur price supplements. In the event of an increase in the price of raw materials or labor costs relating to the ordered products between order registration and the delivery date, our company may recover these price increases, either partially or in full, based on the price in effect on the day of registration.
Any modification of one of the price components between the order and actual delivery will result in a price adjustment, without this entitling the buyer to cancel the order or make any claim whatsoever.
6. Payment Conditions and Transfer of Ownership
Unless otherwise expressly agreed, our payment terms are 30 days from the invoice date.
No discount will be granted for early payment.
In the case of a cash payment discount, this will be deducted from our taxable turnover; the amount of VAT deductible by you must be reduced by the amount relating to the discount.
The issuance of a bill of exchange requires express and specific agreement, and no deductions are permitted.
In the event of late payment, in accordance with article L441-6 of the French Labor Code, a penalty equal to 3 times the legal interest rate and a fixed compensation of €40 for collection costs will be due.
A deterioration in the buyer’s creditworthiness that becomes known subsequently gives the seller the right to require payment before delivery, or the provision of guarantees, even when the order confirmation provides for another payment method.
In the event of a deterioration in creditworthiness, the seller may at any time withdraw partially or completely from existing contracts with the buyer. Bills of exchange and checks are accepted as additional security. Amounts falling due at a later date become immediately payable when the buyer stops making payments, is in a state of insolvency, or fails to honor their bills of exchange. Accepted bills of exchange may be returned, and the original claim may be reasserted.
Discount charges, bill of exchange registration fees, and late payment interest are payable immediately. Collection costs and discount charges are to be borne by the buyer. The seller gives no guarantee for the presentation, protest, notification, or return of bills of exchange within the stipulated deadlines in the event of non-payment. The withholding of invoices, or invoicing on the basis of any counterclaim by the buyer, is excluded.
7. Retention of Title Clause
Governed by the law of January 25, 1985, as amended on June 10, 1994.
All our sales are concluded with retention of title. Consequently, the transfer of ownership of the sold goods to the buyer is suspended until full payment of the price.
In the event of the submission of a check or a bill of exchange, payment shall only be deemed completed upon actual receipt of funds.
The risks are transferred to the buyer upon delivery of the goods sold under retention of title. The buyer shall be responsible, at their own expense, risk and peril, for the preservation, maintenance and use of the goods.
The buyer shall be liable for any damage caused by the goods from the moment of delivery.
The buyer must insure the delivered goods at their own expense in favor of the supplier against the risks of fire and water damage, and must be able to present the insurance policy upon request.
The buyer must also grant the supplier and its agents access to the storage location.
If the buyer experiences payment difficulties or is unable to meet their deadlines, the supplier has the right to reclaim the delivered goods without waiving their rights, or to withdraw from the contract.
In the event of repossession of the delivered goods, all costs shall be borne by the buyer. In the event of contract termination, the buyer must pay the supplier, in addition to compensation for any wear and tear of the delivered goods, any reduction in value for which the buyer is not responsible.
The supplier is free to pledge the delivered goods. This does not constitute a waiver of the retention of title clause. In the event of termination of the pledge, the buyer loses their rights to performance of the contract.
The buyer is authorized, in the normal course of their business operations, to resell the delivered goods. However, they may not pledge them or transfer ownership as security.
The buyer shall be required to oppose, by all legal means, any claims that third parties may seek to assert over the sold goods through seizure, confiscation or equivalent proceedings.
Upon becoming aware of such claims, the buyer must immediately notify the seller to enable them to protect their interests.
If the buyer does not own the premises in which they conduct their business, they must inform the landlord of the legal status of the sold goods and provide evidence of this notification to the seller.
The same obligation to inform and provide evidence applies in the event of the registration of a pledge over the business they operate.
The following additional rules apply to resellers:
Resale before full payment is only authorized to the reseller in the normal course of business, and on the condition that the supplier is informed of each resale without delay. The retention of title clause over the delivered goods is not only valid until full payment of the purchase price of those goods, but also until payment of all past and future deliveries of goods within the scope of the business relationship.
Until then, the reseller is not authorized to pledge goods in favor of third parties or to use them as security. In the event that goods are mixed with other goods in indefinable proportions, and if the goods delivered under retention of title can be considered a significant part of the new product, the buyer hereby assigns ownership of the newly created item to the seller as security for the aforementioned claims, with the simultaneous agreement that the buyer holds these items for the seller. The seller has the right to sell the products or, where applicable, the items manufactured, through a proper sale. Claims against third parties arising from resale are transferred as security to the seller up to the amounts originally invoiced, without any specific agreement being required on a case-by-case basis.
The buyer is authorized to collect their receivables on behalf of the reseller for as long as they properly fulfill their payment obligations to the seller. The proceeds from the sale of the products revert to the seller.
The buyer must therefore keep these funds separate from other funds and hold them in reserve for the supplier. The supplier is authorized to inform the purchaser of the transfer of the receivable and to give them instructions.
The retention of title clause also applies with respect to the carrier to whom the goods are entrusted at the buyer’s request or on the buyer’s behalf.
8. Contract Termination – Repossession of Goods and Penalty Clause
In the event of non-payment on the due date of any amount owed under the sales contract, or in the event of non-fulfillment of any commitment by the buyer, the sales contract will be automatically terminated at our discretion, without any legal formality, 8 days after a formal notice sent by registered letter that has remained without effect.
The repossession by the seller of the claimed goods obliges the buyer to compensate for the loss resulting from depreciation and, in any case, from the unavailability of the repossessed goods.
If the termination of the contract renders the seller liable for advance payments previously received from the buyer, the seller shall be entitled to offset this debt against the claim arising from the application of the penalty clause stipulated above.
9. Claims
Any claim must reach the company within 3 days of receipt of the goods, by registered letter. After this period, any claim will be inadmissible. In the event of a defect in the sold item, the customer may only, to the exclusion of any other request, claim free rectification.
Goods may only be returned with the company’s express written consent. Special manufactured items cannot be returned.
10. Warranty
For new machines and installations, the supplier guarantees for a period of 6 months (3 months for shift work) from the date of delivery, to replace or repair any defective or unusable parts due to the use of inferior quality materials, defective manufacturing or poor workmanship, for all proven defects during this period.
Goods designated in the order confirmation as special executions benefit from a warranty period of 3 months.
For second-hand goods or goods from a third party, even if they are parts, no warranty is granted unless expressly stated. Any defects giving rise to warranty claims must be reported to the supplier immediately.
The buyer must allow the supplier the necessary time and opportunity to carry out any modifications the supplier deems necessary, as well as for the delivery of machines or spare parts. If the buyer refuses, the supplier is released from liability for the defects.
Excluded from the warranty against defects are all parts subject to natural wear and tear, the consequences of overloading, negligent or incorrect handling, or deliberate damage.
If the buyer or third parties carry out work or interventions on the delivered equipment without prior authorization, the warranty is voided.
The buyer waives any recourse beyond the scope of the warranty granted. If the warranties granted by the supplier cannot be fulfilled, the buyer may only request the return of the delivered goods, but not their replacement, or the payment of damages. Transport costs and other costs are always borne by the buyer, including in warranty cases. The supplier is not liable for the goods being unsuitable for the intended use.
11. Additional Conditions
The reseller is not authorized to conduct sales activities outside their contractual territory, to prospect for customers, to advertise, or to set up establishments or delivery depots.
Export business and business outside the designated territories are subject to the supplier’s authorization. Goods that have not been expressly designated as intended for export and that are exported by the buyer or their purchaser will give rise to a contractual penalty of 30% of the purchase price per occurrence.
12. Application of the VAT Regime in Intra-Community Transactions
The VAT exemption applicable to the delivery of goods is subject to the following cumulative conditions:
The customer must provide their VAT identification number, the validity of which may be verified with the competent tax authorities.
The return of documents justifying transport or dispatch outside France. Failing compliance with either of the conditions stipulated below, the delivery of goods cannot be exempt from VAT and invoicing will be made inclusive of tax according to the applicable VAT rate in force in the country of dispatch of the goods.
13. Jurisdiction
All our sales are considered to be concluded at our registered office, which constitutes the place of payment. Notwithstanding any contrary stipulations, the courts of our registered office, namely the courts of Strasbourg, shall have sole jurisdiction over any disputes that may arise regarding the conclusion or performance of agreements entered into with us, even in the event of a warranty claim or multiple defendants. French law applies. In all cases, French law alone shall apply, to the exclusion of any foreign law.
Any order implicitly constitutes acceptance of these conditions.
