1. GENERAL

Our sales are subject to the following Terms and Conditions of Sale applying to any purchase situation, barring formal, express dispensation on our part.

Any order implies full acceptance of these conditions of sale as of right. They cannot be modified by stipulations to the contrary mentioned on the buyer’s order form or general conditions. The vendor’s failure to invoke any one of the clauses herein at a given time may not be deemed a waiver of the said terms and conditions to be invoked subsequently.

The vendor retains full title to projects, tool plans, studies and documents of any kind handed or sent to the buyer. They must be returned to the vendor upon request. They are supplied free of charge if followed by the order to which they refer; if not, the study and travel costs are refundable to the vendor. The vendor retains full title to the intellectual property on these projects, studies, plan and documents, which may be neither communicated nor executed without its express authorization.

The tools made especially for a given customer may be subject to special billing and shall be made available to the buyer at the vendor’s workshops, but the buyer may not take the said tools out of the vendor’s factories without the latter’s express prior agreement. The vendor also reserves the right to buy back the tools at any time at the price billed, less depreciation and wear and tear.

Under no circumstances may the products be marketed under other brands, references or packaging than those used by the vendor without the latter’s express special authorization. The buyer agrees to impose the same obligations on its own parts customers and to notify the vendor of any infringement brought to its knowledge.

The prices are given exclusive of tax for equipment that is ex works or at the vendor’s warehouse. The prices billed are those of the price list applying on the delivery date. Price quotes may be revised according to the standard price adjustment practice for the profession.

Unless otherwise stipulated, delivery is deemed made ex works or at the vendor’s warehouse.
The delivery takes place by agreement with the buyer, by direct handover to the buyer, ordinary notice of availability, or handover to a shipper or transport company selected by the vendor or designated by the buyer at the vendor’s premises.

No other instructions shall constitute an exemption to the principle of delivery ex works or at the vendor’s warehouses. If the shipment is delayed for any reason beyond the vendor’s control and if the vendor accepts the delay, the equipment will be stored and handled where appropriate at the buyer’s risk. The vendor accepts no liability in such case.

These provisions do not modify in any way the obligations to pay for goods and do not constitute a substitution thereof.

Delivery times shall be set by agreement with the buyer depending on the type of parts. They will be indicated on the order form. The delivery time shall commence from the date on which the order acknowledgement is received.

A penalty may only be applied if the delay is attributable to the vendor and has caused a jointly recognized real loss. It may not be applied if the buyer fails to notify the vendor in writing of its intention to apply the said penalty in case of delay.

The vendor shall be released of any commitment with regard to delivery times as of right if the buyer fails to fulfil the terms of payment, in particular :

The payment of supplies may not be deferred or amended by reason of penalties.

The vendor may obtain the revision of the fulfilment and payment terms for any orders, even when partially realized, upon being apprised of any major change in the buyer’s economic or financial situation.

Unless otherwise stipulated, the cost of packaging is included in the billing and the vendor does not take back packaging. In the absence of any special instruction on this point, the vendor shall prepare the packaging in the buyer’s best interests.

The payment terms are specified in the contract.

In the absence of other provisions agreed between the parties, the suppliers are billed at thirty days end of month, payable net with no rebate.

The bill states the date by which payment must be made. Payments are made to the vendor’s address.

Any delay with regard to the contractual due dates shall give rise by rights to a late payment penalty applied to the outstanding sums at one and a half times the legal interest rate, without prejudice to payment of the original debt.

Payment dates may not be postponed for any pretext whatsoever, including in case of dispute. Commercial bills must be returned within 8 working days of being submitted for acceptance.

If the buyer sells or transfers its business or equipment, or uses it as collateral or contribution in kind, or in the event that any payment or acceptance of a commercial bill is not completed on time, the outstanding sums shall be payable forthwith, regardless of any previously agreed terms.

The vendor retains title to the sold goods until payment in full of the price in principal, interest, penalties and other. Failure to pay any instalment due may lead to these goods being reclaimed, by ordinary notice served by registered letter with acknowledgement of receipt. The goods must then be returned forthwith.

The buyer nonetheless accepts the risk, as defined in the 2nd paragraph of chapter III above, for loss or damage to these goods as of delivery, as well as liability for any damage they may cause. The buyer must take out insurance for all risks arising as of taking delivery of the goods.

All transport, insurance, customs and handling operations done on site are at the buyer’s cost and under its liability. The buyer may, where appropriate, invoke the liability of the shipping company even when the shipment is sent carriage paid.

In case of shipment by the vendor, the transport cost is included in the sale price, unless expressly requested by the buyer, and in any case under the latter’s full liability.

• WARRANTIES

            8.1 Defects under warranty

The vendor undertakes to remedy any functioning defect due to faulty design, materials or execution (including faulty assembly if this operation is entrusted to it) within the limit of the provisions below. The vendor’s obligations does not apply in case of defect due to materials or components supplied by the buyer, or a design imposed by the latter.

The warranty is limited to the repair or replacement of the part delivered even if it forms part of a unit.

The warranty does not cover wear or misuse of parts. Furthermore it is refused and the supplier is moreover released from any warranty in case of:

Any warranty is also excluded on incidents due to act of God or force majeure, replacement or repair due to normal wear and tear of the equipment, loss or injuries due to negligence, lack of surveillance or maintenance, misuse of the equipment, or incorrect assembly of any part.

            8.2 Warranty period and commencement date

Barring special stipulation, it only applies to defects observed within a period of 6 months after commissioning, without exceeding one year from the delivery date.

The warranty period runs from the day of delivery in the sense of the 3rd paragraph of chapter III above.

If the delivery is postponed by mutual agreement, the warranty period is deferred for the duration of the postponement.

Replacement or repair parts are guaranteed under the same terms and conditions as the original equipment for a new period equal to that defined in the paragraphs relating to the warranty period.

            8.3 Respective obligations of the buyer and vendor

The buyer shall inform the vendor immediately of any defect in the supplied product brought to its attention, by registered letter with acknowledgement of receipt.

Any verification or recall campaigns relating to one of the vendor’s products shall be the subject of special negotiations.

            8.4 Methods for invoking the warranty (returns)

In principle, the work under the warranty obligation is carried out at the vendor’s workshops once the buyer sends back the faulty equipment or parts to the vendor for repair or replacement.
           
Under the warranty, the vendor will have its technical departments repair or replace the acknowledged faulty parts free of charge, at its convenience.
The parts replaced free of charge are returned to the vendor, of whom they are once more the property.

            8.5 Liability

To be taken under consideration, any obvious defect or non conformity must be notified by registered letter with acknowledgement of receipt within a period of 24 hours after delivery of the products. The complaint must give accurate data about the nature and size of the defect or non conformity.
           
Similarly, the buyer must make any claim against the shipping company within the legal deadlines.

            8.6 Product liability

The buyer must compensate and exempt the vendor from any complaint issued directly or indirectly by a third party subsequent to any loss or damage for which the vendor is not liable according to paragraphs two and three of this clause 8.6.

The vendor is not liable for loss or damage caused by the products (i) to any kind of property if the loss or damage occurs while the products are in the buyer’s possession; or (ii) to products manufactured or assembled by the buyer, or loss or damage to any kind of property caused by the said products.

The vendor shall not be held liable in any way for any direct or indirect losses, including but not restricted to loss of earnings or clientele, capital costs resulting from replacement procurement sources.

The parties agree to keep each other informed of any complaint issued by a third party.  

The buyer does not acquire any rights to the elements of industrial and commercial property supplied to it by the vendor, particularly by means of its catalogues, price lists, advertising documents, technical sheets. These remain the vendor’s exclusive property and are only communicated on a confidential basis.

The buyer undertakes not to use them for other purposes that those relating to its personal use or to market the vendor’s products, to the exclusion of any other purpose.

Under no circumstances may the products be marketed under other brands, references, wrapping or packaging than those used by the vendor, without the vendor’s express special authorization.

The vendor may opt to cancel the sale by rights if the buyer is in breach of any of its obligations hereunder, eight days after notifying the said breach by registered letter with acknowledgement of receipt, remaining without effect in full or in part during this period. The advances or partial sums paid by the buyer or any third party shall revert to the vendor as an initial compensation, without prejudice to subsequent claims and compensation.

It is expressly agreed that any dispute arising in the commercial relations between the vendor and buyer shall be exclusively brought before the Commercial Court for the vendor’s domicile, even in case of claims against third parties or third party defendants.

The applicable law governing relations between the parties is French law.

The vendor reserves the right to subordinate the commencement, pursuit or renewal of contractual relations to obtaining the certified and, where appropriate, guaranteed accounting, financial and legal documents.

The fulfilment of any order does not in any way constitute a waiver of the aforementioned provisions.